TO: [INSERT COMPANY NAME]

FROM:

DATE:

RE: Due Diligence Request List

In connection with the proposed sale of assets to [INSERT BUYER] (“_________”), please furnish the
information and documents listed below with respect to [INSERT COMPANY NAME] (the
“Company”). Please note the following:

1. This list is not intended to be exhaustive, and we may need to review additional documents in order
to complete our due diligence.

2. Please respond to each and every item requested.

3. In the case of information or documents that do not exist, please note so.

4. Please indicate the section of the request list to which you are responding on all documents that you
send to us.

5. Please do not send us any information which includes patients’ protected health information,
including patient names.

6. You may send documents via email, fax or mail as follows:

[NOTICE ADDRESS]

7. If you send original copies of documents via mail and require us to send the original documents back
to you, please so note.

If you have any questions, please do not hesitate to contact [CONTACT INFORMATION]
Page 2

CORPORATE RECORDS/GOVERNANCE

1.1 Governing documents of Company which include, but shall not be limited to, articles of
organization, articles of incorporation, certificate of limited partnership, operating agreement,
bylaws, and limited partnership agreement, including any and all amendments and proposed
amendments thereto.

1.2 List of all past, assumed or associated names and of Company.

1.3 Minutes of meetings of the Company’s governing body (including, but not limited to, its board,
directors, trustees and/or officers) and its members, shareholders, or partners for the previous
four (4) years.

1.4 Most recent annual report and certificate(s) of good standing from every state in which the
Company is authorized to do business.

1.5 List all members of the board of directors or board of trustees, officers and/or highly
compensated individuals during the last three (3) years.

1.6 Governing body organizational chart.

1.7 List all Company transactions involving any person identified in 1.5 above during the past three
(3) years.

1.8 Conflict of interest disclosure forms completed by persons identified in 1.5 above during past
five years.

1.9 Governance policies/plans, including succession planning or other plans of strategic governance
significance.

1.10 List of members, shareholders or partners of the Company.

AFFILIATED ENTITIES

2.1 List of all affiliated entities (whether wholly owned/controlled or joint venture) and for each
provide: (a) purpose(s)/business/activities of entity; (b) if not wholly owned or controlled by a
Company entity, names and percentages of other owners; and (c) year entity became part of
Company.

2.2 Corporate organization chart showing all entities (whether wholly or partially owned, including
joint ventures).

2.3 Any agreements between the Company and all affiliated entities (including, but not limited to,
joint venture agreements, management service agreements and affiliation agreements)

FINANCIAL DOCUMENTATION

3.1 All letter from management to independent accountants requesting access to audit work-papers
for most recent year and past three (3) years.
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3.2 Audited and unaudited statements for the last three (3) years.

3.3 Most recent interim financial statements.

3.4 Copies of attorney responses (including letters and financial statement disclosures) to auditors
inquiries for the last three (3) years.

3.5 Copies of operating or capital budgets for the last three (3) years.

3.6 Reports or studies prepared by outside consultants concerning the business or operation of the
Company during the past four (4) years.

3.7 List of claims or potentially compensable matters for which reserves have been established.

3.8 List of all physician contracts and a summary of such contracts, specifically identifying whether
employment contract or non-employed services contract.

3.9 Operating lease(s) summary/list.

3.10 Fixed asset listing including acquisition date, acquisition cost, depreciation schedule and
amount, and current book value.

3.11 Summary of financial aspects of employer-sponsored retirement plans, including but not limited
to, projected near- and long-term funding needs.

3.12 Most recent financial projections.

TAX

4.1 Tax returns for the last four (4) years for Company and all affiliated entities.

4.2 Copy of all tax determination letters and Internal Revenue Service and State correspondence
letters for last three (3) years.

4.3 Documents and agreements evidencing current secured borrowings, including bonded debt, loan
and credit agreements, promissory notes, security agreements and other evidences of
indebtedness. Please include official statements or similar documents for tax-exempt bond
issues and any statements related to swaps or other derivative securities of any kind.

4.4 Documents reflecting guarantee, or other contingent obligations of Company.

4.5 Leases, installment sales, factoring or receivable sales agreements.

THIRD PARTY PAYORS

5.1 Summary and copies of all HMO, PPO, and other third-party insurance agreements entered into
and currently in effect. (Include copies of agreements for the last three (3) years.)

5.2 Medicare/Medicaid participation agreements (for the three (3) years).

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5.3 Any documentation relating to any third party payor controversies of whatever nature (for the
three (3) years).

5.4 Any agreements between the Company and any independent practice association (“IPA”),
physician-hospital organization (“PHO”) and management services organization (“MSO”),
including any amendments thereto and related financial reports.

GOVERNMENTAL COMPLIANCE

6.1 List of all threatened or pending audits, claims, lawsuits, or government proceedings,
investigations or controversies (federal, state or local) including correspondence with
governmental agencies within the last three (3) years in any way relating to or affecting the
business or assets of any of Company.

6.2 Reports and any other correspondence with any state or federal regulatory agencies relating to
compliance with federal, state or local laws or regulations during the past three (3) years
(including Environmental Protection Agency (“EPA”), National Labor Relations Board
(“NLRB”), and Occupational Safety and Health Administration (“OSHA”) correspondence,
notices of violation or imposition of fines).

6.3 Any citation or investigation report by any regulatory agency during the last three (3) years.

6.4 Outstanding orders, writs, judgments, injunctions or consent decrees.

6.5 Minutes of any committee which addresses corporate compliance, charity, and conduct.

6.6 Any Company policies and procedures relating to corporate compliance, conduct and charity
care.

6.7 Internal and external correspondence or other material of whatever nature relating to material
instances of potential or actual fraud and abuse (including, but not limited, the Anti-Kickback
Statute, the False Claims Act, and/or Stark violations).

6.8 The following HIPAA/patient privacy-related items:

 Copy of notice of patient privacy practices
 List of all HIPAA related disclosure issues that have occurred in the last three (3) years.
 List of all business associates and any and all business associate agreements entered into
with such business associates.
 HIPAA compliance program
A summary of any and all services or functions performed by a business associate on behalf of
Company.

INSURANCE CLAIMS

7.1 Insurance coverage summary.

7.2 List of any claims of any kind or nature against Company, its assets, or any executive (in
capacity as Company executive) or entity affiliated with Company.
Page 5

7.3 List of any pending proceeding (whether civil or criminal and whether pending before any
agency, tribunal or court) involving (whether as plaintiff or defendant) Company, its assets or
any executive (in capacity as Company executive) or entity affiliated with Company.

7.4 List of any decision or judgment in the last six (6) years against Company, its assets or any
executive (in capacity as Company executive) or entity affiliated with Company.
7.5 Insurance correspondence, including reservation of rights letters from insurance carriers.

OTHER

8.1 List of services provided by any Company with volumes (including, but not limited to:
emergency visits, emergency admits, transfers to other hospitals and inpatient surgeries).

8.2 Comprehensive listing of Company facilities, status (own, lease, other) and address.

8.3 Number of employed staff and full-time employee’s (“FTE”) and turnover rate by category
(MD, RN, etc.) – as of [INSERT DATE] and most recent month-end report.

8.4 List of health care provider employees/contractors, their specialties, and any restrictions.

8.5 List of physicians employed by Company or affiliates, along with identification of specialty of
each.

8.6 Copies of any documents relating to medical staff membership, privileges, and policies and
procedures.

8.7 Provide copies of qualified pension, profit sharing, and similar plans of Company or any entity
affiliated with Company covering any employees or retirees of Company; all amendments, trust
documents, and insurance contracts related thereto; and all tax returns, financial statements, and
actuarial reports relating to the plans for the past five (5) plan years.

8.8 All nonqualified pension, profit sharing, bonus, deferred compensation, and similar plans of
Company covering any employees or retirees of Company and any governmental filings made
in connection thereto; and all amendments, trust documents, insurance contracts, and reports
related thereto.

PROVIDER MATTERS

9.1 Contracts with physicians, physician groups or other health care providers of any type,
including exclusive contract arrangements, employment agreements, recruitment agreements,
leases, income guaranty agreements, loans and joint ventures.

9.2 Credentialing procedures for physicians and other health care providers.

9.3 Description of any disciplinary proceedings (for past five (5) years) of such physicians and
other health care providers.

9.4 A list/summary and copies of all state and federal licenses, permits, and certifications
maintained or held by any physician or health care provider of any type.
Page 6

9.5 List of all Certificate of Need (“CON”) and Letter of Non-Reviewability (“LNR”) applications
filed with description, decision, date of decision (for past 5 years).

9.6 List of CON covered services, statuses (active, revoked, suspended, notice of non-compliance)
and volumes.

9.7 Policies related to medical record maintenance, access and confidentiality.

9.8 Patient consent polices.

AGREEMENTS

10.1 All current agreements or commitments, not otherwise disclosed above, relating to the
employment of any person by Company.

10.2 All management service, consulting, or other similar contracts.

10.3 All leases with all amendments and renewals.

10.4 All service and maintenance contracts.

10.5 All contracts or agreements requiring the consent or approval of another party in the event of
the sale of all or substantially all of the assets of Company.
10.6 Agreements with related organizations or entities.

10.7 Any contract which restricts assignment or cannot be terminated without cause.

10.8 Affiliation agreements with educational institutions.

10.9 Membership or other agreements with groups which engage in peer review, quality review or
rate review procedures.

10.10 All agreements, contracts, or commitments which might reasonably be expected to have a
potential adverse impact on the business or operations of Company, either as a result of the
continuation or the termination of any such agreements.

EMPLOYMENT MATTERS/RETIREMENT PLANS

11.1 List current wage scales by job classification.

11.2 All employment agreements or arrangements of Company with respect to any employees of
Company.

11.3 All employee handbooks and/or policy manuals, including diversity policies and a description
of how such policies and practices have been implemented within the Company.

11.4 Results of and management response to staff satisfaction surveys.

11.5 Criteria followed for paid-time-off or reduced hours approval and staffing guidelines.
Page 7

11.6 All fringe benefit plans or arrangements, including benefits relating to automobiles, clubs,
vacation, personal leave, childcare, parenting, sabbatical leave, and education.

11.7 Group or individual health, life, accident and disability plans and other welfare benefit plans
covering any employees or retirees of Company, and all insurance policies related thereto.

11.8 All determination letters and correspondence with governmental authorities, actuaries
(including any assumptions), accountants, and third-party plan administrators relating to any of
the above plans, including all recent actuarial reports and computations of withdrawal liability
from multi-employer plans.

11.9 All summary plan descriptions and other communications to employees relating to any of the
above plans.

11.10 Collective bargaining agreements relating to the employees of Company, all notes pertaining to
each of the most recent collective bargaining agreements, and identification of any
organizational activity in the last five (5) years.

11.11 Workers compensation history for all employees of Company for the last three (3) years,
including all claims, copies of all required reports, and itemization of all current reserves.

11.12 Unemployment history, including all claims and notices received during the last three (3) years
along with a list of all employees of Company who have been terminated within the last three
(3) years, including their social security numbers, wage rates and last known addresses.

11.13 Any notices relating to the unemployment tax status of Company which may be required to be
delivered to a buyer by the jurisdictions in which any of them do business, and any notices of
tax rates, funding deficiencies, etc. which may be useful to a buyer in reviewing the
unemployment tax status of any of them.

11.14 All administrative claims or complaints for the last three (3) years relating to any employee of
Company, including NLRB and Department of Labor complaints and all grievances and notes
relating to such grievances.

11.15 A list/summary and copies of all state and federal licenses, permits, and certifications
maintained or held by any professional staff, including, but not limited to, nurses, physician’s
assistants, and advanced professional nurses.

REAL ESTATE

12.1 Description of all real estate owned or leased by Company.

12.2 All liens on the real property owned by Company.

12.3 Copies of all leases on the real property involving Company.

12.4 Copies of all title insurance policies or commitments and copies of all existing surveys,
together with copies of all easements, restrictions, and other encumbrances shown on the title
Page 8

insurance policies covering any owned and leased real property.

12.5 Description of all zoning restrictions, variances, or other restrictions on use of owned or leased
real property.

12.6 Itemized list of all known existing problems with Company owned or leased real property
requiring repair work, upgrades, or other expenditures in excess of [$_____] in any one
instance.

ENVIRONMENTAL MATTERS

13.1 Information with respect to claims under environmental protection acts, including any claims,
notices or otherwise to responsible parties and notices of violations or consent orders with
respect to OSHA, the Comprehensive Environmental Response, Compensation, and Liability
Act (“CERCLA”) and the Resources Conservation and Recovery Act (“RCRA”).

13.2 All audits, inspection and monitoring reports and assessments, whether studies or corrective
action programs related to environmental matters, relating to Company owned or leased real
estate.

13.3 Any compliance audit of all of Company’s operations to address the issues of current and past
compliance with all federal, state, and local statutes, regulations, ordinances, or other
governmental matters.

INTANGIBLE PERSONAL PROPERTY

14.1 A list and brief description of all intellectual property (including, but not limited to, patents,
trademarks, and copyrights) owned or used by Company.

14.2 Advertising literature/contracts.

CREDITORS

15.1 List of any secured creditors with descriptions of amount and terms of obligations.

15.2 List of all unsecured creditors with descriptions of amount and terms of obligations.

LICENSURE/ACCREDITATION

16.1 Copies of Company’s institutional licenses, certifications and permits required under and
pursuant to Federal, State and/or local laws relating to the Company’s facilities, equipment
and/or professional and non-professional personnel. Please include a summary of the status of
such licenses, certifications and permits. These licenses, certifications and permits may include,
but shall not be limited to, the following: health care professional license, controlled substances
registration, CON, clinical laboratory license (“CLIA”), and radiology equipment licenses.

16.2 Copies of licensure reports for last two surveys and all correspondence pertaining to surveys,
including exit conference reports and corrective action plans, if any.
Page 9

16.3 List of all accreditations received by Company and all professional or trade association
memberships.

16.4 List all other permits, licenses, franchises, consents, etc., presently held by Company or
required for Company to do business (including environmental permits).

RISK MANAGEMENT/SAFETY

17.1 List of current insurance policies, surety bonds and self-insurance mechanism, including
professional liability, directors and officers liability, and workers’ compensation showing
effective dates.

17.2 List and description of all law suits including all threatened and pending investigations and
potential insurance coverages and amounts implicated by each actual or threatened suit.

17.3 Pending insurance applications and list of any insurance policies canceled in the previous three
years.

INTELLECTUAL PROPERTY

18.1 Listing of all application and hardware vendors.

18.2 Detailed listing of all contracted/licensed software and associated hardware which Company
uses in its day-to-day operations or for any other business of Company. For all software, please
describe degree to which applications are implemented and utilized.

18.3 Telecommunications infrastructure documentation.

18.4 Updated disaster recovery and contingency plans as well as business resumption plans.

18.5 Determine data center operational and environmental impacts via a walk though of physical
plant (communication closets, data center).

18.6 Copies of all information technology (“IT”) related contracts.

18.7 Listing of all IT services provided to other entities or conducted in coordination with Company.