exv10w2






Exhibit 10.2



 

 







AMENDED AND RESTATED CREDIT AGREEMENT




dated as of



July 25, 2007,



as amended and restated as of November 5, 2010



among



CHS/COMMUNITY HEALTH SYSTEMS, INC.,



COMMUNITY HEALTH SYSTEMS, INC.,



THE LENDERS PARTY HERETO



and



CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent



CREDIT SUISSE SECURITIES (USA) LLC

as Sole Bookrunner and Sole Lead Arranger



WELLS FARGO BANK, N.A.

as Syndication Agent



JPMORGAN CHASE BANK, N.A.

and



BANK OF AMERICA, N.A.,

as Co-Documentation Agents



 

 




















 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I

Definitions
	 
	 	 	 	 	 	 
	SECTION 1.01.
	 	Defined Terms	 	 	1	 
	SECTION 1.02.
	 	Terms Generally	 	 	36	 
	SECTION 1.03.
	 	Pro Forma Calculations	 	 	36	 
	SECTION 1.04.
	 	Classification of Loans and Borrowings	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE II

The Credits
	 
	 	 	 	 	 	 
	SECTION 2.01.
	 	Commitments	 	 	37	 
	SECTION 2.02.
	 	Loans	 	 	38	 
	SECTION 2.03.
	 	Borrowing Procedure	 	 	40	 
	SECTION 2.04.
	 	Evidence of Debt; Repayment of Loans	 	 	40	 
	SECTION 2.05.
	 	Fees	 	 	41	 
	SECTION 2.06.
	 	Interest on Loans	 	 	42	 
	SECTION 2.07.
	 	Default Interest	 	 	42	 
	SECTION 2.08.
	 	Alternate Rate of Interest	 	 	42	 
	SECTION 2.09.
	 	Termination and Reduction of Commitments	 	 	43	 
	SECTION 2.10.
	 	Conversion and Continuation of Borrowings	 	 	43	 
	SECTION 2.11.
	 	Repayment of Term Borrowings	 	 	45	 
	SECTION 2.12.
	 	Optional Prepayment	 	 	46	 
	SECTION 2.13.
	 	Mandatory Prepayments	 	 	47	 
	SECTION 2.14.
	 	Reserve Requirements; Change in Circumstances	 	 	49	 
	SECTION 2.15.
	 	Change in Legality	 	 	50	 
	SECTION 2.16.
	 	Indemnity	 	 	51	 
	SECTION 2.17.
	 	Pro Rata Treatment	 	 	52	 
	SECTION 2.18.
	 	Sharing of Setoffs	 	 	52	 
	SECTION 2.19.
	 	Payments	 	 	53	 
	SECTION 2.20.
	 	Taxes	 	 	53	 
	SECTION 2.21.
	 	Assignment of Commitments Under Certain	 	 	 	 
	 
	 	Circumstances; Duty to Mitigate	 	 	55	 
	SECTION 2.22.
	 	Swingline Loans	 	 	56	 
	SECTION 2.23.
	 	Letters of Credit	 	 	58	 
	SECTION 2.24.
	 	Incremental Term Loans	 	 	62	 
	SECTION 2.25.
	 	Revolving Credit Loan Modification Offers	 	 	64	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE III

Representations and Warranties
	 
	 	 	 	 	 	 
	SECTION 3.01.
	 	Organization; Powers	 	 	66	 
	SECTION 3.02.
	 	Authorization	 	 	66	 
	SECTION 3.03.
	 	Enforceability	 	 	66	 
	SECTION 3.04.
	 	Governmental Approvals	 	 	67	 
	SECTION 3.05.
	 	Financial Statements	 	 	67	 
	SECTION 3.06.
	 	No Material Adverse Change	 	 	67	 
	SECTION 3.07.
	 	Title to Properties; Possession Under Leases	 	 	67	 
	SECTION 3.08.
	 	Subsidiaries	 	 	68	 
	SECTION 3.09.
	 	Litigation; Compliance with Laws	 	 	68	 
	SECTION 3.10.
	 	Agreements	 	 	68	 
	SECTION 3.11.
	 	Federal Reserve Regulations	 	 	68	 
	SECTION 3.12.
	 	Investment Company Act	 	 	69	 
	SECTION 3.13.
	 	Use of Proceeds	 	 	69	 
	SECTION 3.14.
	 	Tax Returns	 	 	69	 
	SECTION 3.15.
	 	No Material Misstatements	 	 	69	 
	SECTION 3.16.
	 	Employee Benefit Plans	 	 	69	 
	SECTION 3.17.
	 	Environmental Matters	 	 	70	 
	SECTION 3.18.
	 	Insurance	 	 	70	 
	SECTION 3.19.
	 	Security Documents	 	 	70	 
	SECTION 3.20.
	 	Location of Real Property and Leased Premises	 	 	71	 
	SECTION 3.21.
	 	Labor Matters	 	 	71	 
	SECTION 3.22.
	 	Solvency	 	 	72	 
	SECTION 3.23.
	 	Sanctioned Persons	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE IV

Conditions of Lending
	 
	 	 	 	 	 	 
	SECTION 4.01.
	 	All Credit Events	 	 	72	 
	SECTION 4.02.
	 	[Intentionally Omitted.]	 	 	73	 
	 
	 	 	 	 	 	 
	ARTICLE V

Affirmative Covenants
	 
	 	 	 	 	 	 
	SECTION 5.01.
	 	Existence; Compliance with Laws; Businesses and Properties	 	 	73	 
	SECTION 5.02.
	 	Insurance	 	 	74	 
	SECTION 5.03.
	 	Obligations and Taxes	 	 	74	 
	SECTION 5.04.
	 	Financial Statements, Reports, etc	 	 	75	 
	SECTION 5.05.
	 	Litigation and Other Notices	 	 	76	 
	SECTION 5.06.
	 	Information Regarding Collateral	 	 	77	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 5.07.
	 	Maintaining Records; Access to Properties and	 	 	 	 
	 
	 	Inspections;  Maintenance of Ratings	 	 	77	 
	SECTION 5.08.
	 	Use of Proceeds	 	 	77	 
	SECTION 5.09.
	 	Employee Benefits	 	 	77	 
	SECTION 5.10.
	 	Compliance with Environmental Laws	 	 	78	 
	SECTION 5.11.
	 	Preparation of Environmental Reports	 	 	78	 
	SECTION 5.12.
	 	Further Assurances	 	 	78	 
	SECTION 5.13.
	 	Proceeds of Certain Dispositions	 	 	79	 
	SECTION 5.14.
	 	Operation of Facilities	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE VI

Negative Covenants
	 
	 	 	 	 	 	 
	SECTION 6.01.
	 	Indebtedness	 	 	80	 
	SECTION 6.02.
	 	Liens	 	 	81	 
	SECTION 6.03.
	 	Sale and Lease-Back Transactions	 	 	81	 
	SECTION 6.04.
	 	Investments, Loans and Advances	 	 	81	 
	SECTION 6.05.
	 	Mergers, Consolidations, Sales of Assets and Acquisitions	 	 	81	 
	SECTION 6.06.
	 	Restricted Payments; Restrictive Agreements	 	 	81	 
	SECTION 6.07.
	 	Transactions with Affiliates	 	 	81	 
	SECTION 6.08.
	 	Business of Parent, Borrower and Subsidiaries	 	 	81	 
	SECTION 6.09.
	 	Other Indebtedness	 	 	81	 
	SECTION 6.10.
	 	Practice Guarantees	 	 	81	 
	SECTION 6.11.
	 	Capital Expenditures	 	 	81	 
	SECTION 6.12.
	 	Interest Coverage Ratio	 	 	81	 
	SECTION 6.13.
	 	Maximum Leverage Ratio	 	 	81	 
	SECTION 6.14.
	 	Fiscal Year	 	 	81	 
	 
	 	 	 	 	 	 
	ARTICLE VII

Events of Default
	 
	 	 	 	 	 	 
	ARTICLE VIII

The Administrative Agent and the Collateral Agent
	 
	 	 	 	 	 	 
	ARTICLE IX

Miscellaneous

	 
	 	 	 	 	 	 
	SECTION 9.01.
	 	Notices	 	 	81	 
	SECTION 9.02.
	 	Survival of Agreement	 	 	81	 
	SECTION 9.03.
	 	Binding Effect	 	 	81	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 9.04.
	 	Successors and Assigns	 	 	81	 
	SECTION 9.05.
	 	Expenses; Indemnity	 	 	81	 
	SECTION 9.06.
	 	Right of Setoff	 	 	81	 
	SECTION 9.07.
	 	Applicable Law	 	 	81	 
	SECTION 9.08.
	 	Waivers; Amendment	 	 	81	 
	SECTION 9.09.
	 	Certain Releases of Guarantees and Security Interests	 	 	81	 
	SECTION 9.10.
	 	Interest Rate Limitation	 	 	81	 
	SECTION 9.11.
	 	Entire Agreement	 	 	81	 
	SECTION 9.12.
	 	WAIVER OF JURY TRIAL	 	 	81	 
	SECTION 9.13.
	 	Severability	 	 	81	 
	SECTION 9.14.
	 	Counterparts	 	 	81	 
	SECTION 9.15.
	 	Headings	 	 	81	 
	SECTION 9.16.
	 	Jurisdiction; Consent to Service of Process	 	 	81	 
	SECTION 9.17.
	 	Confidentiality	 	 	81	 
	SECTION 9.18.
	 	USA PATRIOT Act Notice	 	 	81	 
	SECTION 9.19.
	 	Effect of Certain Inaccuracies	 	 	81	 
	SECTION 9.20.
	 	Pari Passu Obligations	 	 	81	 






 









 






SCHEDULES




	 	 	 	 	 

	Schedule 1.01(a)

	 	-
	 	Existing Letters of Credit
	Schedule 1.01(b)

	 	-
	 	Subsidiary Guarantors
	Schedule 1.01(c)

	 	-
	 	Mortgaged Property
	Schedule 1.01(d)

	 	-
	 	Hospitals
	Schedule 1.01(e)

	 	-
	 	Certain Permitted Joint Ventures
	Schedule 1.01(f)

	 	-
	 	Certain Subsidiaries
	Schedule 2.01

	 	-
	 	Initial Lenders and Commitments
	Schedule 3.08

	 	-
	 	Subsidiaries
	Schedule 3.18

	 	-
	 	Insurance
	Schedule 3.19(a)

	 	-
	 	UCC Filing Offices
	Schedule 3.19(c)

	 	-
	 	Mortgage Filing Offices
	Schedule 3.21

	 	-
	 	Collective Bargaining Agreements
	Schedule 6.01

	 	-
	 	Existing Indebtedness
	Schedule 6.02

	 	-
	 	Existing Liens
	Schedule 6.04(h)

	 	-
	 	Certain Permitted Acquisitions
	Schedule 6.05(b)

	 	-
	 	Certain Syndication Transactions
	Schedule 6.07

	 	-
	 	Certain Affiliate Transactions






EXHIBITS




	 	 	 	 	 

	Exhibit A

	 	-
	 	Form of Administrative Questionnaire
	Exhibit B

	 	-
	 	Form of Assignment and Acceptance
	Exhibit C

	 	-
	 	Form of Borrowing Request
	Exhibit D

	 	-
	 	Form of Mortgage







 











 






     CREDIT AGREEMENT dated as of July 25, 2007, as amended and
restated as of November 5, 2010, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a
Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a
Delaware corporation (“Parent”), the Lenders (as defined in Article I), and
CREDIT SUISSE AG, as administrative agent (in such capacity, the
“Administrative Agent”) and as collateral agent (in such capacity, the
“Collateral Agent”) for the Lenders.



PRELIMINARY STATEMENT




     The Borrower, Parent, the lenders party thereto and Credit Suisse AG (formerly known as Credit
Suisse), as administrative agent and collateral agent, have previously entered into a Credit
Agreement dated as of July 25, 2007 (the “Original Credit Agreement”).



     On the Restatement Effective Date, (a) certain Existing Funded Term Loans and Existing Delayed
Draw Term Loans will be converted to Extended Term Loans pursuant to the Amendment and Restatement
Agreement, and all other Existing Funded Term Loans and Existing Delayed Draw Term Loans will be
redesignated as Non-Extended Funded Term Loans or Non-Extended Delayed Draw Term Loans, as
applicable, and (b) the Original Credit Agreement will be amended and restated in the form of this
Agreement.



     The proceeds of the Existing Term Loans were used for the purposes set forth in the Original
Credit Agreement. The proceeds of the Revolving Loans and the Swingline Loans are to be used by
the Borrower and the Subsidiaries from time to time for working capital and other general corporate
purposes, including permitted investments and Capital Expenditures and to repay Indebtedness.
Letters of Credit will be used for general corporate purposes of the Borrower and the Subsidiaries.



     Accordingly, the parties hereto agree as follows:



ARTICLE I




Definitions



     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.



     “Accepting Revolving Credit Lenders” shall have the meaning assigned to such term in Section
2.25(a).



     “Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such
Interest Period and (b) Statutory Reserves.



 









 





     “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.



     “Affiliate” shall mean, when used with respect to a specified person, another person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the person specified; provided, however, that, for purposes of Section
6.07, the term “Affiliate” shall also include any person that directly or indirectly owns 10% or
more of any class of Equity Interests of the person specified.



     “Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
Revolving Credit Exposures.



     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a)
the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a three month Interest Period
commencing on the second Business Day after such day plus 1%. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error) that it is unable
to ascertain the Federal Funds Effective Rate or the Adjusted LIBO Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance
with the terms of the definition of Federal Funds Effective Rate the Alternate Base Rate shall be
determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the
circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall
be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, as the case may be.



     “Amendment and Restatement Agreement” shall mean the Amendment and Restatement Agreement dated
as of the Restatement Effective Date among Parent, the Borrower, the Subsidiary Guarantors party
thereto, the Lenders party thereto and the Administrative Agent.



     “Applicable Percentage” shall mean, for any day (a) with respect to any (i) Eurodollar
Non-Extended Term Loan, 2.25% per annum, or (ii) Eurodollar Extended Term Loan, 3.50% per annum,
(b) with respect to any (i) ABR Non-Extended Term Loan, 1.25% per annum or (ii) ABR Extended Term
Loan, 2.50% per annum, and (c) (i) with respect to any Eurodollar Revolving Loan or ABR Revolving
Loan, the applicable percentage set forth below under the caption “Eurodollar Spread—Revolving
Loans” or “ABR Spread—Revolving Loans”, as the case may be, and (ii) with respect to the Revolving
Credit Commitment Fee, the applicable rate set forth below under the caption “Revolving Credit
Commitment Fee Rate”, in each case based upon the Leverage Ratio as of the relevant date of
determination:



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar	 	 	 	 	 	Revolving
	 	 	Spread—	 	ABR Spread—	 	Credit
	Leverage	 	Revolving	 	Revolving	 	Commitment
	Ratio	 	Loans	 	Loans	 	Fee Rate
	Category 1
	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 4.5 to
1.00
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2
	 	 	2.00	%	 	 	1.00	%	 	 	0.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less than 4.5 to
1.00 and greater
than or equal to
3.5 to 1.00
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3
	 	 	1.75	%	 	 	0.75	%	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less than 3.5 to
1.00
	 	 	 	 	 	 	 	 	 	 	 	 





Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be
effective with respect to all Loans and Letters of Credit outstanding on and after the date of
delivery to the Administrative Agent of the financial statements and certificates required by
Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and certificates
indicating another such change. Notwithstanding the foregoing, (a) at any time during which the
Borrower has failed to deliver the financial statements and certificates required by Section
5.04(a) or (b) and Section 5.04(c), respectively (until the time of the delivery thereof), or (b)
at any time after the occurrence and during the continuance of an Event of Default, the Leverage
Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.




     “Arranger” shall mean Credit Suisse Securities (USA) LLC.



     “Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty,
condemnation or otherwise) by Parent, the Borrower or any of the Subsidiaries to any person other
than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the
Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of Parent, the
Borrower or any of the Subsidiaries, other than:



          (i) inventory, damaged, obsolete or worn out assets, scrap, surplus and Permitted Investments,
in each case disposed of in the ordinary course of business;




          (ii) donations of assets by the Borrower or any Subsidiary (whether of real or personal
property (including cash)) to state or local municipalities (or other Governmental Authorities),
nonprofit organizations, foundations, charities or similar entities of the Borrower’s or such
Subsidiary’s choice, with an aggregate fair market value not to exceed $30,000,000 in any fiscal
year of Parent;





 









 








          (iii) dispositions by any Subsidiary that is not a Subsidiary Guarantor to the Borrower or any
other Subsidiary;




          (iv) sales or other dispositions of (x) Receivables of the Borrower or any of the
Subsidiaries that are more than 180 days past due or are written-off at the time of such sale or
disposition or (y) any Receivables of the Borrower or any of the Subsidiaries that are self-pay
accounts receivable and that are reasonably determined by the Borrower to be unable to be paid in
full within 150 days of the related service date, provided that the face value of all such
Receivables sold or disposed of on or after the Closing Date does not exceed $200,000,000;




          (v) sales or other dispositions of property (including like-kind exchanges) to the extent
that (x) such property is exchanged for credit against the purchase price of similar replacement
property or (y) the proceeds of such sale or disposition are applied to the purchase price of such
replacement property, in each case under Section 1031 of the Code or otherwise, provided that, if
the property so sold or exchanged constituted Collateral, then the property so received shall also
constitute Collateral;




          (vi) leases or sub-leases of any real property or personal property in the ordinary course of
business;




          (vii) dispositions of investments in joint ventures to the extent required by, or made
pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the
joint venture arrangements and similar binding arrangements;




          (viii) licensings and sublicensings of intellectual property of the Borrower or any Subsidiary
in the ordinary course of business;




          (ix) sales, transfers, leases or other dispositions of property in the ordinary course of
business consisting of the abandonment of intellectual property rights which, in the reasonable
good faith determination of the Borrower, are not material to the conduct of the business of
Parent, the Borrower and the Subsidiaries; and




          (x) any sale, transfer or other disposition or series of related sales, transfers or other
dispositions having a value not in excess of $5,000,000.




     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender
and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other
form as shall be approved by the Administrative Agent.



     “Available Amount” shall mean, as at any date of determination, an amount (if positive) equal
to (a) for each fiscal year of Parent commencing with the fiscal year ending December 31, 2010 for
which Excess Cash Flow shall have been positive, 50% of Excess Cash Flow for such years, minus (b)
the aggregate amount of all Restricted Payments made in reliance on Section 6.06(a)(vii) prior to
such date, minus (c) the aggregate amount paid in reliance on Section 6.09(b)(iv) prior to
such date.



     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States
of America.



     “Borrower Materials” shall have the meaning assigned to such term in Section 9.01.



 









 





     “Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.



     “Borrowing Request” shall mean a request by the Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by
the Administrative Agent.



     “Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New
York City are authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank market.



     “CapEx Pull-Forward Amount” shall have the meaning assigned to such term in Section 6.11.



     “Capital Expenditures” shall mean, for any period, the additions to property, plant and
equipment and other capital expenditures of Parent, the Borrower and its consolidated subsidiaries
(including all amounts expended or capitalized under Capital Lease Obligations, but excluding any
amount representing capitalized interest) that are (or should be) set forth in a consolidated
statement of cash flows of Parent for such period prepared in accordance with GAAP, but excluding
in each case any such expenditure (i) made with insurance proceeds, condemnation awards or damage
recovery proceeds, (ii) made with the proceeds of the issuance of Equity Interests, (iii) to the
extent such expenditure is made with proceeds that would have constituted Net Cash Proceeds under
clause (a) of the definition of the term “Net Cash Proceeds” (but for the application of the second
proviso to such clause (a)), (iv) to the extent of the credit against the gross purchase price of
newly acquired equipment granted by the seller of such newly acquired equipment for other equipment
that is simultaneously traded-in at the time of purchase of such newly acquired equipment, (v) is
accounted for as a capital expenditure pursuant to GAAP but that actually is paid for by a third
party (excluding Parent, the Borrower or any Subsidiary) and for which none of Parent, the Borrower
or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such third party or any other person (whether before, during or
after such period) or (vi) constituting the purchase price of any Permitted Acquisition or any
investment permitted under Sections 6.04(a), 6.04(i), 6.04(j), 6.04(k) or 6.04(v).



     “Capital Lease Obligations” of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP (excluding any lease
that would be required to be so classified as a result of a change in GAAP after the Restatement
Effective Date), and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.



     “Captive Insurance Subsidiary” shall mean a Subsidiary established for the purpose of insuring
the healthcare businesses or Facilities owned or operated by the Borrower or any of the
Subsidiaries, any joint venture of the Borrower or any of the Subsidiaries or any physician or
other personnel employed by or on the medical staff of any such business or Facility.



 









 





     “Cash Management Obligations” shall mean the obligations owed by Parent, the Borrower or any
Subsidiary to the Administrative Agent, the Arranger, any Lender or an Affiliate of any of the
foregoing in respect of any overdraft protections, netting services and similar arrangements
arising from treasury, depository and cash management services, any automated clearing house
transfers of funds or any credit card or similar services, in each case in the ordinary course of
business.



     A “Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the Closing Date),
shall own, directly or indirectly, beneficially or of record, shares representing more than 40% of
the aggregate ordinary voting power represented by the issued and outstanding capital stock of
Parent, (b) a majority of the seats (other than vacant seats) on the board of directors of Parent
shall at any time be occupied by persons who were neither (i) nominated by the board of directors
of Parent nor (ii) appointed by directors so nominated, (c) any change in control (or similar
event, however denominated) with respect to Parent, the Borrower or any Subsidiary shall occur
under and as defined in any indenture or agreement in respect of Material Indebtedness to which
Parent, the Borrower or any Subsidiary is a party (other than, under any indenture or agreement in
respect of Material Indebtedness assumed in connection with a Permitted Acquisition, any change in
control triggered by the Permitted Acquisition pursuant to which such Indebtedness was assumed), or
(d) Parent shall cease to directly own, beneficially and of record, 100% of the issued and
outstanding Equity Interests of the Borrower.



     “Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing
Date , (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or the
Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or by such
Lender’s or Issuing Bank’s holding company, if any) with any policy, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the
Closing Date.



     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans, Extended Term Loans, Non-Extended Funded Term
Loans, Non-Extended Delayed Draw Term Loans, Other Term Loans or Swingline Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment,
any Incremental Term Loan Commitment or Swingline Commitment.



     “Closing Date” shall mean July 25, 2007.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” shall mean all the “Collateral” as defined in any Security Document and shall
also include the Mortgaged Properties.



     “Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit
Commitment, Incremental Term Loan Commitment and Swingline Commitment.



     “Commitment Fees” shall mean the Revolving Credit Commitment Fees.



 









 





     “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of
the Borrower dated June 2007.



     “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus
(a) without duplication and (except in the case of clause (a)(x) below) to the extent deducted in
determining such Consolidated Net Income, the sum of



          (i) interest expense (net of interest income), including amortization and write offs of debt
discount and debt issuance costs and commissions, discounts and other fees and charges associated
with (x) letters of credit, (y) obtaining or unwinding Hedging Agreements or (z) surety bonds for
financing activities, in each case for such period,




          (ii) provision for taxes based on income, profits or capital and franchise taxes, including
Federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes paid or
accrued during such period, including any penalties and interest relating to any tax examinations
for such period,




          (iii) depreciation and amortization expenses including acceleration thereof and including the
amortization of the increase in inventory resulting from the application of Statement of Financial
Accounting Standards No. 141 (“FASB 141”) for transactions contemplated hereby, including Permitted
Acquisitions, for such period,




          (iv) non-cash compensation expenses arising from the sale of Equity Interests, the granting of
options to purchase Equity Interests, the granting of appreciation rights in respect of Equity
Interests and similar arrangements for such period,




          (v) the excess of the expense in respect of post-retirement benefits and post-employment
benefits accrued under Statement of Financial Accounting Standards No. 106 (“FASB 106”) and
Statement of Financial Accounting Standards No. 112 (“FASB 112”) over the cash expense in respect
of such post-retirement benefits and post-employment benefits for such period,




          (vi) minority interest (to the extent distributions are not required to be made and are not
made in respect thereof),




          (vii) upfront fees or charges arising from any Permitted Receivables Transaction for such
period, and any other amounts for such period comparable to or in the nature of interest under any
Permitted Receivables Transaction, and losses on dispositions of Receivables and related assets in
connection with any Permitted Receivables Transaction for such period,




          (viii) fees and expenses for such period incurred or paid in connection with the Transactions,




          (ix) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower
has made a determination that such amount is reasonably likely to be reimbursed by the insurer and
only to the extent that such amount is (A) not denied by the applicable carrier in writing within
180 days and (B) in fact reimbursed within 365 days of the date of the relevant event (with a
deduction for any amount so added back to the extent not so reimbursed within such 365 days),
expenses with respect to liability or casualty events,







 









 








          (x) proceeds of received business interruption insurance,




          (xi) any fees and expenses incurred during such period in connection with any acquisition,
investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of Equity
Interests, refinancing transaction or amendment or other modification of any debt instrument (in
each case, including any such transaction consummated prior to the Closing Date and any such
transaction undertaken but not completed),




          (xii) any (w) severance costs, relocation costs, integration and Facilities opening
costs, signing costs, retention or completion bonuses and transition costs incurred during such
period, (x) cash restructuring related or nonrecurring cash merger costs and expenses incurred
during such period as a result of any acquisition, investment, recapitalization, or asset
disposition permitted hereunder, (y) other nonrecurring cash losses and charges for such period and
(z) cash payments made during such period in respect of litigation that was pending against the
Borrower, Triad or any of their subsidiaries, or any Acquired Entity or other obligations
(contingent or otherwise) of the Borrower, Triad or any of their subsidiaries or any Acquired
Entity, in each case prior to the Closing Date (or, with respect to an Acquired Entity, the closing
date of the relevant Permitted Acquisition) and for which a liability would not be, in accordance
with GAAP, recognized on Parent’s consolidated balance sheet as of the Closing Date (or, with
respect to an Acquired Entity, the closing date of the relevant Permitted Acquisition) in each case
to the extent that the aggregate amount of all such costs, expenses and payments added to
Consolidated Net Income pursuant to this clause (a)(xii), together with all cash payments made
during such period and referred to in clause (b)(ii) below, does not exceed 10.0% of Consolidated
EBITDA for such period, and




          (xiii) other non-cash charges for such period (other than the write down of current assets,
unless such assets are acquired pursuant to a Permitted Acquisition, in which case any such write
down shall (A) occur on or before the first anniversary of the date on which the applicable
Permitted Acquisition was consummated and (B) result from (1) a change in accounting policies or
(2) a revision in the estimated value of such assets), and minus




     (b) without duplication, (i) non-recurring gains and (ii) to the extent the amount thereof,
when combined with the aggregate amount of all costs, expenses and payments added to Consolidated
Net Income during such period pursuant to clause (a)(xii) above exceeds 10.0% of Consolidated
EBITDA for such period, all cash payments made during such period on account of reserves,
restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to
clause (a)(xiii) above in a previous period.



     “Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest
expense paid in cash (including imputed interest expense in respect of Capital Lease Obligations
and Synthetic Lease Obligations) of Parent, the Borrower and the Subsidiaries for such period, net
of interest income, determined on a consolidated basis in accordance with GAAP and (b) the
dividends paid in cash during such period by Parent, the Borrower and the Subsidiaries on a
consolidated basis in respect of Disqualified Stock, but excluding, however, to the extent
otherwise included therein, (i) fees and expenses associated with the consummation of the
Transactions, (ii) annual agency fees paid to the Administrative Agent, (iii) costs associated with
obtaining or unwinding any Hedging Agreements, (iv) fees and expenses associated with any
investment permitted pursuant to Section 6.04, issuances of Equity Interests or Indebtedness
(whether or not consummated) or amendments of any Indebtedness, (v) penalties and interest



 









 




relating to Taxes and (vi) all non-recurring cash interest expense consisting of liquidated
damages for failure to timely comply with registration rights obligations and financing fees. For
purposes of the foregoing, interest expense shall be determined after giving effect to any net
payments made or received by Parent, the Borrower or any Subsidiary with respect to interest rate
Hedging Agreements.




     “Consolidated Net Income” shall mean, for any period, the net income or loss ((i) excluding
extraordinary gains and losses, and gains and losses arising from the proposed or actual
disposition of material assets and (ii) excluding the cumulative effect of changes in accounting
principles) of Parent, the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be excluded the income of any
Subsidiary to the extent that the declaration or payment of dividends or similar distributions by
the Subsidiary of that income is not at the time permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable
to such Subsidiary. Notwithstanding the foregoing, the amount of any cash dividends paid by any
Unrestricted Subsidiary and received by Parent, the Borrower or the Subsidiaries during any such
period shall be included, without duplication, in the calculation of Consolidated Net Income for
such period. There shall be excluded from Consolidated Net Income for any period (i) gains and
losses, including unrealized gains and losses, for such period attributable to (v) the early
extinguishment of Indebtedness, (w) discontinued operations, (x) Facilities to be closed within one
year of the date of recognition of such gain or loss, (y) obtaining or unwinding Hedging Agreements
and (z) except as provided above, interests in Unrestricted Subsidiaries, and (ii) the effects of
purchase accounting adjustments to inventory, property, equipment and intangible assets and
deferred revenue in component amounts required or permitted by GAAP, as a result of the
Transactions, any Permitted Acquisition or acquisition consummated before the Closing Date, or the
amortization or write-off of any amounts thereof.



     “Contractual Obligation” shall mean, as to any person, any provision of any security issued by
such person or of any agreement, instrument or undertaking to which such person is a party or by
which it or any of the property owned by it is bound.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.



     “Credit Event” shall have the meaning assigned to such term in Section 4.01.



     “Credit Facilities” shall mean the revolving credit, swingline, letter of credit and term loan
facilities provided for by this Agreement.



     “Current Assets” shall mean, at any time, the consolidated current assets (other than cash and
cash equivalents, current and deferred tax assets and Permitted Investments) of Parent, the
Borrower and the Subsidiaries.



     “Current Liabilities” shall mean, at any time, the consolidated current liabilities of Parent,
the Borrower and the Subsidiaries at such time, but excluding, without duplication, (a) the current
portion of any long-term Indebtedness, (b) current accrued and deferred income taxes and accrued
interest and (c) outstanding Revolving Loans and Swingline Loans.



 









 





     “Default” shall mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default.



     “Defaulting Lender” shall mean any Lender that (a) defaults in its obligation to make any Loan
or fulfill any obligation required to be made or fulfilled by it hereunder, (b) has notified the
Administrative Agent or any Loan Party in writing that it does not intend to satisfy any such
obligations or (c) has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or
similar Person charged with the reorganization or liquidation of its business, appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian,
administrator, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business, appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that if a Lender would be a “Defaulting Lender” solely by reason of events
relating to a parent company of such Lender or solely because a Governmental Authority has been
appointed as receiver, conservator, trustee or custodian for such Lender, such Lender shall not be
a “Defaulting Lender” if and for so long as such Lender confirms in writing, upon request by the
Administrative Agent, that it will continue to comply with its obligations to make Loans and
fulfill all other obligations required to be made and fulfilled by it hereunder.



     “Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon the happening of
any event, (a) matures (excluding any maturity as the result of an optional redemption by the
issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(except (i) as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale shall be subject to the prior
repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments or (ii) pursuant to any put option with respect to any Equity
Interests of a Permitted Syndication Subsidiary granted in favor of any Permitted Syndication
Transaction Partner), or is redeemable at the option of the holder thereof, in whole or in part, or
requires the payment of any cash dividend or any other scheduled payment constituting a return of
capital in cash (other than, in the case of Equity Interests of a Subsidiary issued to a Permitted
Syndication Transaction Partner or held by a Subsidiary Guarantor, periodic distributions of
available cash (determined in good faith by the Borrower)), in each case at any time on or prior to
the first anniversary of the Extended Term Loan Maturity Date, or (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (i) Indebtedness or (ii) any
Equity Interest referred to in clause (a) above, in each case at any time prior to the first
anniversary of the Extended Term Loan Maturity Date.



     “dollars” or “$” shall mean lawful money of the United States of America.



     “Domestic Subsidiaries” shall mean all Subsidiaries incorporated or organized under the laws
of the United States of America, any State thereof or the District of Columbia.



     “Eligible Assignee” shall mean any commercial bank, insurance company, investment or mutual
fund or other entity (but not any natural person) that is an “accredited investor” (as defined in
Regulation D under the Securities Act of 1933, as amended) that extends credit or



 









 




invests in bank loans as one of its businesses; provided that neither the Borrower nor any of
its Affiliates shall be an Eligible Assignee.




     “Environmental Laws” shall mean all former, current and future Federal, state, local and
foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and legally binding agreements in each
case, relating to protection of the environment, natural resources, occupational health and safety
or Hazardous Materials.



     “Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including
administrative oversight costs, natural resource damages and remediation costs), whether contingent
or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment, recycling, arrangement
for disposal, or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d)
the presence or Release of any Hazardous Materials or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.



     “Equity Interests” shall mean shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity interests
in any person, and any option, warrant or other right entitling the holder thereof to purchase or
otherwise acquire any such equity interest.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.



     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.



     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) a failure by any Plan to meet the minimum funding standards (within
the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each
case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan,
(d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Parent or any
of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of
any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates
from any Plan or Multiemployer Plan, (f) the receipt by Parent or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (g) the receipt by Parent or any of its ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from Parent or any of its ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning
of Title IV of ERISA or in



 









 




endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of
ERISA, (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any
of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or
with respect to which the Borrower or any such Subsidiary could otherwise be liable or (i) any
other event or condition with respect to a Plan or Multiemployer Plan that could result in
liability of the Borrower or any Subsidiary.




     “Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.



     “Event of Default” shall have the meaning assigned to such term in Article VII.



     “Excess Cash Flow” shall mean, for any fiscal year of Parent, the excess of (a) the sum,
without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to
the amount of all non-cash charges or losses to the extent deducted in arriving at such
Consolidated Net Income, (iii) an amount equal to the provision for Taxes based on income, profits
or capital of Parent, the Borrower and the Subsidiaries, including Federal, foreign, state,
franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such
period to the extent deducted in arriving at such Consolidated Net Income, (iv) the proceeds of
business interruption insurance received by Parent, the Borrower and the Subsidiaries during such
fiscal year to the extent not otherwise included in such Consolidated Net Income, and (v)
reductions to noncash working capital of Parent, the Borrower and the Subsidiaries for such fiscal
year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to
the end of such fiscal year, excluding decreases resulting from any Permitted Acquisition or
disposition occurring during such fiscal year) over (b) the sum, without duplication, of (i) the
amount of any Taxes (including penalties and interest) payable in cash by Parent, the Borrower and
the Subsidiaries with respect to such fiscal year, (ii) Capital Expenditures made in cash during
such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity
issuances, casualty proceeds or condemnation proceeds to the extent such proceeds would not be
included in Consolidated Net Income, (iii) permanent repayments of Indebtedness (other than
mandatory prepayments of Loans under Section 2.13 and Voluntary Prepayments) made in cash by
Parent, the Borrower and the Subsidiaries during such fiscal year, but only to the extent that the
Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not
occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) payments by
Parent, the Borrower and the Subsidiaries during such fiscal year in respect of long-term
liabilities of Parent, the Borrower and the Subsidiaries other than Indebtedness, (v) the aggregate
amount of cash consideration paid by Parent, the Borrower and the Subsidiaries (on a consolidated
basis) in connection with Permitted Acquisitions or other investments permitted pursuant to Section
6.04 (other than Section 6.04(b)), except to the extent any such Permitted Acquisition or
investment is financed with the proceeds of Indebtedness or equity issuances, to the extent such
proceeds would not be included in Consolidated Net Income, (vi) the aggregate amount of any
premium, make-whole or penalty payments actually paid in cash by Parent, the Borrower or the
Subsidiaries during such period that are required to be made in connection with any prepayment of
Indebtedness to the extent not deducted in determining Consolidated Net Income for such fiscal
year, (vii) cash expenditures in respect of Hedging Agreements to the extent not deducted in
determining Consolidated Net Income for such fiscal year, (viii) additions to noncash working
capital for



 









 




such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the
end of such fiscal year, excluding increases resulting from any Permitted Acquisition or
disposition occurring during such fiscal year), and (ix) an amount equal to the amount of all
non-cash credits or gains to the extent included in arriving at such Consolidated Net Income and
cash charges described in clauses (i) (x) through (y) of the third sentence of the definition of
Consolidated Net Income and included in arriving at such Consolidated Net Income; provided that in
no event shall the calculation of Excess Cash Flow include any insurance proceeds (other than
business interruption insurance) or proceeds of any condemnation, taking or similar occurrence.




     “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c)
in the case of the Administrative Agent or a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.21(a)), any withholding tax that is imposed on amounts
payable to such Administrative Agent or Foreign Lender as a result of any law in effect (including
FATCA) at the time such Administrative Agent or Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Administrative Agent or Foreign
Lender’s failure to comply with Section 2.20(e), except to the extent that such Administrative
Agent or Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.20(a).



     “Existing Delayed Draw Term Loans” shall mean “Delayed Draw Term Loans” as defined in the
Original Credit Agreement.



     “Existing Funded Term Loans” shall mean “Funded Term Loans” as defined in the Original Credit
Agreement.



     “Existing Letter of Credit” shall mean each Letter of Credit previously issued for the account
of the Borrower or Triad that (a) was outstanding on the Closing Date and (b) is listed on Schedule
1.01(a).



     “Existing Term Loans” shall mean the “Existing Funded Term Loans” and the “Existing Delayed
Draw Term Loans”.



     “Extended Term Loan” shall mean an Existing Term Loan that has been converted to an “Extended
Term Loan” pursuant to the Amendment and Restatement Agreement.



     “Extended Term Loan Lender” shall mean, at any time, any Lender that has an Extended Term Loan
at such time.



     “Extended Term Loan Maturity Date” shall mean January 25, 2017, provided that the Extended
Term Loan Maturity Date shall instead be April 15, 2015 unless, on or prior to April 15, 2015, all
but $50,000,000 aggregate principal amount of the Senior Notes shall have been



 









 




repaid, redeemed,
defeased or otherwise satisfied in full, provided further that if such repayment,
redemption, defeasance or other satisfaction shall have been financed, in whole or in part,
with the proceeds of Indebtedness, such Indebtedness shall have a maturity date that is at least 91
days after January 25, 2017.




     “Extended Term Loan Repayment Date” shall have the meaning assigned to such term in Section
2.11(a)(iii).



     “Facility” shall mean any Hospital, outpatient clinic, long-term care facility, ambulatory
center, nursing home or rehabilitation center and related medical office building or other facility
owned or used by the Borrower or any Subsidiary in connection with their respective business.



     “FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement,
and any regulations or official interpretations thereof issued after the date of this Agreement.



     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.



     “Fee Letter” shall mean the Fee Letter dated March 16, 2007, among Parent, Credit Suisse
Securities (USA) LLC, the Administrative Agent, Wachovia Capital Markets LLC, Wachovia Bank,
National Association and Wachovia Investment Holdings, LLC.



     “Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation
Fees and the Issuing Bank Fees.



     “Financial Officer” of any person shall mean the chief financial officer, principal accounting
officer, treasurer or controller of such person.



     “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     “Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.



     “GAAP” shall mean United States generally accepted accounting principles.



     “Governmental Authority” shall mean any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body.



     “Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).



     “Guarantee” of or by any person shall mean any obligation, contingent or otherwise, of such
person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other
person (the “primary obligor”) in any manner, whether directly or indirectly, and including



 









 




any
obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to
purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not
include (i) endorsements for collection or deposit in the ordinary course of business or (ii)
Practice Guarantees. The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount (based on the maximum reasonably anticipated net liability in respect
thereof as determined by the Borrower in good faith) of the primary obligation or portion thereof
in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated net liability in respect thereof (assuming such person is required to
perform thereunder) as determined by the Borrower in good faith.




     “Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, dated
as of July 25, 2007, as amended and restated as of the Restatement Effective Date, among the
Borrower, Parent, the Subsidiaries party thereto and the Collateral Agent for the benefit of the
Secured Parties, substantially in the form attached as Exhibit (B) to the Amendment and Restatement
Agreement.



     “Guarantors” shall mean Parent and the Subsidiary Guarantors.



     “Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other
hydrocarbons, coal ash, radon gas, asbestos and asbestos-containing materials, urea formaldehyde
foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting
substances, medical, biological and animal wastes and (b) without limitation of the foregoing, any
other chemical, material, substance or waste that is prohibited, limited or regulated by or
pursuant to any Environmental Law.



     “Health Care Associates” shall have the meaning assigned to such term in Section 6.04(e).



     “Hedging Agreement” shall mean any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement.



     “Hospital” shall mean each hospital now or hereafter owned, leased or operated by the Borrower
or any of the Subsidiaries or in which the Borrower or any of the Subsidiaries owns an equity
interest. Set forth on Schedule 1.01(d) is a list of all Hospitals in existence on the Restatement
Effective Date owned or used by the Borrower and the Subsidiaries.



     “Incremental Asset Sale Termination Date” shall mean July 24, 2009.



     “Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.



     “Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an
outstanding Incremental Term Loan.



 









 





     “Incremental Term Loan Amount” shall mean, at any time, the excess, if any, of (a)
$1,000,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments established
prior to such time pursuant to Section 2.24.



     “Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption
Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the
Administrative Agent and one or more Incremental Term Lenders.



     “Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to Section 2.24, to make Incremental Term Loans to the Borrower.



     “Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental
Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.



     “Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of
principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan
Assumption Agreement.



     “Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower
pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of additional Extended
Term Loans or, to the extent permitted by Section 2.24 and provided for in the relevant Incremental
Term Loan Assumption Agreement, Other Term Loans.



     “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money or with respect to deposits or advances of any kind (other than customer
deposits and interest payable thereon in the ordinary course of business), (b) all obligations of
such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such person under conditional sale or other title retention agreements relating to property or
assets purchased by such person, (d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business and deferred payment for services to
employees or former employees incurred in the ordinary course of business and payable in accordance
with customary practices and other deferred compensation arrangements), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or
not the obligations secured thereby have been assumed, (f) all Guarantees by such person of
Indebtedness of others, (g) all Capital Lease Obligations and Synthetic Lease Obligations of such
person, (h) all obligations of such person as an account party in respect of letters of credit, (i)
all obligations of such person in respect of bankers’ acceptances, (j) all obligations of such
person pursuant to any Permitted Receivables Transaction and (k) the aggregate liquidation
preference of all outstanding Disqualified Stock issued by such person; provided that in all cases
(w) Practice Guarantees, (x) wholly contingent earnouts and working capital adjustments under
acquisition or disposition agreements, (y) deferred or prepaid revenue and (z) purchase price
holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other
unperformed obligations of the respective seller, shall be excluded from the definition of
“Indebtedness”. The Indebtedness of any person shall include the Indebtedness of any partnership in
which such person is a general partner.



 









 





     “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.



     “Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for
such period to (b) Consolidated Interest Expense for such period.



     “Interest Payment Date” shall mean (a) with respect to any ABR Loan (including any Swingline
Loan), the last Business Day of each March, June, September and December, and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months’ duration, each day that would have been an Interest Payment Date had successive
Interest Periods of three months’ duration been applicable to such Borrowing.



     “Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter or, with the consent of each applicable Lender, 9 or 12 months thereafter, as the
Borrower may elect; provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.



     “Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, acting through
any of its Affiliates or branches, in its capacity as an issuer of Letters of Credit hereunder, (b)
Wachovia Bank, National Association, acting through any of its Affiliates or branches, in its
capacity as an issuer of Letters of Credit hereunder, (c) with respect to each Existing Letter of
Credit, the Lender that issued such Existing Letter of Credit, and (d) any other Lender that may
become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit
issued by such Lender. The Issuing Bank may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such
Affiliate or branch.



     “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).



     “L/C Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit
pursuant to Section 2.23.



     “L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a
Letter of Credit.



     “L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time.



 









 




The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata
Percentage of the aggregate L/C Exposure at such time.




     “L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).



     “Lenders” shall mean (a) the persons listed on Schedule 2.01 (other than any such person that
has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any person that
has become a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly
indicates otherwise, the term “Lenders” shall include the Swingline Lender.



     “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.23 and any
Existing Letter of Credit.



     “Leverage Ratio” shall mean, on any date, the ratio of Total Debt on such date to Consolidated
EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such
date for which financial statements have been delivered (or were required to be delivered) pursuant
to Section 5.04(a) or (b). In any period of four consecutive fiscal quarters in which any
Permitted Acquisition or Significant Asset Sale occurs, the Leverage Ratio shall be determined on a
pro forma basis in accordance with Section 1.03.



     “Leverage Ratio Condition” shall mean, on any date, after giving pro forma effect to any
Specified Transaction to occur on such date as contemplated by Section 1.03, that the Leverage
Ratio on such date would be 0.25 to 1.00 lower than the maximum Leverage Ratio permitted to be
maintained by Parent on such date pursuant to Section 6.13.



     “LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the
rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on
the date that is two Business Days prior to the commencement of such Interest Period by reference
to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth
by any service selected by the Administrative Agent that has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying such rates) for a
period equal to such Interest Period; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the
interest rate per annum determined by the Administrative Agent to be the average of the rates per
annum at which deposits in dollars are offered for such relevant Interest Period to major banks in
the London interbank market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest
Period.



     “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset. For the avoidance of doubt, the term “Lien” shall not be deemed to include any license
of intellectual property.



     “Liquidity Condition” shall mean, on any date, after giving pro forma effect to any Specified
Transaction to occur on such date, that the sum of the aggregate unused and available



 









 




Revolving Credit Commitments and unrestricted cash on hand at Parent and its subsidiaries
would exceed $250,000,000.




     “Loan Documents” shall mean this Agreement, the Amendment and Restatement Agreement, the
Letters of Credit, the Security Documents, each Incremental Term Loan Assumption Agreement, any
Pari Passu Intercreditor Agreement, any Revolving Credit Loan Modification Agreement and the
promissory notes, if any, executed and delivered pursuant to Section 2.04(e).



     “Loan Parties” shall mean Parent, the Borrower and the Guarantors.



     “Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.



     “Margin Stock” shall have the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets,
operations, financial condition or operating results of the Borrower and the Subsidiaries, taken as
a whole, (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform
their obligations under the Loan Document to which they are or will be a party or (c) a material
impairment of the rights and remedies of or benefits available to the Lenders under the Loan
Documents.



     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit
and intercompany loans), or obligations in respect of one or more Hedging Agreements, of any one or
more of Parent, the Borrower or any Subsidiary in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the
obligations of Parent, the Borrower or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent,
the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated
at such time.



     “Material Subsidiary” shall mean any Subsidiary other than any (a) Permitted Joint Venture
Subsidiary, (b) Permitted Syndication Subsidiary, (c) Securitization Subsidiary, (d) Foreign
Subsidiary, (e) Captive Insurance Subsidiary or (f) Non-Significant Subsidiary.



     “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.



     “Mortgaged Properties” shall mean, initially, the owned real properties of the Loan Parties
specified on Schedule 1.01(c), and shall include each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12.



     “Mortgages” shall mean the mortgages, deeds of trust, assignments of leases and rents,
modifications and other security documents delivered pursuant to clause (i) of Section 4.02(g) or
pursuant to Section 5.12, each substantially in the form of Exhibit E.



     “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Net Cash Proceeds” shall mean (a) with respect to any Asset Sale (other than Receivables sold
in a Permitted Receivables Transaction), the aggregate cash proceeds received



 









 




in respect of such Asset Sale, and any cash payments received in respect of promissory notes
or other non-cash consideration delivered in respect of such Asset Sale, net of (without
duplication) (i) the reasonable expenses (including legal fees and brokers’ and underwriters’
commissions paid to third parties which are not Subsidiaries or Affiliates of Parent) incurred in
effecting such Asset Sale, (ii) any taxes reasonably attributable to such Asset Sale and, in case
of an Asset Sale in a foreign jurisdiction, any taxes reasonably attributable to the repatriation
of the proceeds of such Asset Sale reasonably estimated by the Borrower to be actually payable,
(iii) any amounts payable to a Governmental Authority triggered as a result of any such Asset Sale,
(iv) any Indebtedness or Contractual Obligation of Parent, the Borrower and the Subsidiaries (other
than the Loans and other Obligations) required to be paid or retained in connection with such Asset
Sale and (v) the aggregate amount of reserves required in the reasonable judgment of the Borrower
or the applicable Subsidiary to be maintained on the books of the Borrower or such Subsidiary in
order to pay contingent liabilities with respect to such Asset Sale (so long as amounts deducted
from aggregate proceeds pursuant to this clause (v) and not actually paid by the Borrower or any of
the Subsidiaries in liquidation of such contingent liabilities shall be deemed to be Net Cash
Proceeds received at such time as such contingent liabilities shall cease to be obligations of the
Borrower or any of the Subsidiaries); provided, however, that, except with respect to the Net Cash
Proceeds of Asset Sales made pursuant to Section 6.05(b)(x), if (x) the Borrower intends to
reinvest such proceeds in assets of a kind then used or usable in the business of the Borrower and
the Subsidiaries or in Permitted Acquisitions or other investments permitted pursuant to Section
6.04 (other than Section 6.04(b)) within 15 months of receipt of such proceeds and (y) no Default
or Event of Default shall have occurred and shall be continuing at the time of such receipt, such
proceeds (but not to exceed $800,000,000 in the aggregate in the case of all such Asset Sales (the
“Asset Sale Reinvestment Amount”)) shall not constitute Net Cash Proceeds except to the extent not
so used at the end of such 15-month period, at which time such proceeds shall be deemed to be Net
Cash Proceeds; provided further that if during such 15-month period Parent, the Borrower or a
Subsidiary enters into a written agreement committing it to so apply all or a portion of such
proceeds, such 15-month period will be extended with respect to the amount of proceeds for an
additional six months, at which time such proceeds shall be deemed to be Net Cash Proceeds (it
being understood and agreed that, (A) from the Closing Date until the Incremental Asset Sale
Termination Date, the Asset Sale Reinvestment Amount shall (1) include the first $300,000,000 of
proceeds described above that the Borrower intends to reinvest pursuant to this definition, (2) not
include the next $750,000,000 of such proceeds (less the amount of such proceeds that the Borrower
previously used to prepay Term Loans) (i.e., the next $750,000,000 of such proceeds (less the
amount of such proceeds that the Borrower previously used to prepay Term Loans) shall automatically
be deemed Net Cash Proceeds and applied to the prepayment of Term Loans to the extent required by
Section 2.13(b)) and (3) include the next $500,000,000 of such proceeds that the Borrower intends
to reinvest pursuant to this definition and (B) after the Incremental Asset Sale Termination Date,
the Asset Sale Reinvestment Amount shall include the amount (if positive) of such proceeds equal to
(1) $800,000,000 less (2)
 the aggregate amount of all such proceeds received prior to the
Incremental Asset Sale Termination Date (other than proceeds referred to in clause (A)(2) above) to
the extent such proceeds were reinvested in accordance with this definition); and (b) with respect
to any issuance or incurrence of Indebtedness or the sale of Receivables in a Permitted Receivables
Transaction, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and
other expenses incurred in connection therewith.







 









 








     “Non-Extended Delayed Draw Term Loan” shall mean an Existing Delayed Draw Term Loan that shall
not have been converted to an “Extended Term Loan” pursuant to the Amendment and Restatement
Agreement.



     “Non-Extended Delayed Draw Term Loan Lender” shall mean a Lender with an outstanding
Non-Extended Delayed Draw Term Loan.



     “Non-Extended Delayed Draw Term Loan Repayment Date” shall have the meaning assigned to such
term in Section 2.11(a)(ii).



     “Non-Extended Funded Term Loan” shall mean an Existing Funded Term Loan that shall not have
been converted to an “Extended Term Loan” pursuant to the Amendment and Restatement Agreement.



     “Non-Extended Funded Term Loan Lender” shall mean a Lender with an outstanding Non-Extended
Funded Term Loan.



     “Non-Extended Funded Term Loan Repayment Date” shall have the meaning assigned to such term in
Section 2.11(a)(i).



     “Non-Extended Term Loan” shall mean an Existing Term Loan that shall not have been converted
to an “Extended Term Loan” pursuant to the Amendment and Restatement Agreement.



     “Non-Extended Term Loan Maturity Date” shall mean July 25, 2014.



     “Non-Significant Subsidiary” shall mean at any time, any Subsidiary (a) which at such time has
total assets book value (including the total assets book value of any subsidiaries of such
Subsidiary), or for which the Borrower or any of the Subsidiaries shall have paid (including the
assumption of Indebtedness) in connection with the acquisition of Equity Interests or the total
assets of such Subsidiary, less than $10,000,000 or (b) which does not and will not itself or
through its subsidiaries own a Hospital or an interest in a Hospital or manage or operate a
Hospital and which is listed on Schedule 1.01(d) hereto (or on any updates to such Schedule
subsequently furnished by the Borrower to the Administrative Agent) as a “Non-Significant
Subsidiary”, provided that the total assets of all Non-Significant Subsidiaries at any time does
not exceed 5.0% of the total assets of Parent, the Borrower and the Subsidiaries on a consolidated
basis.



     “Obligations” shall mean all obligations defined as “Bank Loan Obligations” in the Guarantee
and Collateral Agreement and the other Security Documents.



     “Original Credit Agreement” shall have the meaning assigned to such term in the Preliminary
Statement.



     “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.



 









 





     “Other Term A Loans” shall mean Other Term Loans which (a) amortize at a rate per annum of not
less than 5.00% in each period of four consecutive fiscal quarters commencing on or after the
effectiveness of such Other Term Loans and ending on or prior to the applicable Incremental Term
Loan Maturity Date and (b) have a weighted average life to maturity, when incurred, of five years
or less.



     “Other Term Loans” shall have the meaning assigned to such term in Section 2.24(a).



     “Pari Passu Debt” shall mean Indebtedness which (a) is issued, incurred, created, assumed or
guaranteed by any Loan Party, (b) is not an obligation of, or otherwise Guaranteed by, any
Subsidiary of Parent that is not a Loan Party, (c) is not secured by any Lien on any asset of
Parent, the Borrower or any Subsidiary other than any asset constituting Collateral, (d) does not
amortize at a rate per annum in excess of 1.00% during any period of four consecutive fiscal
quarters commencing on or after the date such Pari Passu Debt is incurred by any Loan Party, (e) is
subject to a Pari Passu Intercreditor Agreement and (f) is issued, incurred, created or assumed (i)
to finance, or otherwise in connection with, a Permitted Acquisition, (ii) in order to extend,
renew, refinance or replace existing Pari Passu Debt, provided that (A) the principal amount of
such Pari Passu Debt is not increased (except by an amount not to exceed (1) the amount of unpaid
accrued interest and premium on the existing Pari Passu Debt so extended, renewed, refinanced or
replaced, plus (2) other reasonable amounts paid and fees and expenses incurred in
connection with such extension, renewal, refinancing or replacement) and (B) neither the final
maturity nor the weighted average life to maturity of such Pari Passu Debt is decreased thereby or
(iii) in order to obtain Net Cash Proceeds, 100% of which (if not used in the manner set forth in
the foregoing clauses (i) and (ii)) are used by the Borrower, not later than the fifth Business Day
following the receipt thereof, to prepay outstanding Term Loans in the manner set forth in Section
2.13(g).



     “Pari Passu Debt Obligations” shall have the meaning assigned to such term in the Guarantee
and Collateral Agreement.



     “Pari Passu Intercreditor Agreement” shall mean any intercreditor agreement, collateral trust
agreement or similar agreement governing the relative priorities of the holders of the Obligations,
on the one hand, and the holders of the Pari Passu Debt Obligations, on the other hand, provided
that such agreement (a) contains terms that are not less favorable to the holders of the
Obligations than to the holders of the Pari Passu Debt Obligations, (b) provides for the Pari Passu
Debt Obligations to be secured by Liens on the Collateral having the same priority as, or junior
priority to, the Liens securing the Obligations and (c) is otherwise on terms reasonably acceptable
to the Administrative Agent.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



     “Pension Act” shall mean the Pension Protection Act of 2006, as amended from time to time.



     “Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h).



     “Permitted Additional Debt” of any Loan Party shall mean any unsecured Indebtedness of such
Loan Party or an unsecured or subordinated Guarantee of or by such Loan Party, in each



 









 




case which (a) matures on or after, and requires no scheduled payments of principal prior to,
January 15, 2018 (other than pursuant to customary offers to purchase upon a change of control,
payments required to prevent any such Indebtedness from being treated as an “applicable high yield
discount obligation” with the meaning of Section 163(i)(1) of the Code, asset sale or event of loss
and customary acceleration rights after an event of default), (b) contains no financial maintenance
covenants and (c) to the extent the same is subordinated to any Indebtedness, is subordinate or
junior in right of payment to the Obligations, pursuant to a written agreement on terms customary
for similar Indebtedness at the time of issuance.




     “Permitted Amendments” shall have the meaning assigned to such term in Section 2.25(c).



     “Permitted Capital Expenditure Amount” shall have the meaning assigned to such term in Section
6.11.



     “Permitted Interest Transfer” shall mean a sale, issuance or other transfer of securities of a
Subsidiary or of assets of any Subsidiary to a new Subsidiary, if after such sale or other
transfer, such Subsidiary shall meet the applicable requirements of the definition of “Permitted
Joint Venture Subsidiary”, “Non-Significant Subsidiary” or “Permitted Syndication Subsidiary”;
provided that (a) the aggregate fair market value (determined at the time of and after giving
effect to any Permitted Interest Transfer) of all Permitted Interest Transfers made to, or in
connection with the establishment of, a Permitted Joint Venture shall not exceed $1,000,000,000 and
(b) at the time of and after giving effect to any Permitted Interest Transfer the total book value
of the assets, calculated as of the date of the applicable Permitted Interest Transfer, of all
Subsidiaries (other than Loan Parties) that become Permitted Joint Venture Subsidiaries or
Permitted Syndication Subsidiaries after the Closing Date as a result of a Permitted Interest
Transfer made after the Closing Date shall not exceed (i) 10% of the total book value of the assets
of Parent, the Borrower and the Subsidiaries on a consolidated basis, calculated as of the date of
the applicable Permitted Interest Transfer, in the case of Permitted Joint Venture Subsidiaries,
and (ii) 10% of the total book value of the assets of Parent, the Borrower and the Subsidiaries on
a consolidated basis, calculated as of the date of the applicable Permitted Interest Transfer, in
the case of Permitted Syndication Subsidiaries.



     “Permitted Investments” shall mean:



     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;



     (b) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or
from Moody’s;



     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, the Administrative Agent or any domestic office
of any commercial bank organized under the laws of the United States of



 









 




America or any State thereof that has a combined capital and surplus and undivided profits of
not less than $500,000,000;




     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria of clause (c) above;



     (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested in investments of
the type described in clauses (a) through (d) above; and



     (f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal
investment practices for cash management in investments of a type analogous to the foregoing.



     “Permitted Joint Venture Subsidiary” shall mean a partially owned Subsidiary pursuant to which
the Borrower or such Subsidiary conducts a Permitted Joint Venture.



     “Permitted Joint Ventures” shall mean acquisitions (by merger, purchase, lease (including any
lease that contains upfront payments or buy out options) or otherwise), not constituting Permitted
Acquisitions, by Parent, the Borrower or any of the Subsidiaries of interests in any of the assets
of, or shares of the capital stock of or other Equity Interests in, a person or division or line of
business of any person engaged in the same business as the Borrower and the Subsidiaries or in a
related business; provided that (a) no Default or Event of Default shall have occurred and be
continuing, and the Borrower shall have delivered to the Administrative Agent an officers’
certificate to such effect, together with all relevant financial information for such corporation
or other entity or acquired assets and (b) except for the Permitted Joint Ventures listed on
Schedule 1.01(e), to the extent (i) the aggregate value of the investments, loans and advances made
by Parent, the Borrower and the Subsidiaries in (including assets transferred to) any Permitted
Joint Venture, in each case, measured as of the date of each such investment, loan or advance (net
of any repayments or return of capital in respect thereof actually received in cash by Parent, the
Borrower or the Subsidiaries (net of applicable Taxes) after the Closing Date) (the “Net Investment
Amount”), when added to the aggregate Net Investment Amounts of all Permitted Joint Ventures
consummated after the Closing Date, would exceed $300,000,000, the Leverage Ratio Condition and the
Liquidity Condition would each be satisfied and (ii) to the extent such aggregate Net Investment
Amounts would exceed $500,000,000, the Borrower shall have received in writing, prior to effecting
any such Permitted Joint Venture, a Ratings Agency Confirmation in respect of such Permitted Joint
Venture and any financing therefor, and shall have furnished such Ratings Agency Confirmation to
the Administrative Agent.



     “Permitted Real Estate Indebtedness” shall have the meaning assigned to such term in Section
6.01(f).



     “Permitted Receivables Transaction” shall have the meaning assigned to such term in Section
6.05(b).



 









 





     “Permitted Syndication Subsidiary” shall mean a partially owned Subsidiary of the Borrower
which, after giving effect to a Permitted Syndication Transaction, owns, leases or operates the
Hospital which is the subject of such Permitted Syndication Transaction.



     “Permitted Syndication Transaction” shall have the meaning assigned to such term in Section
6.05(b).



     “Permitted Syndication Transaction Partner” shall mean one or more persons (other than Parent,
the Borrower or any Subsidiary) that owns a minority interest in a Permitted Syndication
Subsidiary.



     “person” shall mean any natural person, corporation, business trust, joint venture,
association, company, limited liability company, partnership, Governmental Authority or other
entity.



     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
sponsored, maintained or contributed to by the Borrower or any ERISA Affiliate.



     “Platform” shall have the meaning assigned to such term in Section 9.01.



     “Practice Guarantees” shall mean admitting physician practice guarantees pursuant to which
Parent, the Borrower or any of the Subsidiaries guarantees to pay an admitting physician on the
medical staff of a Hospital the difference between such admitting physician’s monthly net revenue
from professional fees and a minimum monthly guaranteed amount.



     “Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit
Suisse AG as its prime rate in effect at its principal office in New York City and notified to the
Borrower.



     “Pro Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of
the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In
the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata
Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in
effect, giving effect to any subsequent assignments.



     “Public Lender” shall have the meaning assigned to such term in Section 9.01.



     “Qualified Capital Stock” of any person shall mean any Equity Interest of such person that is
not Disqualified Stock.



     “Ratings Agency Confirmation” shall mean, with respect to any transaction or matter in
question, confirmation from each of Moody’s and S&P that such transaction or matter will not result
in a downgrade, qualification or withdrawal of the then current corporate credit ratings of the
Borrower.



     “Receivables” shall mean a right to receive payment arising from a sale or lease of goods or
the performance of services by a person pursuant to an arrangement with another person by which
such other person is obligated to pay for goods or services under terms that permit the purchase of
such goods and services on credit, and all proceeds thereof and rights (contractual or



 









 




other) and collateral related thereto, and shall include, in any event, any items of property
that would be classified as accounts receivable on the balance sheet of the Borrower or any of the
Subsidiaries prepared in accordance with GAAP or an “account”, “chattel paper”, an “instrument”, a
“general intangible” or a “payment intangible” under the Uniform Commercial Code as in effect in
the State of New York and any “supporting obligations” or “proceeds” (as so defined) of any such
items.




     “Receivables Transaction” shall mean, with respect to the Borrower and/or any of the
Subsidiaries, any transaction or series of transactions of sales, factoring or securitizations
involving Receivables pursuant to which the Borrower or any Subsidiary may sell, convey or
otherwise transfer to a Securitization Subsidiary or any other Person, and may grant a
corresponding security interest in, any Receivables (whether now existing or arising in the future)
of the Borrower or any Subsidiary, and any assets related thereto including collateral securing
such Receivables, contracts and all Guarantees or other obligations in respect of such Receivables,
the proceeds of such Receivables and other assets which are customarily transferred, or in respect
of which security interests are customarily granted, in connection with sales, factoring or
securitizations involving Receivables.



     “Receivables Transaction Amount” shall mean (a) in the case of any Receivables securitization
(but excluding any sale or factoring of Receivables), the amount of obligations outstanding under
the legal documents entered into as part of such Receivables securitization on any date of
determination that would be characterized as principal if such Receivables securitization were
structured as a secured lending transaction rather than as a purchase and (b) in the case of any
sale or factoring of Receivables, the cash purchase price paid by the buyer in connection with its
purchase of Receivables (including any bills of exchange) less the amount of collections received
in respect of such Receivables and paid to such buyer, excluding any amounts applied to purchase
fees or discount or in the nature of interest, in each case as determined in good faith and in a
consistent and commercially reasonable manner by the Borrower (provided that if such method of
calculation is not applicable to such sale or factoring of Receivables, the amount of Receivables
Transaction Amount associated therewith shall be determined in a manner mutually acceptable to the
Borrower and the Administrative Agent).



     “Received Exercise Proceeds Amount” shall mean, as at any date of determination, an amount
equal to (a) the aggregate net cash proceeds received by the Borrower in respect of any issuance of
Equity Interests to employees or directors after the Closing Date, including payments in connection
with the exercise of stock options, minus (b) the aggregate amount of all Restricted
Payments made in reliance on Section 6.06(a)(vii) prior to such date.



     “Register” shall have the meaning assigned to such term in Section 9.04(d).



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.




 











 





     “Related Fund” shall mean, with respect to any Lender that is a fund or commingled
investment vehicle that invests in bank loans, any other fund that invests in bank loans and is
managed or advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.



     “Related Parties” shall mean, with respect to any specified person, such person’s Affiliates
and the respective directors, trustees, officers, employees, agents and advisors of such person and
such person’s Affiliates.



     “Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or
within or upon any building, structure, facility or fixture.



     “Repayment Date” shall mean an Extended Term Loan Repayment Date, a Non-Extended Delayed Draw
Term Loan Repayment Date, a Non-Extended Funded Term Loan Repayment Date or an Incremental Term
Loan Repayment Date.



     “Replacement Capital Expenditures” shall mean Capital Expenditures on or after the Closing
Date made in connection with (i) the replacement of a Hospital as required by the agreements
pursuant to which such Hospital, or the entity owning such Hospital, was acquired by the Borrower
or any of the Subsidiaries from a third-party, whether pursuant to such agreement existing as of
the Closing Date or entered into thereafter, (ii) the replacement of the Hospitals (owned, leased
or operated by the Borrower or any of the Subsidiaries or in which the Borrower or any of the
Subsidiaries owns an Equity Interest as of the Closing Date) in Birmingham, Alabama and Barstow,
California.



     “Required Lenders” shall mean, at any time, Lenders having Loans (excluding Swingline Loans),
L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments
representing more than 50% of the sum of all Loans outstanding (excluding Swingline Loans), L/C
Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments at
such time; provided that the Revolving Loans, L/C Exposure, Swingline Exposure and unused Revolving
Credit Commitments of any Defaulting Lender shall be disregarded in the determination of the
Required Lenders at any time.



     “Responsible Officer” of any person shall mean any executive officer, executive vice president
or Financial Officer of such person and any other officer or similar official thereof responsible
for the administration of the obligations of such person in respect of this Agreement.



     “Restatement Effective Date” shall have the meaning assigned to such term in the Amendment and
Restatement Agreement.



     “Restricted Indebtedness” shall mean Indebtedness of Parent, the Borrower or any Subsidiary,
the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).



     “Restricted Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property (other than Qualified Capital Stock)) with respect to any Equity
Interests in Parent, the Borrower or any Subsidiary, or any payment (whether in cash, securities or
other property (other than Qualified Capital Stock)), including any sinking fund or similar



 









 




deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interests in Parent, the Borrower or any Subsidiary.




     “Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.



     “Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such
Lender to make Revolving Loans hereunder (and to acquire participations in Swingline Loans and
Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as
the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.



     “Revolving Credit Commitment Fee” shall have the meaning assigned to such term in Section
2.05(a).



     “Revolving Credit Commitment Fee Rate” shall have the meaning assigned to such term in the
definition of the term “Applicable Percentage”.



     “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate
principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate
amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such
Lender’s Swingline Exposure.



     “Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an
outstanding Revolving Loan.



     “Revolving Credit Loan Modification Agreement” shall mean a Revolving Credit Loan Modification
Agreement in form and substance reasonably satisfactory to the Administrative Agent and the
Borrower, among the Borrower, the other Loan Parties, one or more Accepting Revolving Credit
Lenders and the Administrative Agent.



     “Revolving Credit Loan Modification Offer” shall have the meaning specified in Section
2.25(a).



     “Revolving Credit Maturity Date” shall mean July 25, 2013.



     “Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant
to Section 2.01.



     “S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.



     “SEC” shall mean the U.S. Securities and Exchange Commission or any Governmental Authority
succeeding to any or all of its functions.



     “Secured Leverage Ratio” shall mean, on any date, the ratio of (a) Total Secured Debt to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or
prior to such date for which financial statements have been delivered (or were required to be
delivered) pursuant to Section 5.04(a) or (b). In any period of four consecutive fiscal quarters



 









 




in which any Permitted Acquisition or Significant Asset Sale occurs, the Secured Leverage
Ratio shall be determined on a pro forma basis in accordance with Section 1.03.




     “Secured Leverage Ratio Condition” shall mean, on any date, after giving pro forma effect to
any Specified Transaction to occur on such date as contemplated by Section 1.03, that the Secured
Leverage Ratio shall not be greater than 3.5 to 1.0.



     “Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral
Agreement.



     “Securitization Subsidiary” shall mean any special purpose Subsidiary that acquires
Receivables generated by the Borrower or any of the Subsidiaries and that engages in no operations
or activities other than those related to a Permitted Receivables Transaction.



     “Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement and each
of the security agreements, mortgages and other instruments and documents executed and delivered
pursuant to any of the foregoing or pursuant to Section 5.12 or 9.20.



     “Senior Note Indenture” shall mean the indenture under which the Senior Notes are issued, as
the same may be amended, restated, substituted, replaced, refinanced, supplemented or otherwise
modified from time to time in accordance with Section 6.01(h).



     “Senior Notes” shall mean the Borrower’s 8.875% Senior Notes due 2015, in an initial aggregate
principal amount of $3,021,331,000, as the same may be amended, restated, substituted, replaced,
refinanced, supplemented or otherwise modified from time to time pursuant to Section 6.01(h).



     “Shared Collateral Agent” shall have the meaning assigned to such term in Section 9.20.



     “Significant Asset Sale” shall mean the sale, transfer, lease or other disposition by Parent,
the Borrower or any Subsidiary to any person other than the Borrower or a Subsidiary Guarantor of
all or substantially all of the assets of, or a majority of the Equity Interests in, a person, or a
division or line of business or other business unit of a person.



     “SPC” shall have the meaning assigned to such term in Section 9.04(i).



     “Specified Transaction” shall mean (a) the consummation of a Permitted Acquisition, (b) the
investment in a Permitted Joint Venture or an Unrestricted Subsidiary or (c) the incurrence or
assumption of Indebtedness pursuant to Section 6.01(m) or (v) and the use of proceeds thereof.



     “Spinout Subsidiary” shall mean an Unrestricted Subsidiary that is formed for the purpose of
acquiring the real property of Parent, the Borrower or any Subsidiary in connection with a Spinout
Transaction.



     “Spinout Transaction” shall mean the sale, transfer or other disposition by Parent, the
Borrower or any Subsidiary of real property owned by it to any Spinout Subsidiary in a transaction
permitted by Section 6.05(b)(i) and the subsequent distribution of the Equity Interests of such
Spinout Subsidiary to the equity holders of Parent.



 









 





     “Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board and any other banking authority, domestic or foreign, to
which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting
office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation
D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as
defined in Regulation D of the Board) and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and
as of the effective date of any change in any reserve percentage.



     “subsidiary” shall mean, as to any person, a corporation, partnership or other entity of which
Equity Interests having ordinary voting power (other than Equity Interests having such power only
by reason of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, directly or
indirectly, or the management of which is otherwise Controlled, directly or indirectly, or both, by
such person.



     “Subsidiary” shall mean any subsidiary of the Borrower; provided, however, that Unrestricted
Subsidiaries shall be deemed not to be Subsidiaries for any purpose of this Agreement or the other
Loan Documents.



     “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each other
Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section
5.12 (it being understood and agreed that no (i) Foreign Subsidiary, (ii) Non-Significant
Subsidiary, (iii) Permitted Syndication Subsidiary, (iv) Securitization Subsidiary, (v) Captive
Insurance Subsidiary, (vi) Permitted Joint Venture Subsidiary or (vii) Subsidiary listed on
Schedule 1.01(f), shall, in any case, be required to enter into the Guarantee and Collateral
Agreement pursuant to Section 5.12).



     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans
pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09.



     “Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all
outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any time
shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.



     “Swingline Lender” shall mean Credit Suisse AG, acting through any of its Affiliates or
branches, in its capacity as lender of Swingline Loans hereunder.



     “Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.



     “Syndication Proceeds” shall have the meaning assigned to such term in Section 6.05(b).



 









 





     “Syndication Transaction” shall mean a transaction (or series of transactions) whereby the
Borrower or a Subsidiary sells part, but not all, of its interest in a Subsidiary that owns, leases
or operates a Hospital to one or more third parties or of its interest in a Hospital to a partially
owned Subsidiary.



     “Synthetic Lease” shall mean, as to any person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is
accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or
obtains ownership of the property so leased for U.S. federal income tax purposes, other than any
such lease under which such person is the lessor.



     “Synthetic Lease Obligations” shall mean, as to any person, an amount equal to the capitalized
amount of the remaining lease payments under any Synthetic Lease that would appear on a balance
sheet of such person in accordance with GAAP if such obligations were accounted for as Capital
Lease Obligations.



     “Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Parent, the Borrower or any Subsidiary is or may become
obligated to make (a) any payment in connection with a purchase by any third party from a person
other than Parent, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness
or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or
Restricted Indebtedness) the amount of which is determined by reference to the price or value at
any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or
similar plan providing for payments only to current or former directors, officers or employees of
Parent, the Borrower or the Subsidiaries (or to their heirs and estates) shall be deemed to be a
Synthetic Purchase Agreement.



     “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.



     “Term Borrowing” shall mean a Borrowing comprised of Extended Term Loans, Non-Extended Term
Loans or Incremental Term Loans.



     “Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.



     “Term Loan Commitments” shall have the meaning assigned to such term in the Original Credit
Agreement. Unless the context shall otherwise require, the term “Term Loan Commitments” shall
include the Incremental Term Loan Commitments.



     “Term Loans” shall mean the Extended Term Loans and the Non-Extended Term Loans. Unless the
context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans.



     “Total Debt” shall mean, at any time, (a) the total Indebtedness of Parent, the Borrower and
the Subsidiaries at such time (excluding Indebtedness of the type described in clause (h) of the
definition of such term or under performance or surety bonds, in each case except to the extent of
any unreimbursed drawings thereunder) minus (b) the aggregate amount of unrestricted



 









 




cash and cash equivalents that is included on the consolidated balance sheet of Parent, the
Borrower and the Subsidiaries at such time.




     “Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the
Revolving Credit Commitments, as in effect at such time. As of the Restatement Effective Date, the
Total Revolving Credit Commitment is $750,000,000.



     “Total Secured Debt” shall mean, at any time the total Indebtedness of Parent, the Borrower
and the Subsidiaries at such time (excluding Indebtedness of the type described in clause (h) of
the definition of such term or under performance or surety bonds, in each case except to the extent
of any unreimbursed drawings thereunder) that is secured by Liens on any property or asset of
Parent, the Borrower and the Subsidiaries at such time.



     “Transactions” shall have the meaning assigned to such term in the Original Credit Agreement.



     “Triad” shall mean Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.), a Delaware
corporation and a wholly owned Subsidiary of the Borrower.



     “Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to
which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes
hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.



     “Unrestricted Subsidiary” shall mean any Subsidiary organized or acquired directly or
indirectly by Parent after the Closing Date that Parent designates as an “Unrestricted Subsidiary”
by written notice to the Administrative Agent. No Unrestricted Subsidiary may own any Equity
Interests of a Subsidiary; provided that, so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, Parent may redesignate any Unrestricted
Subsidiary as a “Subsidiary” by written notice to the Administrative Agent and by complying with
the applicable provisions of Section 5.12.



     “USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).



     “Voluntary Prepayment” shall mean a prepayment of principal of Term Loans pursuant to Section
2.12 in any year to the extent that such prepayment reduces the scheduled installments of principal
due in respect of Term Loans in any subsequent year.



     “wholly owned Subsidiary” of any person shall mean a subsidiary of such person of which
securities (except for directors’ qualifying shares) or other ownership interests representing 100%
of the Equity Interests are, at the time any determination is being made, owned, Controlled or held
by such person or one or more wholly owned Subsidiaries of such person or by such person and one or
more wholly owned Subsidiaries of such person.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.



 









 





     “Withholding Agent” shall mean any Loan Party or the Administrative Agent.



     SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”; and the
words “asset” and “property” shall be construed as having the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts
and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. Except as otherwise expressly provided herein, (a) any
reference in this Agreement to any Loan Document shall mean such document as amended, restated,
supplemented or otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes
to amend any covenant in Article VI or any related definition to eliminate the effect of any change
in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or
any related definition for such purpose), then the Borrower’s compliance with such covenant shall
be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.



     SECTION 1.03. Pro Forma Calculations. With respect to any period of four consecutive fiscal
quarters during which any Permitted Acquisition or Significant Asset Sale occurs, each of the
Leverage Ratio and the Secured Leverage Ratio shall, for all purposes set forth herein, be
calculated with respect to such period on a pro forma basis after giving effect to such Permitted
Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma
adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933,
as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses)
to the extent such cost savings are factually supportable, are expected to have a continuing impact
and have been realized or are reasonably expected to be realized within 12 months following any
such Permitted Acquisition; provided that at the election of Parent, such pro forma adjustment
shall not be required to be determined for any Permitted Acquisition if the aggregate consideration
paid in connection with such acquisition is less than $100,000,000; provided further that all such
adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of
Parent), using, for purposes of making such calculations, the historical financial statements of
Parent, the Borrower and the Subsidiaries which shall be reformulated as if such Permitted
Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset
Sales that have been consummated during the period, had been consummated on the first day of such
period. In addition, solely for purposes of determining whether a Specified Transaction is
permitted hereunder (including whether such Specified Transaction would result in a Default or
Event of Default and whether the Leverage Ratio Condition or the Secured Leverage Ratio Condition
would be met), the Leverage Ratio and the Secured Leverage Ratio shall be calculated on a pro forma
basis as provided in the preceding sentence.



 









 





     SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a
“Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may
be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).



ARTICLE II




The Credits



     SECTION 2.01. Commitments. (a) The Borrower and the Term Lenders acknowledge the making of
the Existing Term Loans under the Original Credit Agreement and agree that, to the extent
outstanding on the Restatement Effective Date, the Existing Term Loans shall continue to be
outstanding as Extended Term Loans or Non-Extended Term Loans, as applicable under this Agreement
and the other Loan Documents. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and
not jointly, to make Revolving Loans to the Borrower, at any time and from time to time after the
Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of
the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lender’s Revolving Credit
Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the
preceding sentence and subject to the terms, conditions and limitations set forth herein, the
Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in
respect of Term Loans may not be reborrowed.



     (b) Subject to the terms and conditions and relying upon the representations and warranties
set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender
having an Incremental Term Loan Commitment agrees, severally and not jointly, to make Incremental
Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term
Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be
reborrowed.



     SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable
Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no
Lender shall be responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans
comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple
of $1,000,000 and not less than $3,000,000 (except, with respect to any Incremental Term Borrowing,
to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii)
equal to the remaining available balance of the applicable Commitments.



     (b) Subject to Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of
ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender
may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of



 









 




such option shall not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made,
would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. For
purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Borrowings.




     (c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds to such account in New York City as the Administrative Agent may designate not
later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account designated by the Borrower in the applicable Borrowing Request
or, if a Borrowing shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective Lenders.



     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing in accordance with
paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If the Administrative Agent shall
have so made funds available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower to but excluding the date such amount is repaid
to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost
of overnight or short-term funds (which determination shall be conclusive absent manifest error).
If such Lender shall not repay to the Administrative Agent such corresponding amount within three
Business Days after demand by the Administrative Agent, then the Administrative Agent shall be
entitled to recover such amount with interest thereon at the rate per annum equal to the interest
rate applicable at the time to the Loans comprising such Borrowing, on demand, from the Borrower.
If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.



     (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto
would end after the Revolving Credit Maturity Date.



     (f) If the Issuing Bank shall not have received from the Borrower the payment required to be
made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly
notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly
notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof.
Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the
Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such
Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City
time, on any day, not later than 10:00 a.m., New York City time, on the immediately following
Business Day), an amount equal to such Lender’s Pro Rata Percentage of



 









 




such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing
set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations
of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the
resulting ABR Revolving Credit Borrowing, and (ii) if such conditions precedent to borrowing have
not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a
Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement),
and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from
the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any
amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any
Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received
by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the
Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their
interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage
of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and
the Borrower severally agree to pay interest on such amount, for each day from and including the
date such amount is required to be paid in accordance with this paragraph to but excluding the date
such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the
case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans
pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the
Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.




     SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a Swingline
Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not
apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business
Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00
(noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to
the Administrative Agent of a written Borrowing Request and shall specify the following
information: (i) whether the Borrowing then being requested is to be an Extended Term Borrowing, a
Non-Extended Delayed Draw Term Borrowing, a Non-Extended Funded Term Borrowing, an Incremental Term
Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar
Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day);
(iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of
such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with
respect thereto; provided, however, that, notwithstanding any contrary specification in any
Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section
2.02. If no election as to the Type of Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. The Administrative Agent shall promptly
advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents
thereof), and of each Lender’s portion of the requested Borrowing.



 









 





     SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender (i) the principal amount
of each Term Loan of such Lender as provided in Section 2.11 and (ii) the then unpaid principal
amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date. The Borrower
hereby promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline
Loan on the earlier of the Revolving Credit Maturity Date and the 15th day after such Swingline
Loan is made.



     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.



     (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount
of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share
thereof.



     (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above
shall be prima facie evidence of the existence and amounts of the obligations therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligations of the Borrower to
repay the Loans in accordance with their terms.



     (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note.
In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to
such Lender and its registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive such a promissory note, the interests represented by
such note shall at all times (including after any assignment of all or part of such interests
pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named
therein or its registered assigns.



     SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through
the Administrative Agent, on the last Business Day of March, June, September and December in each
year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be
terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to the
Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the Revolving Credit
Commitment of such Lender during the preceding quarter (or other period ending with the Revolving
Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall
expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days. For purposes of calculating Revolving Credit Commitment
Fees, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of
outstanding Swingline Loans.



 









 





     (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the
administrative fees set forth in the Fee Letter at the times and in the amounts specified therein
(the “Administrative Agent Fees”).



     (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the
Administrative Agent, on the last Business Day of March, June, September and December of each year
and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as
provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage
of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C
Disbursements) during the preceding quarter (or shorter period ending with the Revolving Credit
Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the
Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal
to the Applicable Percentage from time to time used to determine the interest rate on Revolving
Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing
Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees
specified from time to time by the Issuing Bank (the “Issuing Bank Fees”); provided that each such
fronting fee charged from time to time shall not exceed 0.25% per annum of the aggregate undrawn
face amount of the then outstanding Letters of Credit. All L/C Participation Fees and Issuing Bank
Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.



     (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the
Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be
refundable under any circumstances.



     SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans
comprising each ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when
the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at
all other times and calculated from and including the date of such Borrowing to but excluding the
date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable
Percentage in effect from time to time.



     (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Percentage in effect from time to time.



     (c) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such
Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or
Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be,
shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.



     SECTION 2.07. Default Interest. If the Borrower shall default in the payment of any
principal of or interest on any Loan or any other amount due hereunder, by acceleration or
otherwise, or under any other Loan Document, then, until such defaulted amount shall have been paid
in full, to the extent permitted by law, such defaulted amount shall bear interest (after as



 









 




well as before judgment), payable on demand, (a) in the case of principal, at the rate
otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all
other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a
year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and
over a year of 360 days at all other times) equal to the rate that would be applicable to an ABR
Loan of the applicable Class plus 2.00% per annum.




     SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the
day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing
the Administrative Agent shall have determined that dollar deposits in the principal amounts of the
Loans comprising such Borrowing are not generally available in the London interbank market, or that
the rates at which such dollar deposits are being offered will not adequately and fairly reflect
the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or
that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative
Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to
the Borrower and the Lenders. In the event of any such determination, until the Administrative
Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section
2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the
Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.



     SECTION 2.09. Termination and Reduction of Commitments. (a) The Incremental Term Loan
Commitments shall terminate as provided in the related Incremental Term Loan Assumption Agreement.
The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the
Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to
occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 10 Business Days
prior to the Revolving Credit Maturity Date.



     (b) Upon at least three Business Days’ prior written or fax notice to the Administrative
Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Revolving Credit Commitments or the Swingline Commitment; provided,
however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an
integral multiple of $1,000,000 and in a minimum amount of $3,000,000, (ii) each partial reduction
of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of
$1,000,000 and (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that
is less than the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the
Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination
of the Revolving Credit Commitments or the Swingline Commitment delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit facilities, indentures or
similar agreements or any other event, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied.



     (c) Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among
the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to
the Administrative Agent for the account of the applicable Lenders, on the date of each termination
or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued
to but excluding the date of such termination or reduction.



 









 





     SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower shall have the right
at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00
(noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar
Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three
Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional
Interest Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior
to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another
permissible Interest Period, subject in each case to the following:




     (i) each conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans comprising the converted or
continued Borrowing;




     (ii) if less than all the outstanding principal amount of any Borrowing shall be
converted or continued, then each resulting Borrowing shall satisfy the limitations
specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number
of Borrowings of the relevant Type;




     (iii) each conversion shall be effected by each Lender and the Administrative Agent by
recording for the account of such Lender the new Loan of such Lender resulting from such
conversion and reducing the Loan (or portion thereof) of such Lender being converted by an
equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof)
being converted shall be paid by the Borrower at the time of conversion;




     (iv) if any Eurodollar Borrowing is converted at a time other than the end of the
Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to
the Lenders pursuant to Section 2.16;




     (v) any portion of a Borrowing maturing or required to be repaid in less than one
month may not be converted into or continued as a Eurodollar Borrowing;




     (vi) any portion of a Eurodollar Borrowing that cannot be converted into or continued
as a Eurodollar Borrowing by reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period in effect for such Borrowing into
an ABR Borrowing;




     (vii) no Interest Period may be selected for any Eurodollar Term Borrowing that would
end later than a Repayment Date occurring on or after the first day of such Interest Period
if, after giving effect to such selection, the aggregate outstanding amount of (A) the
Eurodollar Term Borrowings comprised of Extended Term Loans, Non-Extended Delayed Draw Term
Loans, Non-Extended Funded Term Loans or Other Term Loans, as applicable, with Interest
Periods ending on or prior to such Repayment Date and (B) the ABR Term Borrowings comprised
of Extended Term Loans, Non-Extended Delayed Draw Term Loans, Non-Extended Funded Term Loans
or Other Term Loans, as applicable, would not be at least equal to the principal amount of
Term Borrowings to be paid on such Repayment Date; and



 









 






     (viii) upon notice to the Borrower from the Administrative Agent given at the request
of the Required Lenders, after the occurrence and during the continuance of a Default or
Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar
Loan.



     Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be
converted or continued, (ii) whether such Borrowing is to be converted to or continued as a
Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or
continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest
Period is specified in any such notice with respect to any conversion to or continuation as a
Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one
month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant
to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the
Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing
into a subsequent Interest Period (and shall not otherwise have given notice in accordance with
this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest
Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued
into an ABR Borrowing.



     SECTION 2.11. Repayment of Term Borrowings. (a) (i) The Borrower shall pay to the
Administrative Agent, for the account of the Non-Extended Funded Term Loan Lenders, (A) on the last
Business Day of each March, June, September and December, commencing with the last Business Day of
December 2010 (each such date being called a “Non-Extended Funded Term Loan Repayment Date”), a
principal amount of the Non-Extended Funded Term Loans (as adjusted from time to time pursuant to
Sections 2.12 and 2.13(g)) equal to (1) the amount that would have been payable on such date in
respect of the Existing Funded Term Loans pursuant to Section 2.11(a)(i) of the Original Credit
Agreement multiplied by (2) a fraction, the numerator of which is the aggregate amount of all
Non-Extended Funded Term Loans outstanding on the Restatement Effective Date immediately after the
effectiveness of the Amendment and Restatement Agreement, and the denominator of which is the
aggregate amount of all Existing Funded Term Loans outstanding on the Restatement Effective Date
immediately prior to the effectiveness of the Amendment and Restatement Agreement and (B) on the
Non-Extended Term Loan Maturity Date, the aggregate principal amount of all Non-Extended Funded
Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment.



     (ii) The Borrower shall pay to the Administrative Agent, for the account of the Non-Extended
Delayed Draw Term Loan Lenders, (A) on the last Business Day of each March, June, September and
December, commencing with the last Business Day of December 2010 (each such date being called a
“      Non-Extended Delayed Draw Term Loan Repayment Date”), a principal amount of the Non-Extended
Delayed Draw Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(g)) equal
to (1) the amount that would have been payable on such date in respect of the Existing Delayed Draw
Term Loans pursuant to Section 2.11(a)(ii) of the Original Credit Agreement multiplied by (2) a
fraction, the numerator of which is the aggregate amount of all Non-Extended Delayed Draw Term
Loans outstanding on the Restatement Effective Date immediately after the effectiveness of the
Amendment and



 









 




Restatement Agreement, and the denominator of which is the aggregate amount of all Existing
Delayed Draw Term Loans outstanding on the Restatement Effective Date immediately prior to the
effectiveness of the Amendment and Restatement Agreement and (B) on the Non-Extended Term Loan
Maturity Date, the aggregate principal amount of all Non-Extended Delayed Draw Term Loans
outstanding on such date, together in each case with accrued and unpaid interest on the principal
amount to be paid to but excluding the date of such payment.




     (iii) The Borrower shall pay to the Administrative Agent, for the account of the Extended
Term Loan Lenders, (A) on the last Business Day of each March, June, September and December,
commencing with the last Business Day of December 2010 (each such date being called an “Extended
Term Loan Repayment Date”), a principal amount of the Extended Term Loans (as adjusted from time to
time pursuant to Sections 2.12, 2.13(g) and 2.24(d)) equal to 0.25% of the aggregate principal
amount of all Extended Term Loans outstanding on the Restatement Effective Date and (B) on the
Extended Term Loan Maturity Date, the aggregate principal amount of all Extended Term Loans
outstanding on such date, together in each case with accrued and unpaid interest on the principal
amount to be paid to but excluding the date of such payment.



     (iv) The Borrower shall pay to the Administrative Agent, for the account of the Incremental
Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term
Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(g) and 2.24(d)) equal to the
amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement,
together in each case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment.



     (b) To the extent not previously paid, (i) all Non-Extended Term Loans shall be due and
payable on the Non-Extended Term Loan Maturity Date, (ii) all Extended Term Loans shall be due and
payable on the Extended Term Loan Maturity Date and (iii) all Other Term Loans shall be due and
payable on the Incremental Term Loan Maturity Date applicable thereto, in each case together with
accrued and unpaid interest on the principal amount to be paid to but excluding the date of
payment.



     (c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall
otherwise be without premium or penalty.



     SECTION 2.12. Optional Prepayment. (a) The Borrower shall have the right at any time and
from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’
prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in
the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by
written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR
Loans, to the Administrative Agent before 11:00 a.m., New York City time; provided, however, that
each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not
less than $3,000,000.



     (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if
no such direction is provided, pro rata against the remaining scheduled installments of principal
due in respect of the Term Loans under Section 2.11, provided that no prepayment of the Extended
Term Loans shall be made pursuant to this Section unless the remaining Non-Extended Term Loans, if
any, shall be prepaid at least ratably.



 









 





     (c) Each notice of prepayment shall specify the prepayment date and the principal amount of
each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the
Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided
that a notice of prepayment may state that such notice is conditioned upon the effectiveness of
other credit facilities, indentures or similar agreements or any other event, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments
under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in
connection with the termination or permanent reduction of the Revolving Credit Commitments) shall
be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.



     SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of all the
Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay
all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or
cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the
Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any
partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving
Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the
date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or
Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline
Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other
arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters
of Credit in an amount sufficient to eliminate such excess.



     (b) Not later than the fifth Business Day after the earlier of (i) the receipt of aggregate
Net Cash Proceeds in respect of Asset Sales (other than, for the avoidance of doubt, sales of
Receivables in a Permitted Receivables Transaction, which such sales shall be subject to Section
2.13(e) below) in excess of $50,000,000 and (ii) the first anniversary of the Borrower’s most
recent prepayment pursuant to this Section 2.13(b), the Borrower shall apply 100% of the Net Cash
Proceeds so received (and not yet used to prepay Term Loans pursuant to this Section 2.13(b)) to
prepay outstanding Term Loans in accordance with Section 2.13(g); provided that the Borrower may
use a portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on
the Collateral having the same priority as the Liens securing the Obligations to the extent any
applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires
the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such
Asset Sale, in each case in an amount not to exceed the product of (A) the amount of such Net Cash
Proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such
Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of
such Pari Passu Debt and the outstanding principal amount of Term Loans.



     (c) No later than 95 days after the end of each fiscal year of the Borrower, the Borrower
shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal
amount equal to (x) 50% of Excess Cash Flow for the fiscal year then ended minus (y) Voluntary
Prepayments made during such fiscal year; provided that such percentage shall be



 









 




reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to
1.00 but equal to or greater than 3.50 to 1.00 and such percentage shall be reduced to zero (i.e.,
no payments shall be required pursuant to this Section 2.13(c)) if the Leverage Ratio as of the end
of such fiscal year was less than 3.50 to 1.00.




     (d) In the event that Parent or any of its subsidiaries shall receive Net Cash Proceeds from
the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from
the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than
Sections 6.01(f) and 6.01(o) (except for refinancing Indebtedness incurred thereunder), the
Borrower shall, substantially simultaneously with (and in any event not later than the fifth
Business Day next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary,
apply an amount equal to 100% of such Net Cash Proceeds (or, in the case of Permitted Additional
Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000) to prepay outstanding Term
Loans in accordance with Section 2.13(g).



     (e) To the extent Parent or any of its subsidiaries shall receive aggregate Net Cash Proceeds
in excess of $300,000,000 from the consummation of Permitted Receivables Transactions, the Borrower
shall, substantially simultaneously with (and in any event not later than the fifth Business Day
next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount
equal to 100% of the amount of such Net Cash Proceeds so in excess of $300,000,000 to prepay
outstanding Term Loans in accordance with Section 2.13(g), provided that, the Borrower may use a
portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on the
Collateral having the same priority as the Liens securing the Obligations to the extent any
applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires
the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such
transaction, in each case in an amount not to exceed the product of (i) the amount of such Net Cash
Proceeds and (ii) a fraction, the numerator of which is the outstanding principal amount of such
Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such
Pari Passu Debt and the outstanding principal amount of Term Loans.



     (f) [Intentionally Omitted].



     (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated
pro rata among the Extended Term Loans, the Non-Extended Term Loans and the Other Term Loans and
first applied in order of maturity of the scheduled installments of principal due in respect of the
Non-Extended Term Loans, the Extended Term Loans and the Other Term Loans under Sections
2.11(a)(i), (ii) and (iii) for the first eight installments following such mandatory prepayment
(commencing with the first such scheduled installment pursuant to Sections 2.11(a)(i), (ii) and
(iii)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments
of principal due in respect of the Non-Extended Term Loans, the Extended Term Loans, and the Other
Term Loans under Sections 2.11(a)(i), (ii) and (iii), respectively, the amount of such mandatory
prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof
before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of
any payments required to be made by the Borrower pursuant to Section 2.16.



     (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment
required under this Section 2.13(b), (c), (d) or (e), as applicable, (i) a certificate



 









 




signed by a Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable, at least two days
prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment
date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion
thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by
accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of
payment (which interest amounts shall reduce the amount of Net Cash Proceeds required to be applied
to prepay the Loans).




     SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other
provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with or for the account
of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which
is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the
London interbank market any other condition affecting this Agreement or Eurodollar Loans made by
such Lender or any Letter of Credit or participation therein, and the result of any of the
foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining
any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of
Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum
received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest
or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, from time to time such
additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered.



     (b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding
capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or
the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding
company, if any, as a consequence of this Agreement or the Loans made or participations in Letters
of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing
Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the
Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender
or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.



     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as
specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as
due on any such certificate delivered by it within 30 days after its receipt of the same.



 









 





     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for
any increased costs or reduction in amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such
compensation; provided that the Borrower shall not be under any obligation to compensate any Lender
or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions
with respect to any period prior to the date that is 120 days prior to such request if such Lender
or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving
rise to such increased costs or reductions and of the fact that such circumstances would result in
a claim for increased compensation by reason of such increased costs or reductions; provided
further that the foregoing limitation shall not apply to any increased costs or reductions arising
out of the retroactive application of any Change in Law within such 120-day period. The protection
of this Section shall be available to each Lender and the Issuing Bank regardless of any possible
contention of the invalidity or inapplicability of the Change in Law that shall have occurred or
been imposed.



     SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this
Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any
Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any
Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:




     (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration
of such unlawfulness) be made by such Lender hereunder (or be continued for additional
Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into
Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR
Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional
Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a
request to continue an ABR Loan as such for an additional Interest Period or to convert a
Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be
subsequently withdrawn; and




     (ii) such Lender may require that all outstanding Eurodollar Loans made by it be
converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically
converted to ABR Loans as of the effective date of such notice as provided in paragraph (b)
below.


In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and
prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that
would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead
be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion
of, such Eurodollar Loans.




     (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be
effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the
Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be
effective on the date of receipt by the Borrower.



     SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender against any loss or
expense (but not against any lost profits) that such Lender may sustain or incur as a consequence
of (a) any event, other than a default by such Lender in the performance of its



 









 




obligations hereunder, which results in (i) such Lender receiving or being deemed to receive
any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest
Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the
conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on
the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by
such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation
under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower
hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b)
any default in the making of any payment or prepayment of any Eurodollar Loan required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the
excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the
Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such
Breakage Event to the last day of the Interest Period in effect (or that would have been in effect)
for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such period. A certificate
of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant
to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest
error.




     SECTION 2.17. Pro Rata Treatment. Except as provided below in this Section 2.17 with respect
to Swingline Loans and as required under Section 2.13(f) or 2.15, each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of
the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit
Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing
of any Type shall be allocated pro rata among the Lenders in accordance with their respective
applicable Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans). For purposes of
determining the available Revolving Credit Commitments of the Lenders at any time, each outstanding
Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of the Lenders
(including those Lenders which shall not have made Swingline Loans) pro rata in accordance with
such respective Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s
portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.



     SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise
of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party,
or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other
security or interest arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means
(excluding means expressly contemplated elsewhere in this Agreement), obtain payment (voluntary or
involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid
principal portion of its Loans and participations in L/C Disbursements shall be proportionately
less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any
other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a participation in the
Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the
Loans and L/C Exposure and participations in Loans



 









 




and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid
principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its
Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other
event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise
of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment
giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall
be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored
without interest. The Borrower and Parent expressly consent to the foregoing arrangements and
agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so
purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to
any and all moneys owing by the Borrower and Parent to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to the Borrower in the amount of such participation.




     SECTION 2.19. Payments. (a) The Borrower shall make each payment (including principal of or
interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under
any other Loan Document not later than 1:00 p.m., New York City time, on the date when due in
immediately available dollars, without setoff, defense or counterclaim. Each such payment (other
than (i) Issuing Bank Fees, which shall be paid directly to the Issuing Bank, and (ii) principal of
and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as
otherwise provided in Section 2.22(e)) shall be made to the Administrative Agent at its offices at
Eleven Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly distribute to
each Lender any payments received by the Administrative Agent on behalf of such Lender.



     (b) Except as otherwise expressly provided herein, whenever any payment (including principal
of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of interest or Fees, if applicable.



     (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrower does not in fact make such payment, then each of
the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender, and to pay
interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error).



     SECTION 2.20. Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;



 









 




provided that, if the Borrower or any other Loan Party shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as
the case may be) receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower
or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.




     (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



     (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower or any other Loan
Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto; provided that the
Borrower shall not be obligated to so indemnify any Lender, the Administrative Agent or the Issuing
Bank in respect of interest or penalties attributable to any Indemnified Taxes or Other Taxes to
the extent that such interest or penalties resulted solely from the gross negligence or willful
misconduct of the Administrative Agent or such Lender or the Issuing Bank. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or
by the Administrative Agent on behalf of itself, a Lender or the Issuing Bank, shall be conclusive
absent manifest error.



     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.



     (e) (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without withholding or at a
reduced rate.



     (ii) If a payment made to a Lender or Issuing Bank under this Agreement or any Loan Document
would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender or Issuing Bank
were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472((b) of the Code, as applicable), such Lender or Issuing Bank
shall deliver to the Withholding Agent, at the time or times prescribed by law and at such other
time or times reasonably requested by the Withholding Agent, such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Withholding Agent



 









 




as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to
determine that such Lender or Issuing Bank has complied with such Lender or Issuing Bank’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment.




     SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a)
In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation
pursuant to Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the
Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to
Section 2.20, (iv) any Lender refuses to consent to any amendment, waiver or other modification of
any Loan Document requested by the Borrower that requires the consent of a greater percentage of
the Lenders than the Required Lenders and such amendment, waiver or other modification is consented
to by the Required Lenders, or (v) any Lender becomes a Defaulting Lender, then, in each case, the
Borrower may, at its sole expense and effort (including with respect to the processing and
recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank, as
the case may be, and the Administrative Agent, require such Lender or the Issuing Bank to transfer
and assign, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case
of clause (iv) or (v) above, all of its interests, rights and obligations with respect to the Class
of Loans or Commitments that is the subject of the related consent, amendment, waiver or other
modification or in respect of which such Lender is a Defaulting Lender, as the case may be) to an
Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv)
above, shall consent to such requested amendment, waiver or other modification of any Loan Document
(which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that
(x) such assignment shall not conflict with any law, rule or regulation or order of any court or
other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being
assigned, of the Issuing Bank and the Swingline Lender), which consents shall not unreasonably be
withheld or delayed, and (z) the Borrower or such Eligible Assignee shall have paid to the affected
Lender or the Issuing Bank in immediately available funds an amount equal to the sum of the
principal of and interest accrued to the date of such payment on the outstanding Loans or L/C
Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees (except, in the case
of a Defaulting Lender, any Fees not required to be paid to such Defaulting Lender pursuant to the
express provisions of this Agreement) and other amounts accrued for the account of such Lender or
the Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and
2.16); provided further that, if prior to any such transfer and assignment the circumstances or
event that resulted in such Lender’s or the Issuing Bank’s claim for compensation under Section
2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be,
cease to cause such Lender or the Issuing Bank to suffer increased costs or reductions in amounts
received or receivable or reduction in return on capital, or cease to have the consequences
specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the
case may be (including as a result of any action taken by such Lender or the Issuing Bank pursuant
to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim
further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw
its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in
respect of such circumstances or event or shall consent to



 









 




the proposed amendment, waiver, consent or other modification or shall cease to be a
Defaulting Lender, as the case may be, then such Lender or the Issuing Bank shall not thereafter be
required to make any such transfer and assignment hereunder. Each Lender hereby grants to the
Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to
execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary
to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated
by this Section 2.21(a).




     (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.14, (ii)
any Lender or the Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is
required to pay any additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender
or the Issuing Bank shall use reasonable efforts (which shall not require such Lender or the
Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any
action inconsistent with its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any certificate or document
reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and
transfer its obligations hereunder to another of its offices, branches or affiliates, if such
filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to
withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section
2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender or the Issuing Bank in connection with any such filing or
assignment, delegation and transfer.



     SECTION 2.22. Swingline Loans. (a) Swingline Commitment. Subject to the terms and
conditions and relying upon the representations and warranties herein set forth, the Swingline
Lender agrees to make loans to the Borrower at any time and from time to time on and after the
Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the
Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will
not result in (i) the aggregate principal amount of all Swingline Loans exceeding $50,000,000 in
the aggregate or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline
Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in a principal
amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or
reduced from time to time as provided herein. Within the foregoing limits, the Borrower may
borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and
limitations set forth herein.



     (b) Swingline Loans. The Borrower shall notify the Swingline Lender by fax, or by telephone
(promptly confirmed by fax), not later than 12:00 (noon), New York City time, on the day of a
proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable
and shall refer to this Agreement and shall specify the requested date (which shall be a Business
Day) and amount of such Swingline Loan and the wire transfer instructions for the account of the
Borrower to which the proceeds of the Swingline Loan should be disbursed. The Swingline Lender
shall make each Swingline Loan by wire transfer to the account specified in such request.



     (c) Prepayment. The Borrower shall have the right at any time and from time to time to
prepay any Swingline Loan, in whole or in part, upon giving written or fax notice (or telephone
notice promptly confirmed by written, or fax notice) to the Swingline Lender before



 









 




12:00 (noon), New York City time, on the date of prepayment at the Swingline Lender’s address for
notices specified in Section 9.01.




     (d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to the provisions of
Section 2.07, shall bear interest as provided in Section 2.06(a).



     (e) Participations. The Swingline Lender may by written notice given to the Administrative
Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving
Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline
Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which
Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of
such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s
Pro Rata Percentage of such Swingline Loan or Loans. In furtherance of the foregoing, each
Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such
Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving
Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as provided in
Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis
mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative
Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender
from the Borrower (or other person on behalf of the Borrower) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may
appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower (or other person liable for obligations of the Borrower) of any default in the
payment thereof.



     (f) Defaulting Lenders. If, at any time, a Lender becomes a Defaulting Lender, then (i) if
any Swingline Exposure exists at such time, (A) all or any part of the Swingline Exposure of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Pro Rata Percentages, but only to the extent the sum of all non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does
not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and (B) if the
reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower
shall, within one Business Day following notice by the Administrative Agent, prepay such Swingline
Exposure and (ii) so long as such Lender is a Defaulting Lender, (A) the Swingline Lender shall not
be required to fund any Swingline Loan,



 









 




unless it is satisfied that the related exposure will be 100% covered by the Commitments of
the non-Defaulting Lenders and/or cash collateralized, and (B) participating interests in any newly
made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with
clause (i)(A) above (and such Defaulting Lender shall not participate therein).




     SECTION 2.23. Letters of Credit. (a) General. Subject to the terms and conditions herein
set forth, the Borrower may request the issuance of a Letter of Credit for its own account or for
the account of any of the Subsidiaries (in which case the Borrower and such Subsidiary shall be
co-applicants with respect to such Letter of Credit), in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time while the L/C
Commitment remains in effect. This Section shall not be construed to impose an obligation upon the
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement. Notwithstanding anything to the contrary contained in this Section 2.23 or
elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, no
Issuing Bank shall be required to issue any Letter of Credit unless such Issuing Bank has entered
into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s
risk with respect to the participation in Letters of Credit by all such Defaulting Lenders,
including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the
applicable L/C Exposure.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to
request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of
Credit), the Borrower shall hand deliver or fax to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of
Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such
issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $350,000,000 and
(ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit
Commitment.



     (c) Expiration Date. Each Letter of Credit shall expire at the close of business on the
earlier of the date one year after the date of the issuance of such Letter of Credit and the date
that is five Business Days prior to the Revolving Credit Maturity Date, unless such Letter of
Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit may,
upon the request of the Borrower, include a provision whereby such Letter of Credit shall be
renewed automatically for additional consecutive periods of 12 months or less (but not beyond the
date that is five Business Days prior to the Revolving Credit Maturity Date) unless the Issuing
Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified
in such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit
will not be renewed.



     (d) Participations. By the issuance of a Letter of Credit and without any further action on
the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving
Credit Lender, and each such Lender hereby acquires from the Issuing Bank, a participation in



 









 




such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of
Credit or, in the case of the Existing Letters of Credit, effective upon the Restatement Effective
Date. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the
Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank
and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations
under any other Loan Document) forthwith on the date due as provided in Section 2.02(f). Each
Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.




     (e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement in respect of a
Letter of Credit, the Borrower shall pay to the Administrative Agent an amount equal to such L/C
Disbursement not later than 1:00 p.m., New York City time, on the immediately following Business
Day after the Issuing Bank notifies the Borrower thereof.



     (f) Obligations Absolute. The Borrower’s obligations to reimburse L/C Disbursements as
provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and all circumstances
whatsoever, and irrespective of:




     (i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein;




     (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document;




     (iii) the existence of any claim, setoff, defense or other right that the Borrower, any
other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other
Affiliate thereof or any other person may at any time have against the beneficiary under any
Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other
person, whether in connection with this Agreement, any other Loan Document or any other
related or unrelated agreement or transaction;




     (iv) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by the Issuing Bank under a Letter of Credit against presentation of a
draft or other document that does not comply with the terms of such Letter of Credit; and




     (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the
Lenders, the Administrative Agent or any other person or any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of the Borrower’s
obligations hereunder.




 











 





     Without limiting the generality of the foregoing, it is expressly understood and agreed
that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C
Disbursements will not be excused by the gross negligence or willful misconduct of the Issuing
Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank’s gross negligence, bad faith or
willful misconduct in determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. It is further understood and agreed that the Issuing Bank
may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in making any payment
under any Letter of Credit (i) the Issuing Bank’s exclusive reliance on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein, including reliance on
the amount of any draft presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any document presented
pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its
face appears to be in order, and whether or not any other statement or any other document presented
pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to
be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial
respect of the documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute gross negligence or willful misconduct of the Issuing Bank.



     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. The
Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the
Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has
made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Revolving Credit Lenders with respect to any such L/C Disbursement.



     (h) Interim Interest. If the Issuing Bank shall make any L/C Disbursement in respect of a
Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such
date, the unpaid amount thereof shall bear interest for the account of the Issuing Bank, for each
day from and including the date of such L/C Disbursement, to but excluding the earlier of the date
of payment by the Borrower or the date on which interest shall commence to accrue thereon as
provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount
were an ABR Revolving Loan.



     (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign at any time by
giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower, and
may be removed at any time by the Borrower by notice to the Issuing Bank, the Administrative Agent
and the Lenders. Upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender
that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become
vested with all the interests, rights and obligations of the retiring Issuing Bank. At the time
such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid
fees pursuant to Section 2.05(c)(ii). The acceptance of any



 









 




appointment as the Issuing Bank hereunder by a successor Lender shall be evidenced by an
agreement entered into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent, and, from and after the effective date of such agreement, (i) such successor
Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement
and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to
such successor and all previous Issuing Banks, as the context shall require. After the resignation
or removal of the Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and
the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation
or removal, but shall not be required to issue additional Letters of Credit.




     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, the
Borrower shall, on the Business Day it receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders
holding participations in outstanding Letters of Credit representing greater than 50% of the
aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be
deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit
Lenders, an amount in cash equal to the L/C Exposure as of such date. Such deposit shall be held
by the Collateral Agent as collateral for the payment and performance of the Obligations. The
Collateral Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits
in Permitted Investments, which investments shall be made at the option and sole discretion of the
Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall (i) automatically be
applied by the Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for which
it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of
the Borrower for the L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all
outstanding Letters of Credit), be applied to satisfy the Obligations. If the Borrower is required
to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower
within three Business Days after all Events of Default have been cured or waived. Notwithstanding
the foregoing, following the incurrence by the Borrower or any Subsidiary of any Pari Passu Debt,
the treatment and application of any amounts provided by the Borrower as cash collateral hereunder
shall be subject to the terms and provisions of any applicable Pari Passu Intercreditor Agreement
and, in the event of any conflict between the terms of such Pari Passu Intercreditor Agreement and
the terms of this paragraph (j), the terms of such Pari Passu Intercreditor Agreement shall govern.



     (k) Additional Issuing Banks. The Borrower may, at any time and from time to time with the
consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)
and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms
of this Agreement. Any Lender designated as an issuing bank pursuant to this paragraph (k) shall
be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect



 









 




of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters
of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.




     SECTION 2.24. Incremental Term Loans. (a) The Borrower may, by written notice to the
Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not
to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may
include any existing Lender; provided that each Incremental Term Lender, if not already a Lender
hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not
be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the
Incremental Term Loan Commitments being requested (which shall be in minimum increments of
$1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining
Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are
requested to become effective (which shall not be less than 10 days nor more than 60 days after the
date of such notice, unless otherwise agreed to by the Administrative Agent), and (iii) whether
such Incremental Term Loan Commitments are commitments to make additional Extended Term Loans or
commitments to make term loans with terms different from the Extended Term Loans, including Other
Term A Loans (“Other Term Loans”).



     (b) The Borrower and each Incremental Term Lender shall execute and deliver to the
Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as
the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment
of each Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the
terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written
consent of the Required Lenders, (i) the final maturity date of any Other Term Loans (other than
any Other Term A Loans) shall be no earlier than the Extended Term Loan Maturity Date, (ii) the
average life to maturity of the Other Term Loans (other than any Other Term A Loans) shall be no
shorter than the average life to maturity of the Term Loans and (iii) if the initial yield
(excluding upfront or arrangement fees payable to the arranger, if any, of such loan) on such Other
Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin
above the Adjusted LIBO Rate on such Other Term Loans (which shall be increased by the amount that
any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made
would exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period
commencing on such date and (y) if such Other Term Loans are initially made at a discount or the
Lenders making the same (as opposed to the arranger, if any, thereof) receive a fee directly or
indirectly from Parent, the Borrower or any Subsidiary for doing so (the amount of such discount or
fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the
amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term
Loans and (B) four) exceeds by more than 50 basis points the sum of (1) the margin then in effect
for Eurodollar Term Loans of any Class (other than Other Term A Loans) (which shall be the sum of
the Applicable Percentage for Eurodollar Term Loans of such Class increased by the amount that any
“LIBOR floor” applicable to such Eurodollar Term Loans on such date would exceed the Adjusted LIBO
Rate that would be in effect for a three-month Interest Period commencing on such date) plus (2)
the OID (if any) initially paid in respect of such Term Loans (for any Class of Term Loans, the
applicable amount of such excess above 50 basis points being referred to herein as the “Yield
Differential”) then the Applicable Percentage then in effect for Eurodollar Term Loans of any
Class, then the Applicable Percentage then in effect for such Class



 









 




of Term Loans shall automatically be increased by the applicable Yield Differential, effective
upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each
Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the
parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption
Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary
to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term
Loans evidenced thereby.




     (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective
under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in
paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a Financial Officer of the
Borrower, (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption
Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other
closing certificates reasonably requested by the Administrative Agent and consistent with those
delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and (iii)
immediately after giving effect to the incurrence of such Incremental Term Loans and the use of the
proceeds thereof, the Secured Leverage Ratio Condition would be satisfied.



     (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in
consultation with the Borrower, take any and all action as may be reasonably necessary to ensure
that all Incremental Term Loans (other than Other Term Loans), when originally made, are included
in each Borrowing of outstanding Extended Term Loans on a pro rata basis. This may be accomplished
by requiring each outstanding Eurodollar Extended Term Borrowing to be converted into an ABR Term
Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental
Term Loan to each outstanding Eurodollar Extended Term Borrowing on a pro rata basis. Any
conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be
subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest
Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and
the other economic consequences thereof shall be as set forth in the applicable Incremental Term
Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other
Term Loans, the scheduled amortization payments under Section 2.11(a)(iii) required to be made
after the making of such Incremental Term Loans shall be ratably increased by the aggregate
principal amount of such Incremental Term Loans.



     SECTION 2.25. Revolving Credit Loan Modification Offers. (a) The Borrower may, by written
notice to the Administrative Agent from time to time, make one or more offers (each, a “Revolving
Credit Loan Modification Offer”) to all the Revolving Credit Lenders to make one or more Permitted
Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably
acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the
requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to
become effective (which shall not be less than 10 Business Days nor more than 30 Business Days
after the date of such notice, unless otherwise agreed to by the Administrative Agent). Permitted
Amendments shall become effective only with respect to the Loans and Commitments of the Revolving
Credit Lenders that accept the



 









 




applicable
Revolving Credit Loan Modification Offer (such Lenders, the “Accepting Revolving Credit
Lenders”).




     (b) The Borrower and each Accepting Revolving Credit Lender shall execute and deliver to the
Administrative Agent a Revolving Credit Loan Modification Agreement and such other documentation as
the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted
Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Revolving Credit Loan Modification Agreement. Each of
the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Loan
Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby
and only with respect to the Loans and Commitments of the Accepting Revolving Credit Lenders,
including any amendments necessary to treat the applicable Loans and/or Commitments of the
Accepting Revolving Credit Lenders as a new “Class” of loans and/or commitments hereunder.
Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the
Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have
received legal opinions, board resolutions, officer’s and secretary’s certificates and other
documentation consistent with those delivered on the Restatement Effective Date under the Amendment
and Restatement Agreement.



     (c) “Permitted Amendments” means any or all of the following: (i) an extension of the
Revolving Credit Maturity Date applicable to the Loans and/or Commitments of the Accepting
Revolving Credit Lenders, (ii) an increase in the Applicable Percentage with respect to the Loans
and/or Commitments of the Accepting Revolving Credit Lenders, (iii) the inclusion of additional
fees to be payable to the Accepting Revolving Credit Lenders, (iv) such amendments to this
Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the
Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents
to each new “Class” of loans and/or commitments resulting therefrom, provided that (A) the
allocation of the participation exposure with respect to any then-existing or subsequently issued
or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the
Commitments of the then-existing Revolving Credit Lenders shall be made on a ratable basis as
between the commitments of such new “Class” and the Commitments of the then-existing Revolving
Credit Lenders and (B) the L/C Commitment and Swingline Commitment may not be extended without the
prior written consent of the Issuing Bank or the Swingline Lender, as applicable, and (v) such
other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the
judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendments.



ARTICLE III




Representations and Warranties



     Each of Parent and the Borrower represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders that:



     SECTION 3.01. Organization; Powers. Each of the Loan Parties (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, except, with
respect to Loan Parties other than Parent or the Borrower, to the extent that the failure of such
Loan Parties to be in good standing could not reasonably be expected to have a



 









 




Material Adverse Effect, (b) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted and as proposed to be conducted, except to the
extent that the failure to possess such power and authority could not reasonably be expected to
result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing
in, every jurisdiction where such qualification is required, except where the failure so to qualify
could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and
authority to execute, deliver and perform its obligations under each of the Loan Documents and each
other agreement or instrument contemplated thereby to which it is or will be a party and, in the
case of the Borrower, to borrow hereunder.




     SECTION 3.02. Authorization. The execution, delivery and performance by the Loan Parties of
the Loan Documents to which they are a party and the making of the Borrowings hereunder (a) have
been duly authorized by all requisite corporate and, if required, stockholder action and (b) will
not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of Parent, the Borrower or any
Subsidiary, (B) any order of any Governmental Authority or (C) any provision of any indenture,
agreement or other instrument to which Parent, the Borrower or any Subsidiary is a party or by
which any of them or any of their property is or may be bound, except as could not reasonably be
expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, or give rise to any
right to accelerate or to require the prepayment, repurchase or redemption of any obligation under
any such indenture, agreement or other instrument, except as could not reasonably be expected to
result in a Material Adverse Effect or (iii) result in the creation or imposition of any Lien upon
or with respect to any property or assets now owned or hereafter acquired by Parent, the Borrower
or any Subsidiary (other than any Lien created hereunder or under the Security Documents or
permitted pursuant to Section 6.02).



     SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by Parent
and the Borrower and constitutes, and each other Loan Document when executed and delivered by each
Loan Party thereto will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against such Loan Party in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



     SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be required in connection
with the execution, delivery and performance by the Loan Parties of the Loan Documents to which
they are a party and the making of the Borrowings hereunder, except for (a) the filing of Uniform
Commercial Code financing statements and filings with the United States Patent and Trademark Office
and the United States Copyright Office, (b) recordation of the Mortgages and other filings and
recordings in respect of Liens created pursuant to the Security Documents, (c) such as have been
made or obtained and are in full force and effect and (d) such actions, consents, approvals,
registrations or filings which the failure to obtain or make could not reasonably be expected to
result in a Material Adverse Effect.



     SECTION 3.05. Financial Statements. Parent has heretofore furnished to the Lenders its
consolidated balance sheets and related statements of income, stockholders’ equity and cash flows
of Parent as of and for the 2009 fiscal year, audited by and accompanied by the opinion of



 









 




Deloitte & Touche LLP, independent public accountant, and (ii) as of and for each 2010 fiscal
quarter of Parent thereafter ended at least 45 days prior to the Restatement Effective Date. Such
financial statements present fairly in all material respects the financial condition and results of
operations and cash flows of Parent and its consolidated subsidiaries as of such dates and for such
periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or
contingent, of Parent and its consolidated subsidiaries as of the dates thereof in accordance with
GAAP in all material respects. Such financial statements were prepared in accordance with GAAP
applied on a consistent basis in all material respects, subject, in the case of unaudited financial
statements, to year-end audit adjustments and the absence of footnotes.




     SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that
has had, or could reasonably be expected to have, a material adverse effect on the business,
assets, operations, financial condition or operating results of Parent, the Borrower and the
Subsidiaries, taken as a whole, since December 31, 2009.



     SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of Parent, the
Borrower and the Subsidiaries has good and marketable title to, or valid leasehold interests in, or
a right to use, all its material properties and assets (including all Mortgaged Property), except
for minor defects in title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens expressly permitted by
Section 6.02.



     (b) As of the Restatement Effective Date, neither Parent nor the Borrower has received any
notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding
affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in
lieu of condemnation.



     (c) As of the Restatement Effective Date, none of Parent, the Borrower or any of the
Subsidiaries is obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein,
except for customary rights of first refusal granted to the prior owners of such Mortgaged Property
or their Affiliates.



     SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Restatement Effective Date a
list of all Subsidiaries and the percentage ownership interest of Parent or the Borrower therein.
The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are, in the
case of corporations, fully paid and non-assessable and are owned by Parent or the Borrower,
directly or indirectly, free and clear of all Liens (other than Liens created under the Security
Documents or permitted pursuant to Section 6.02).



     SECTION 3.09. Litigation; Compliance with Laws. (a) Except as disclosed in the periodic and
other reports, proxy statements and other materials filed by Parent, the Borrower or any Subsidiary
with the SEC prior to the Restatement Effective Date, there are no actions, suits or proceedings at
law or in equity or by or before any Governmental Authority now pending or, to the knowledge of
Parent or the Borrower through receipt of written notice or proceeding, threatened against or
affecting Parent or the Borrower or any Subsidiary or any business, property or rights of any such
person as to which there is a reasonable possibility of an adverse



 









 




determination and that, if adversely determined, could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect.




     (b) None of Parent, the Borrower or any of the Subsidiaries or any of their respective
material properties or assets is in violation of, nor will the continued operation of their
material properties and assets as currently conducted violate, any law, rule or regulation
(including any occupational safety and health, health care, pension, certificate of need, Medicare,
Medicaid, insurance fraud or similar law, zoning, building, Environmental Law, ordinance, code or
approval or any building permits) or any restrictions of record or agreements affecting the
Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or
order of any Governmental Authority, where such violation or default could reasonably be expected
to result in a Material Adverse Effect.



     SECTION 3.10. Agreements. None of Parent, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by
which it or any of its properties or assets are or may be bound, where such default could
reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.11. Federal Reserve Regulations. (a) None of Parent, the Borrower or any of the
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.



     (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the Regulations of the
Board, including Regulation T, U or X.



     SECTION 3.12. Investment Company Act. None of Parent, the Borrower or any Subsidiary is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of
1940.



     SECTION 3.13. Use of Proceeds. The Borrower will (a) use the proceeds of the Loans and will
request the issuance of Letters of Credit only for the purposes specified in the preliminary
statement to this Agreement and (b) use the proceeds of Incremental Term Loans only for the
purposes specified in the applicable Incremental Term Loan Assumption Agreement.



     SECTION 3.14. Tax Returns. Each of Parent, the Borrower and the Subsidiaries has filed or
caused to be filed, or has timely requested an extension to file or has received an approved
extension to file, all Federal, state, local and foreign tax returns or materials that to the
Borrower’s best knowledge are required to have been filed by it and has paid or caused to be paid
all taxes due and payable by it and all assessments received by it, except taxes that are being
contested in good faith by appropriate proceedings and for which Parent, the Borrower or such
Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP and
except any such filings or taxes, fees or charges, the failure of which to make or pay, could not
reasonably be expected to have a Material Adverse Effect.



     SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum
or (b) any other written information, report, financial statement, exhibit or



 









 




schedule (other than estimates and information of a general economic or general industry
nature) heretofore or contemporaneously furnished by or on behalf of Parent or the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto, when furnished and taken as a whole, contained,
contains or will contain any material misstatement of fact or omitted, omits or will omit to state
any material fact necessary to make the statements therein, in the light of the circumstances under
which they were, are or will be made, not materially misleading in light of the circumstances under
which such statements were made; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a forecast or projection,
each of Parent and the Borrower represents only that it acted in good faith and utilized
assumptions that each of Parent and the Borrower believed to be reasonable at the time made.




     SECTION 3.16. Employee Benefit Plans. Each of the Borrower and its ERISA Affiliates is in
compliance in all material respects with the applicable provisions of ERISA and the Code and the
regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events, could reasonably be
expected to result in material liability of the Borrower or any of its ERISA Affiliates. The
present value of all benefit liabilities under each Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards Board Accounting Standards Codification
Topic 715) did not, as of the last annual valuation date applicable thereto, exceed the fair market
value of the assets of such Plan in such amount that could reasonably be expected to result in a
Material Adverse Effect, and the present value of all benefit liabilities of all underfunded Plans
(based on the assumptions used for purposes of Financial Accounting Standards Board Accounting
Standards Codification Topic 715) did not, as of the last annual valuation dates applicable
thereto, exceed the fair market value of the assets of all such underfunded Plans in such amount
that could reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.17. Environmental Matters. Except with respect to any matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none
of Parent, the Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.



     SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description,
in all material respects, of all insurance maintained by Parent or by Parent or the Borrower for
itself or the Subsidiaries as of the Restatement Effective Date. As of the Restatement Effective
Date, such insurance is in full force and effect and all premiums have been duly paid. Parent, the
Borrower and the Subsidiaries have insurance in such amounts and covering such risks and
liabilities as are in accordance with normal industry practice.



     SECTION 3.19. Security Documents. (a) The Guarantee and Collateral Agreement, upon
execution and delivery thereof by the parties thereto, will create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security
interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds
thereof, subject to the effects of bankruptcy, insolvency or similar laws affecting



 









 




creditors’ rights generally and general equitable principles, and (i) when the Pledged
Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral
Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and interest of the
Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in
each case prior and superior in right to any other person, and (ii) when financing statements in
appropriate form are filed in the offices specified on Schedule 3.19(a) (as such schedule may be
updated from time to time; provided, that such schedules shall be deemed to be updated when the
Borrower provides the relevant information in accordance with the Guarantee and Collateral
Agreement), the Lien created under the Guarantee and Collateral Agreement will constitute a fully
perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in
such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral
Agreement) as to which perfection may be obtained by such filings, in each case prior and superior
in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.




     (b) Upon the timely recordation of the Guarantee and Collateral Agreement (or a short-form
security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral
Agent) with the United States Patent and Trademark Office and the United States Copyright Office,
together with the financing statements in appropriate form filed in the offices specified on
Schedule 3.19(a) (as such schedule may be updated from time to time; provided, that such schedules
shall be deemed to be updated when the Borrower provides the relevant information in accordance
with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and Collateral
Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and
Collateral Agreement) in which a security interest may be perfected by filing security agreements
in the United States and its territories and possessions, in each case prior and superior in right
to any other person other than with respect to Liens permitted pursuant to Section 6.02 (it being
understood that subsequent recordings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a Lien on registered trademarks and
patents, trademark and patent applications and registered copyrights acquired by the Loan Parties
after the Closing Date).



     (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable
benefit of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties’
right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and
when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and
superior in right to any other person, other than with respect to the rights of persons pursuant to
Liens expressly permitted by Section 6.02.



     SECTION 3.20. Location of Real Property and Leased Premises.
(a) Schedule 1.01(d) lists completely and correctly as of the Restatement Effective Date all
Hospitals owned by Parent, the Borrower and the Subsidiaries and the addresses thereof. The
Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 1.01(d).



     (b) Schedule 1.01(d) lists completely and correctly as of the Restatement Effective Date all
Hospitals leased by Parent, the Borrower and the Subsidiaries and the addresses thereof. The



 









 




Borrower and the Subsidiaries have valid leases in all the material real property set forth on
Schedule 1.01(d).




     SECTION 3.21. Labor Matters. Except as set forth on Schedule 3.21, as of the Restatement
Effective Date, there are no strikes, lockouts or slowdowns against Parent, the Borrower or any
Subsidiary pending or, to the knowledge of Parent or the Borrower by delivery of written notice or
proceeding, threatened. The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any collective bargaining
agreement to which Parent, the Borrower or any Subsidiary is bound. Except as set forth on
Schedule 3.21, as of the Restatement Effective Date, none of Parent, the Borrower or any Subsidiary
is a party to any collective bargaining agreement or other labor contract applicable to persons
employed by it at any Facility.



     SECTION 3.22. Solvency. Immediately after the consummation of the Transactions on the
Closing Date, as of the Closing Date (a) the fair value of the assets of Parent, the Borrower and
the Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the
property of Parent, the Borrower and the Subsidiaries, on a consolidated basis, will be greater
than the amount that will be required to pay the probable liability of their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured; (c) Parent, the Borrower and the Subsidiaries, on a consolidated basis, will
be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) Parent, the Borrower and the Subsidiaries, on
a consolidated basis, will not have unreasonably small capital with which to conduct the business
in which they are engaged as such business is now conducted and is proposed to be conducted
following the Closing Date.



     SECTION 3.23. Sanctioned Persons. None of Parent, the Borrower, or any Subsidiary or any
Unrestricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, agent,
employee or Affiliate of Parent, the Borrower, any Subsidiary or any Unrestricted Subsidiary is
currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the
U.S. Treasury Department (“OFAC”) and each is currently in compliance with all rules and
regulations promulgated by OFAC; and the Borrower will not directly or indirectly use the proceeds
of the Loans or the Letters of Credit or otherwise make available such proceeds to any person, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.



ARTICLE IV




Conditions of Lending



     The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder are subject to the satisfaction of the following conditions:



     SECTION 4.01. All Credit Events. On the date of each Borrowing (other than a conversion or a
continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each
issuance of or increase to a Letter of Credit (each such event being called a “Credit Event”):



 









 





     (a) The Administrative Agent shall have received a notice of such Borrowing as required by
Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in
the case of the issuance of or increase to a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance of or increase to such
Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline
Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting
such Swingline Loan as required by Section 2.22(b).



     (b) The representations and warranties set forth in Article III and in each other Loan
Document shall be true and correct in all material respects on and as of the date of such Credit
Event with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date.



     (c) At the time of and immediately after such Credit Event, no Default or Event of Default
shall have occurred and be continuing.



     Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower
and Parent on the date of such Credit Event as to the matters specified in paragraphs (b) and (c)
of this Section 4.01.



     SECTION 4.02. [Intentionally Omitted.]



ARTICLE V




Affirmative Covenants



     Each of Parent and the Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to
the Issuing Bank and the Administrative Agent have been made with respect thereto, unless the
Required Lenders shall otherwise consent in writing, each of Parent and the Borrower will, and will
cause (i) in the case of Sections 5.01 and 5.02, each of the Material Subsidiaries, and (ii) in the
case of Sections 5.03 through 5.15, each of the Subsidiaries to:



     SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under Section 6.05.



     (b) (i) Do or cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, permits, franchises and authorizations,
material to the conduct of its business, except as could not reasonably be expected to have a
Material Adverse Effect; (ii) comply in all material respects with all applicable laws, rules,
regulations and decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except as could not reasonably be expected to have a Material Adverse Effect;
and (iii) at all times maintain and preserve all tangible property material to the conduct of such
business and keep such property in good repair, working order and condition (subject to ordinary
wear



 









 




and tear, casualty and condemnation) and from time to time make, or cause to be made, all
needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in
order that the business carried on in connection therewith may be properly conducted at all times,
except as could not reasonably be expected to have a Material Adverse Effect.




     SECTION 5.02. Insurance. (a) Maintain with financially sound and reputable insurers
insurance, to such extent and against such risks, including fire and other risks insured against by
extended coverage, as is customary with companies in the same or similar businesses operating in
the same or similar locations, including hospital liability (which shall include general liability,
medical professional liability, contractual liability and druggists’ liability), workers’
compensation, employers’ liability, automobile liability and physical damage coverage,
environmental impairment liability, all risk property, business interruption, fidelity and crime
insurance and public liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties owned, occupied or
controlled by it; provided that the Borrower may implement programs of self insurance in the
ordinary course of business and in accordance with industry standards for a company of similar size
so long as reserves are maintained in accordance with GAAP for the liabilities associated
therewith.



     (b) Cause all casualty and property policies covering any Collateral to name the Collateral
Agent as loss payee or mortgagee, and/or additional insured, and each provider of any such
insurance shall agree, by endorsement upon such policies issued by it, that it will give the
Administrative Agent 30 days prior written notice before any such policy or policies shall be
altered or canceled.



     (c) If at any time the area in which the Premises (as defined in the Mortgages) are located
is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal
Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount
as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time
require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as it may be amended from time to time.



     SECTION 5.03. Obligations and Taxes. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or in
respect of its property, before the same shall become delinquent, as well as all lawful claims for
labor, materials and supplies or otherwise that, if unpaid, could reasonably be expected to give
rise to a Lien upon such properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so
long as (i) the validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Borrower shall have set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (ii) the failure to pay and discharge such tax, assessment,
charge, levy or claim could not reasonably be expected to have a Material Adverse Effect.



     SECTION 5.04. Financial Statements, Reports, etc. In the case of Parent, furnish to the
Administrative Agent, which shall furnish to each Lender:



 









 





     (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and
related statements of income, stockholders’ equity and cash flows showing the financial condition
of Parent and its consolidated subsidiaries as of the close of such fiscal year and the results of
its operations and the operations of such subsidiaries during such year, together with comparative
figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or other
independent public accountants of recognized national standing and accompanied by an opinion of
such accountants (which opinion shall be without a “going concern” or like qualification or
exception or any qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements fairly present in all material respects the financial condition
and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in
accordance with GAAP;



     (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal
year, its consolidated balance sheet and related statements of income, stockholders’ equity and
cash flows showing the financial condition of Parent and its consolidated subsidiaries as of the
close of such fiscal quarter and the results of its operations and the operations of such
subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and
comparative figures for the same periods in the immediately preceding fiscal year all certified by
one of its Financial Officers as fairly presenting in all material respects the financial condition
and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end audit adjustments;



     (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above,
a certificate of a Financial Officer of the Borrower (i) certifying that no Event of Default or
Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature
and extent thereof and any corrective action taken or proposed to be taken with respect thereto,
(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.11, 6.12 and 6.13, and (iii)
setting forth the identity and value of any Hospital acquired in fee by Parent or any Subsidiary
during the preceding quarter and not previously identified to the Administrative Agent if the fair
market value thereof is in excess of $10,000,000 and, in the case of a certificate delivered with
the financial statements required by paragraph (a) above, setting forth Parent’s calculation of
Excess Cash Flow;



     (d) within 90 days after the beginning of each fiscal year of Parent, a detailed consolidated
budget for such fiscal year (including a projected consolidated balance sheet and related
statements of projected operations and cash flows as of the end of and for such fiscal year and
setting forth the assumptions used for purposes of preparing such budget) and, promptly when
available, any significant revisions of such budget;



     (e) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by Parent, the Borrower or any Subsidiary with
the SEC, or with any national securities exchange, or distributed to its shareholders, as the case
may be;



     (f) promptly after the request by any Lender (made through the Administrative Agent), all
documentation and other information that such Lender reasonably requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act;



 









 





     (g) promptly after the request by the Administrative Agent or any Lender, copies of (i) any
documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates
may request with respect to any Multiemployer Plan and (ii) any notices described in Section
101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any
Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested
such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan,
the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or
notices from such administrator or sponsor and shall provide copies of such documents and notices
promptly after receipt thereof;



     (h) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of Parent, the Borrower or any Subsidiary, or compliance with the
terms of any Loan Document, as the Administrative Agent may reasonably request (on behalf of itself
or any Lender); and



     (i) substantially contemporaneously with each designation of a Subsidiary as an “Unrestricted
Subsidiary” and each redesignation of an Unrestricted Subsidiary as a “Subsidiary”, provide written
notice of such designation or redesignation, as applicable, to the Administrative Agent (who shall
promptly notify the Lenders).



     SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent prompt
written notice of the following:



     (a) any Event of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;



     (b) the filing or commencement of, or any threat or notice of intention of any person to file
or commence, any action, suit or proceeding, whether at law or in equity or by or before any
Governmental Authority, against Parent, the Borrower or any Subsidiary that could reasonably be
expected to result in a Material Adverse Effect; and



     (c) any event or occurrence that has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect.



     SECTION 5.06. Information Regarding Collateral. Furnish to the Administrative Agent prompt
written notice of any change (i) in any Loan Party’s corporate name, (ii) in any Loan Party’s
jurisdiction of organization or formation, (iii) in any Loan Party’s identity or corporate
structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. Parent and the
Borrower agree not to effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are required in order
for the Collateral Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral. Parent and the Borrower also agree promptly to
notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.



     SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings. (a) Keep books of record and account in which full, true and correct entries in all
material respects are made of all dealings and transactions in relation to its business and
activities which permit financial statements to be prepared in conformity with GAAP and all



 









 




requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit
any representatives designated by the Administrative Agent or the Required Lenders to visit and
inspect the financial records and the properties of such person at reasonable times and as often as
reasonably requested upon reasonable notice and to make extracts from and copies of such financial
records (in each case excluding patient medical records and any other material which is
confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental
Authority) and permit any representatives designated by the Administrative Agent or the Required
Lenders to discuss the affairs, finances and condition of such person with the officers thereof and
independent accountants therefor (with a senior officer of the Borrower present); provided that,
excluding any such visits and inspections during the continuation of an Event of Default, only one
such visit during any fiscal year shall be at the Borrower’s expense.




     (b) In the case of Parent and the Borrower, use commercially reasonable efforts to cause the
Credit Facilities to be continuously rated by S&P and Moody’s, and to maintain a corporate rating
from S&P and a corporate family rating from Moody’s, in each case in respect of Parent.



     SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of
Letters of Credit only for the purposes specified in the preliminary statement to this Agreement.



     SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the applicable
provisions of ERISA and the Code and (b) furnish to the Administrative Agent as soon as possible
after, and in any event within ten days after any Responsible Officer of Parent, the Borrower or
any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or
together with any other ERISA Event could reasonably be expected to result in liability of the
Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a
Financial Officer of Parent or the Borrower setting forth details as to such ERISA Event and the
action, if any, that Parent or the Borrower proposes to take with respect thereto.



     SECTION 5.10. Compliance with Environmental Laws. Comply and cause all lessees and other
persons occupying its properties to comply, in all material respects with all Environmental Laws
applicable to its operations and properties; obtain and renew all material environmental permits
necessary for its operations and properties; and promptly conduct any remedial action in accordance
with Environmental Laws; provided, however, that none of Parent, the Borrower or any Subsidiary
shall be required to undertake any remedial action required by Environmental Laws to the extent
that its obligation to do so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances in accordance with
GAAP.



     SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a
breach of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than 20 days
without Parent, the Borrower or any Subsidiary commencing activities reasonably likely to cure such
Default, at the written request of the Required Lenders through the Administrative Agent, the
Borrower shall provide to the Lenders within 45 days after receipt of such request, at the expense
of the Loan Parties, environmental site assessment reports (Phase I, Phase II and/or compliance
audits) regarding the matters which are the subject of such Default prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent and indicating



 









 




the compliance matter and/or the presence or absence of Hazardous Materials and the estimated
cost of any compliance or remedial action in connection with such Default.




     SECTION 5.12. Further Assurances. Execute any and all further documents, financing
statements, agreements and instruments, and take all further action (including filing Uniform
Commercial Code and other financing statements, mortgages and deeds of trust) that may be required
under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and first priority of
the security interests created or intended to be created by the Security Documents. The Borrower
will cause any subsequently acquired or organized Material Subsidiary to become a Loan Party by
executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of
the Collateral Agent. In addition, except with respect to which, in the reasonable judgment of the
Administrative Agent (confirmed in writing by written notice to the Borrower), the cost or other
consequences (including any Tax consequence) of doing so shall be excessive in view of the benefits
to be obtained by the Lenders therefrom and subject to applicable limitations set forth in the
Security Documents, from time to time, the Borrower will, at its cost and expense, promptly secure
the Obligations by pledging or creating, or causing to be pledged or created, perfected security
interests with respect to such of its assets and properties as the Administrative Agent or the
Required Lenders shall designate (it being understood that it is the intent of the parties that the
Obligations shall be secured by substantially all the assets of Parent, the Borrower and the
Subsidiary Guarantors (including properties acquired subsequent to the Closing Date), except this
Section 5.12 shall not require Parent, the Borrower or any Subsidiary Guarantor to (a) pledge (i)
more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (ii) any Equity
Interest in any Non-Significant Subsidiary or (iii) any Equity Interest in any Permitted
Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to
the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable
Contractual Obligation or requirement of law, or (b) grant security interests in any asset that (i)
would result in the violation of the enforceable anti-assignment provision of any contract, or
would be prohibited by or would violate applicable law or contractual provisions (including any
right of first refusal) or would otherwise result in termination or any forfeiture under any
contract, (ii) is a vehicle or other asset subject to certificate of title, (iii) require
perfection through control agreements (including, to the extent required in the relevant
jurisdiction for deposit accounts and investment property), (iv) are minority Equity Interests or
(v) is permitted to be so excluded under the Guarantee and Collateral Agreement. Such security
interests and Liens will be created under the Security Documents and other security agreements,
mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to
the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Lenders all
such instruments and documents (including legal opinions, title insurance policies and lien
searches) as the Collateral Agent shall reasonably request to evidence compliance with this
Section. Any requirement to mortgage real property that is acquired after the Closing Date
pursuant to this Section 5.12 shall be limited to real property owned in fee by a Loan Party that
(i) has a fair market value equal to or exceeding $10,000,000, (ii) is not subject to a Lien
permitted under Section 6.02(c) or (n) (for so long as such Lien exists), and (iii) the Borrower
does not intend to sell within six months of the acquisition thereof pursuant to clause (i) or (xi)
of Section 6.05(b). No appraisals, environmental reports or surveys shall be required to be
obtained in connection with any mortgage of real property pursuant to this Section 5.12.



 









 




The Borrower agrees to provide such evidence as the Collateral Agent shall reasonably request
as to the perfection and priority status of each such security interest and Lien.




     SECTION 5.13. Proceeds of Certain Dispositions. If, as a result of the receipt of any cash
proceeds by Parent, the Borrower or any Subsidiary in connection with any sale, transfer, lease or
other disposition of any asset the Borrower would be required by the terms of the Senior Note
Indenture or the documentation governing any other Material Indebtedness that is unsecured or
secured by Liens junior to the Liens securing the Obligations to make an offer to purchase any of
the Indebtedness thereunder, then, prior to the first day on which the Borrower would be required
to commence such an offer to purchase, (i) prepay Loans in accordance with Section 2.12 or 2.13,
provided that the Borrower may use a portion of such cash proceeds to prepay or repurchase Pari
Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the
Obligations to the extent any applicable credit agreement, indenture or other agreement governing
such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu
Debt with such cash proceeds, in each case in an amount not to exceed the product of (A) the amount
of such cash proceeds and (B) a fraction, the numerator of which is the outstanding principal
amount of such Pari Passu Debt and the denominator of which is the sum of the outstanding principal
amount of such Pari Passu Debt and the outstanding principal amount of Term Loans, or (ii) acquire
assets in a manner that is permitted hereby, in each case in a manner that will eliminate any such
requirement to make such an offer to purchase.



     SECTION 5.14. Operation of Facilities. Use commercially reasonable efforts to operate, and
cause the Subsidiaries to operate, the Facilities owned, leased or operated by Parent, the Borrower
or any of the Subsidiaries now or in the future in a manner believed by the Borrower to be
consistent with prevailing health care industry standards in the locations where the Facilities
exist from time to time, except to the extent failure to do so would not have a Material Adverse
Effect.



ARTICLE VI




Negative Covenants



     Each of Parent and the Borrower covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been cancelled or have expired and
all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the
Issuing Bank and the Administrative Agent have been made with respect thereto, unless the Required
Lenders shall otherwise consent in writing, neither Parent nor the Borrower will, nor will they
cause or permit any of the Subsidiaries to:



     SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness,
except:




     (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and any
extensions, renewals, refinancings or replacements of such Indebtedness to the extent the
principal amount of such Indebtedness is not increased (except by an amount equal to the
unpaid accrued interest and premium thereon plus other reasonable amounts paid and



 









 







fees and expenses incurred in connection with such extension, renewal, refinancing or
replacement), neither the final maturity nor the weighted average life to maturity of such
Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so
subordinated on terms no less favorable to the Lenders, and the obligors thereof, if not the
original obligors in respect of such Indebtedness, are Loan Parties;




     (b) Indebtedness created hereunder and under the other Loan Documents;




     (c) intercompany Indebtedness of Parent, the Borrower and the Subsidiaries to the
extent permitted by Section 6.04(c);




     (d) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, and extensions, renewals,
refinancings and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (except by an amount equal to the unpaid accrued interest and
premium thereon plus other reasonable amounts paid and fees and expenses incurred in
connection with such extension, renewal, refinancing or replacement); provided that (i) such
Indebtedness is incurred prior to or within 270 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal
amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to
Section 6.01(e), shall not exceed $200,000,000 at any time outstanding;




     (e) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal
amount, when combined with the aggregate principal amount of all Indebtedness incurred
pursuant to Section 6.01(d), not in excess of $200,000,000 at any time outstanding;




     (f) Indebtedness (including Capital Lease Obligations) of any Subsidiary secured by one
or more Facilities owned or leased by such Subsidiary, and extensions, renewals,
refinancings and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (except by an amount equal to the unpaid accrued interest and
premium thereon plus other reasonable amounts paid and fees and expenses incurred in
connection with such extension, renewal, refinancing or replacement); provided that (i) when
incurred, such Indebtedness shall not exceed the fair market value of the Facilities
securing the same and (ii) the aggregate principal amount of all such Indebtedness incurred
pursuant to this Section 6.01(f) shall not exceed $250,000,000 at any time outstanding (such
Indebtedness meeting the criteria of this Section 6.01(f) being referred to herein as
“Permitted Real Estate Indebtedness”);




     (g) Indebtedness under performance bonds, bid bonds, appeal bonds, surety bonds and
completion guarantees and similar obligations, or with respect to workers’ compensation
claims, in each case incurred in the ordinary course of business, including those incurred
to secure health, safety and environmental obligations in the ordinary course of business;




     (h) Indebtedness incurred pursuant to the Senior Note Indenture and any extensions,
renewals, refinancings or replacements of such Indebtedness to the extent the



 









 







principal amount of such Indebtedness is not increased (other than to the extent of any
premiums, interest or costs and expenses incurred in connection therewith), neither the
final maturity nor the weighted average life to maturity of such Indebtedness is decreased,
and the obligors thereof, if not the original obligors in respect of such Indebtedness, are
Loan Parties;




     (i) Indebtedness in respect of Hedging Agreements permitted by Section 6.04(g);




     (j) Cash Management Obligations;




     (k) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount not
exceeding $75,000,000 at any time outstanding;




     (l) Indebtedness pursuant to any Permitted Receivables Transaction incurred in
accordance with Section 6.05(b);




     (m) Indebtedness incurred to finance, or assumed in connection with, one or more
Permitted Acquisitions and any extensions, renewals, refinancings or replacements of such
Indebtedness to the extent the principal amount of such Indebtedness is not increased
(except by an amount equal to the unpaid accrued interest and premium thereon plus other
reasonable amounts paid and fees and expenses incurred in connection with such extension,
renewal, refinancing or replacement), neither the final maturity nor the weighted average
life to maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to
the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the
obligors thereof, if not the original obligors in respect of such Indebtedness, are Loan
Parties, so long as both immediately prior and after giving effect thereto, no Default shall
exist or result therefrom, provided that no Indebtedness may be incurred under this Section
6.01(m) if as a result thereof the aggregate principal amount of Indebtedness incurred and
outstanding under this Section 6.01(m) would exceed $500,000,000 unless (x) the Leverage
Ratio Condition would be satisfied and (y) the Liquidity Condition would be satisfied;




     (n) Indebtedness owed to a seller in a Permitted Acquisition or a Permitted Joint
Venture or to a buyer in a disposition permitted under Section 6.05 that (i) relates to
post-closing adjustments with respect to accounts receivable, accounts payable, net worth
and/or similar items or (ii) relates to indemnities granted to the seller or buyer in such
transactions;




     (o) Permitted Additional Debt;




     (p) Indebtedness in the nature of letters of credit (other than Letters of Credit
issued pursuant to this Agreement) issued for the account of Parent, the Borrower or any
Subsidiary (and related reimbursement obligations) not to exceed an aggregate face amount of
$30,000,000;




     (q) without duplication of any other Indebtedness, non-cash accruals of interest,
accretion or amortization of original issue discount and/or pay-in-kind interest on
Indebtedness otherwise permitted hereunder;



 









 






     (r) from and after the Revolving Credit Termination Date, Indebtedness to finance the
general needs of the Borrower and the Subsidiaries incurred after the Revolving Credit
Termination Date in an aggregate principal amount not to exceed $750,000,000 at any time
outstanding, provided that the Borrower shall have (i) repaid all Revolving Loans and
Swingline Loans and reimbursed, if any, all L/C Disbursements and made arrangements
acceptable to the Issuing Bank and the Administrative Agent with respect to any outstanding
Letters of Credit and (ii) paid all related fees and expenses, each in accordance with the
terms of this Agreement;




     (s) Indebtedness consisting of obligations to pay insurance premiums;




     (t) except as otherwise expressly provided herein, Guarantees by Parent, the Borrower
or the Subsidiaries of Indebtedness of Parent, the Borrower and the Subsidiaries permitted
to be incurred hereunder;




     (u) other unsecured Indebtedness of the Borrower or the Subsidiaries in an aggregate
principal amount not exceeding $400,000,000 at any time outstanding; and




     (v) Pari Passu Debt, provided that, either (i) at the time of incurrence of such Pari
Passu Debt, and after giving effect thereto and to the use of the proceeds thereof, (A) no
Default or Event of Default shall have occurred and be continuing and (B) the Secured
Leverage Ratio Condition shall be satisfied or (ii) not later than the fifth Business Day
following the incurrence thereof, 100% of the Net Cash Proceeds thereof are used by the
Borrower to prepay Term Loans in the manner set forth in Section 2.13(g).



     SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or
assets (including Equity Interests or other securities of any person, including the Borrower or any
Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect
of any thereof, except:




     (a) Liens on property or assets of the Borrower and the Subsidiaries existing on the
Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only
those obligations which they secured on the Closing Date and extensions, renewals and
replacements thereof permitted hereunder;




     (b) any Lien created under the Loan Documents;




     (c) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or assets of any person that becomes
a Subsidiary after the Closing Date prior to the time such person becomes a Subsidiary, as
the case may be; provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such person becoming a Subsidiary, (ii) such Lien does
not apply to any other property or assets of Parent, the Borrower or any Subsidiary (other
than affixed or incorporated into the property covered by such Lien) and (iii) such Lien
secures only those obligations which it secures on the date of such acquisition or the date
such person becomes a Subsidiary, as the case may be, and any extensions, renewals,
refinancings or replacements of such obligations;



 









 






     (d) Liens, assessments or governmental charges or claims for taxes not yet delinquent
or which are not required to be paid pursuant to Section 5.03;




     (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and securing obligations that are not
delinquent or which are not required to be paid under Section 5.03;




     (f) Liens incurred and pledges and deposits made in the ordinary course of business in
connection with any self-retention or self-insurance, or with respect to workmen’s
compensation, unemployment insurance, general liability, medical malpractice, professional
liability or property insurance and other social security laws or regulations;




     (g) deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety
and appeal bonds, government contracts, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;




     (h) zoning restrictions, easements, rights-of-way, rights of first refusal,
restrictions on use of real property, minor defects or irregularities in title and other
similar charges or encumbrances which, in the aggregate, do not interfere in any material
respect with the business of the Borrower and the Subsidiaries, taken as a whole;




     (i) zoning, building codes and other land use laws, regulations and ordinances
regulating the use or occupancy of real property or the activities conducted thereon which
are imposed by any Governmental Authority having jurisdiction over such real property which
are not violated by the current use or occupancy of such real property or the operation of
the business of the Borrower or any of the Subsidiaries or any violation of which would not
have a Material Adverse Effect;




     (j) ground leases in respect of real property on which Facilities owned or leased by
the Borrower or any of the Subsidiaries are located;




     (k) any interest or title of a lessor or secured by a lessor’s interest under any lease
permitted hereunder;




     (l) leases or subleases granted to others not interfering in any material respect with
the business of the Borrower and the Subsidiaries, taken as a whole;




     (m) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




     (n) Liens securing Indebtedness to finance the acquisition, construction or improvement
of fixed or capital assets; provided that (i) such security interests secure Indebtedness
permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness
secured thereby is created, within 270 days after such acquisition, construction or
improvement, and (iii) such security interests do not apply to any other property or assets
of the Borrower or any Subsidiary, except for accessions to the property financed with the
proceeds of such Indebtedness and the proceeds and the



 









 







products thereof; provided that individual financings of equipment provided by one
lender may be cross-collateralized to other financings of equipment provided by such lender
secured by a Lien permissibly incurred pursuant to this Section 6.02(n);




     (o) Liens arising out of judgments or awards that do not constitute an Event of Default
under paragraph (i) of Article VII;




     (p) Liens pursuant to Permitted Receivables Transactions incurred in accordance with
Section 6.05(b), including Liens on the assets of any Securitization Subsidiary created
pursuant to any such Permitted Receivables Transaction and Liens incurred by the Borrower
and the Subsidiaries on Receivables to secure obligations owing by them in respect of any
such Permitted Receivables Transaction, provided that any Receivables not transferred to a
Securitization Subsidiary in connection with such Permitted Receivables Transaction to the
extent constituting intercompany indebtedness required to be pledged pursuant to the
Guarantee and Collateral Agreement shall be and remain subject to the perfected first
priority Lien and security interest granted to the Collateral Agent in favor of the Lenders
in accordance with the Guarantee and Collateral Agreement;




     (q) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend
to, or encumber, assets that constitute Collateral or the Equity Interests of the Borrower
or any of the Domestic Subsidiaries, and (ii) such Liens extending to the assets of any
Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to
Section 6.01(k);




     (r) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to commodity trading
accounts or other commodities brokerage accounts incurred in the ordinary course of
business; and (iii) in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of set off);




     (s) Liens on one or more Facilities owned or leased by any Subsidiary to secure
Permitted Real Estate Indebtedness incurred by such Subsidiary pursuant to Section 6.01(f);




     (t) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of Parent, the Borrower or any Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of Parent, the Borrower and the Subsidiaries or (iii) relating to purchase
orders and other agreements entered into with customers of Parent, the Borrower or any
Subsidiary in the ordinary course of business;




     (u) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale or purchase of goods entered into by the Borrower or any of the
Subsidiaries in the ordinary course of business permitted hereunder;




     (v) Liens solely on any cash earnest money deposits made by Parent, the Borrower or any
of the Subsidiaries in connection with any letter of intent or purchase agreement permitted
hereunder;




 











 






     (w) Liens securing insurance premiums financing arrangements, provided that such
Liens are limited to the applicable unearned insurance premiums;




     (x) other Liens that do not, individually or in the aggregate, secure obligations (or
encumber property with a fair market value) in excess of $150,000,000 at any one time;




     (y) Liens on the Collateral which (i) secure Indebtedness incurred pursuant to Section
6.01(r) and (ii) have the same priority as, or junior priority to, the Liens securing the
Obligations; and




     (z) Liens on the Collateral which (i) secure Pari Passu Debt Obligations and (ii) have
the same priority as, or junior priority to, the Liens securing the Obligations.



     SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property, real or personal, used
or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (a) the sale or transfer of such property
is permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease Obligations,
Permitted Real Estate Indebtedness or Liens arising in connection therewith are permitted by
Sections 6.01 and 6.02, as the case may be.



     SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity
Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in, any other person,
except:




     (a) (i) investments by Parent, the Borrower and the Subsidiaries existing on the
Closing Date in the Borrower and the Subsidiaries, (ii) additional investments by Parent,
the Borrower and the Subsidiaries in the Borrower and the Subsidiaries and any Unrestricted
Subsidiaries and (iii) additional investments by Parent, the Borrower and the Subsidiaries
in Permitted Joint Ventures (subject to the limitations on such investments referred to in
the definition of the term “Permitted Joint Ventures”); provided that (x) any Equity
Interests held by a Loan Party shall be pledged to the extent required by Section 5.12 and
the Guarantee and Collateral Agreement and (y) any such investments made pursuant to clause
(ii) above made by a Loan Party to a Subsidiary that is not a Loan Party, or made by Parent,
the Borrower or any Subsidiary to an Unrestricted Subsidiary, may only be made if (A) no
Default or Event of Default shall have occurred and be continuing and (B) the aggregate
amount of all such investments made by Loan Parties to Subsidiaries that are not Loan
Parties, or by Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary and
outstanding at any time (without regard to any write-downs or write-offs thereof, and valued
net in the case of intercompany loans) shall not exceed $500,000,000 plus the amount of
dividends, distributions and other returns of capital actually received in cash by any Loan
Party with respect to any such investments; provided further, that, prior to the aggregate
amount of all such investments outstanding at any time exceeding $300,000,000 at any time
outstanding, the Leverage Ratio Condition and the Liquidity Condition would each be
satisfied; for purposes of the foregoing, if the Borrower designates a Subsidiary as an
Unrestricted Subsidiary in accordance with the definition of the term “Unrestricted
Subsidiary”, the Borrower will



 









 




be deemed to have made an investment at that time in the resulting Unrestricted
Subsidiary in an aggregate amount equal to the fair market value of the net assets of such
Unrestricted Subsidiary;





     (b) Permitted Investments;




     (c) (i) loans or advances in respect of intercompany accounts attributable to the
operation of the Borrower’s cash management system (including with respect to intercompany
self-insurance arrangements), (ii) loans or advances made by the Borrower or any of the
Subsidiaries to a Permitted Syndication Subsidiary for working capital needs evidenced by a
promissory note that is pledged to the Collateral Agent so long as such loans or advances
constitute Indebtedness of the primary obligor that is not subordinate to any other
Indebtedness of such obligor, and (iii) loans or advances made by Parent to the Borrower or
any Subsidiary, the Borrower to Parent or any Subsidiary and by any Subsidiary to Parent,
the Borrower or any other Subsidiary; provided, however, that (x) any such loans and
advances made by a Loan Party that are evidenced by a promissory note shall be pledged to
the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the
Guarantee and Collateral Agreement (and any such loans and advances made by a Loan Party to
a Subsidiary that is not a Loan Party shall be so evidenced and pledged) and (y) any such
loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party or by Parent,
the Borrower or any Subsidiary to an Unrestricted Subsidiary shall be subject to the
requirements and limitations described in clause (y) of the proviso to Section 6.04(a),
except to the extent that (1) such loan or advance shall be secured by a fully perfected,
first-priority Lien on substantially all of the assets of the recipient of such loan or
advance and its subsidiaries (in each case of a type that would have constituted Collateral
if such recipient were party to the applicable Security Documents) and (2) such Lien is
collaterally assigned to the Collateral Agent for the benefit of the Secured Parties, all on
terms reasonably satisfactory to the Collateral Agent;




     (d) investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business;




     (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary
course of business to their respective employees, officers, consultants and agents
(including payroll advances, travel and entertainment advances and relocation loans in the
ordinary course of business to employees, officers and agents of the Borrower or any such
Subsidiary (or to any physician or other health care professional associated with or
agreeing to become associated with Parent, the Borrower or any Subsidiary or any Hospital
owned or leased or operated by the Borrower or any Subsidiary (“Health Care Associates”));




     (f) Guarantees to third parties made in the ordinary course of business in connection
with the relocation of employees or agents of Health Care Associates of the Borrower or any
of the Subsidiaries;




     (g) the Borrower and the Subsidiaries may enter into Hedging Agreements that are not
speculative in nature;



 









 






     (h) the Borrower or any Subsidiary may acquire (including by any lease that contains
upfront payments and/or buyout options) all or substantially all the assets of a person or
line of business of such person, or directly acquire and beneficially own (and retain the
right to vote) more than 50% of the aggregate ordinary voting power and aggregate equity
value represented by the outstanding capital stock or other Equity Interests of any acquired
or newly formed corporation or other entity that acquires or leases such person, division or
line of business (referred to herein as the “Acquired Entity”); provided that (i) as of the
consummation thereof, such acquisition shall have been approved by the board of directors of
the Acquired Entity (ii) the Acquired Entity shall be in a similar, related, incidental or
complementary line of business as that of the Borrower and the Subsidiaries as conducted
during the current and most recent calendar year; (iii) at the time of such transaction (A)
both before and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing, (B) if the total consideration paid in connection with such
acquisition and any other acquisitions pursuant to this Section 6.04(h) (including any
Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary
following such acquisition and any payments following such acquisition pursuant to earn-out
provisions or similar obligations) shall exceed $500,000,000 in the aggregate (excluding the
total consideration paid in respect of Permitted Acquisitions listed on Schedule 6.04(h) and
consideration consisting of, or funded with the proceeds of, Qualified Capital Stock), then
(1) the Leverage Ratio Condition would be satisfied and (2) the Liquidity Condition would be
satisfied, (C) the Borrower shall have delivered a certificate of a Financial Officer,
certifying as to the foregoing and containing reasonably detailed calculations in support
thereof, in form and substance reasonably satisfactory to the Administrative Agent, (D) the
Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable
provisions of Section 5.12 and the Security Documents within a period after consummation of
such transaction agreed to by the Administrative Agent, and (E) the aggregate consideration
paid in connection with all such acquisitions of Acquired Entities that become Foreign
Subsidiaries (or, in the case of an acquisition of assets, are not directly acquired by Loan
Parties), shall not exceed $300,000,000 (any acquisition of an Acquired Entity meeting all
the applicable criteria of this Section 6.04(h) being referred to herein as a “Permitted
Acquisition”);




     (i) Permitted Joint Ventures;




     (j) investments in a Permitted Syndication Subsidiary in connection with a Permitted
Syndication Transaction made pursuant to Section 6.05(b);




     (k) investments in any Securitization Subsidiary or other person as required pursuant
to the terms and conditions of any Permitted Receivables Transaction made pursuant to
Section 6.05(b);




     (l) the Borrower or any of the Subsidiaries may acquire and hold Receivables owing to
it or Parent, if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;




     (m) investments to the extent that payment for such investments is made with issuances
of or the cash proceeds from the issuance of Equity Interests of Parent;



 









 






     (n) extensions of trade credit and purchases of equipment and inventory in the ordinary
course of business;




     (o) loans and advances to Parent in lieu of, and not in excess of the amount of,
dividends to the extent permitted to be made to Parent in accordance with Section 6.06;




     (p) investments in the ordinary course of business consisting of endorsements for
collection or deposit and customary trade arrangements with customers consistent with past
practices;




     (q) investments by Parent, the Borrower and the Subsidiaries in any Captive Insurance
Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital
required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is
formed (plus any excess capital generated as a result of any such prior investment that
would result in an unfavorable tax or reimbursement impact if distributed), and other
investments in any Captive Insurance Subsidiary to cover reasonable general corporate and
overhead expenses of such Captive Insurance Subsidiary;




     (r) investments by any Captive Insurance Subsidiary;




     (s) investments in any Captive Insurance Subsidiary in connection with a push down by
the Borrower of insurance reserves;




     (t) investments held by a person (including by way of acquisition, merger or
consolidation) after the Closing Date otherwise in accordance with this Section 6.04 to the
extent that such investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such acquisition,
merger or consolidation;




     (u) investments in minority interests existing on the Closing Date; and




     (v) in addition to investments permitted by paragraphs (a) through (w) above,
additional investments, loans and advances by the Borrower and the Subsidiaries so long as
the aggregate outstanding amount of investments, loans and advances pursuant to this
paragraph (w) (determined without regard to any write-downs or write-offs of such
investments, loans and advances) does not exceed $100,000,000 in the aggregate at any time.



     It is understood and agreed that, in the event that any investment is made by the Borrower or
any Subsidiary in any person through substantially concurrent interim transfers of any amount
through one or more other Subsidiaries, then such other substantially concurrent interim transfers
shall be disregarded for purposes of this Section 6.04.



     SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.
(a) Merge into or consolidate with any other person, or permit any other person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in
a series of transactions) all or substantially all the assets (whether now owned or hereafter
acquired) of the Borrower or less than all the Equity Interests of any Subsidiary (other than
pursuant to any



 









 




Permitted Interest Transfer or transfers of Equity Interests of any Subsidiary to a Loan Party
or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary), or purchase or otherwise
acquire (in one transaction or a series of transactions) all or substantially all of the assets of
any other person, except that (i) the Borrower and any Subsidiary may purchase and sell inventory
in the ordinary course of business and (ii) if at the time thereof and immediately after giving
effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly
owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (y) any Subsidiary may merge into or consolidate with any other Subsidiary
in a transaction in which the surviving entity is a Subsidiary (provided that (A) if any party to
any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan
Party and (B) to the extent any person other than the Borrower or a wholly owned Subsidiary
receives any consideration in connection therewith, then such transaction shall be considered as an
investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the
Subsidiaries may make Permitted Acquisitions or any other investment, loan or advance permitted
pursuant to Section 6.04 (including by merger), and may enter into Permitted Joint Ventures.




     (b) Make any Asset Sale otherwise permitted under paragraph (a) above unless such Asset Sale
is:




     (i) for consideration that is at least equal to the fair market value of the assets
being sold, transferred, leased or disposed of; provided that (x) for any disposition of
assets with a fair market value of more than $50,000,000, at least 75% of such consideration
is cash and (y) the fair market value of all assets sold, transferred, leased or disposed of
(other than assets which are sold, transferred, leased or disposed of in order to comply
with any requirement, rule or regulation of, or order by, or agreement with, any
Governmental Authority in connection with a Permitted Acquisition) pursuant to this clause
(b)(i) shall not exceed $300,000,000 in any fiscal year, provided further that, prior to the
Incremental Asset Sale Termination Date, such annual amount shall be increased by an
aggregate amount not to exceed $750,000,000;




     (ii) a Receivables Transaction, provided that (x) the material terms and conditions and
the structure of such Receivables Transaction have been approved by the Administrative Agent
(such approval not to be unreasonably withheld or delayed), (y) any Liens granted in
connection with such Receivables Transaction shall comply with the terms of Section 6.02(p)
and (z) the aggregate Receivables Transaction Amount outstanding at any time in respect of
all Receivables Transactions does not exceed $2,000,000,000 (any Receivables Transaction
meeting all the criteria of this Section 6.05(b)(ii) being referred to herein as a
“Permitted Receivables Transaction”);




     (iii) a Syndication Transaction, provided that the aggregate amount or value of the
consideration received by any Permitted Syndication Subsidiary and/or the Borrower and the
other Subsidiaries from third parties in connection with such Syndication Transaction (or
series of Syndication Transactions), except for the Syndication Transactions listed on
Schedule 6.05(b) (the “Syndication Proceeds”), when added to the aggregate Syndication
Proceeds from all previous Permitted Syndications on or after the Closing Date does not
exceed $200,000,000 (any Syndication Transaction meeting the criteria of this Section
6.05(b)(iii) being referred to herein as a “Permitted Syndication Transaction”);



 









 






     (iv) any Permitted Interest Transfer;




     (v) for the sale or other disposition consummated by the Borrower or any of the
Subsidiaries after the Closing Date of assets constituting a subsidiary or business unit or
units of the Borrower or the Subsidiaries (including a Facility) or the interest of the
Borrower or the Subsidiaries therein, provided that (i) such sale or other disposition shall
be made for fair value on an arm’s-length basis and (ii) the consideration received for such
sale or other disposition constitutes or would constitute a Permitted Acquisition, Permitted
Joint Venture or Permitted Syndication Subsidiary in accordance with the definition thereof;




     (vi) the Borrower and the Subsidiaries may abandon, allow to lapse or otherwise dispose
of intangible property that the Borrower or such Subsidiary shall determine in its
reasonable business judgment is immaterial to the conduct of its business;




     (vii) forgiveness of any loans or advances made pursuant to Section 6.04(e);




     (viii) transfers of property subject to casualty or a condemnation proceeding;




     (ix) Restricted Payments permitted pursuant to Section 6.06; or




     (x) for the sale or other disposition of real estate and related assets (other than
Hospitals and Receivables) for the fair market value thereof in cash, in an aggregate amount
not to exceed $300,000,000.



     SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to
declare or make, directly or indirectly, any Restricted Payment (including pursuant to any
Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so;
provided, however, that




     (i) any Subsidiary may declare and pay dividends or make other distributions ratably to
its equity holders;




     (ii) Parent may distribute the Equity Interests of a Spinout Subsidiary pursuant to a
Spinout Transaction;




     (iii) so long as no Event of Default or Default shall have occurred and be continuing
or would result therefrom, the Borrower may, or the Borrower may make distributions to
Parent so that Parent may, repurchase its Equity Interests owned by current or former
employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make
payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries
in connection with the exercise of stock options, stock appreciation rights or similar
equity incentives or equity based incentives pursuant to management incentive plans in an
aggregate amount not to exceed $40,000,000 in any fiscal year;




     (iv) the Borrower may make Restricted Payments to Parent (x) to the extent necessary to
pay general corporate and overhead expenses incurred by Parent in the ordinary course of
business (including legal, accounting and similar expenses) and expenses necessary to
maintain its status as a publicly held corporation, and (y) in an



 









 






amount necessary to pay the Tax liabilities of Parent; provided, however, that all
Restricted Payments made to Parent pursuant to this clause (iii) are used by Parent for the
purposes specified herein within 20 days of the receipt thereof;




     (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so
long as no Event of Default or Default shall have occurred and be continuing or would result
therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted
Payments, in an aggregate principal amount from the Restatement Effective Date not to exceed
$50,000,000 less the amount of payments made from and after the Restatement Effective Date
pursuant to Section 6.09(b)(i);




     (vi) the Borrower may net shares under employee benefits plans to settle option price
payments owed by employees and directors with respect thereto and to settle employees’ and
directors’ Federal, state and income tax liabilities (if any) related thereto;




     (vii) so long as (A) no Event of Default or Default shall have occurred and be
continuing or would result therefrom and (B) at the time of and after giving effect thereto,
the Secured Leverage Ratio shall not be greater than 3.0 to 1.0, the Borrower may make other
Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the
Available Amount at the time such Restricted Payment is made; and




     (viii) so long as no Event of Default or Default shall have occurred and be continuing
or would result therefrom, the Borrower may, or the Borrower may make distributions to
Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments
to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in
connection with the exercise of stock options, stock appreciation rights or similar equity
incentives or equity based incentives pursuant to management incentive plans, in each case
in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such
Restricted Payment is made.



     (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Subsidiary
(other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien
upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary
(other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with
respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided (x)
that the foregoing shall not apply to restrictions and conditions (A) imposed by law or by any Loan
Document or the Senior Note Indenture, (B) contained in agreements relating to the sale of a
Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only
to the Subsidiary or assets that are to be sold and such sale is permitted hereunder, (C) imposed
on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to
be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01
with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the
terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if
such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and
are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on
Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted
Syndication Subsidiaries imposed by



 









 




the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the
time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not
created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and
apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other
agreement governing Pari Passu Debt, so long as such restrictions and conditions are not less
favorable to the Lenders than to the holders of such Pari Passu Debt; and (y) clause (i) of the
foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases
and other contracts restricting the assignment thereof and any right of first refusal and (B)
imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such Indebtedness.




     SECTION 6.07. Transactions with Affiliates. Except for (a) transactions between or among
Parent and its Subsidiaries or described on Schedule 6.07 and (b) the sale, transfer or other
disposition by Parent, the Borrower or any Subsidiary in compliance with Section 6.05(b)(i) of real
property owned by it to any Spinout Subsidiary pursuant to a Spinout Transaction, sell or transfer
any property or assets to, or purchase or acquire any property or assets from, or otherwise engage
in any other transactions with, any of its Affiliates, except (i) the Borrower or any Subsidiary
may engage in any of the foregoing transactions on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third
parties, (ii) the Borrower and the Subsidiaries may make (x) investments, loans and advances and
(y) Restricted Payments, permitted by Section 6.04 and Section 6.06, respectively, (iii) the
Borrower may engage in Receivables Transactions, (iv) any issuance of Equity Interests by Parent
otherwise permitted hereunder, (v) any issuance of Equity Interests, or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans, or indemnities provided on behalf of employees or
directors and approved by the board of directors or senior management of Parent and (vi) the
payment of reasonable fees to directors of Parent, the Borrower and the Subsidiaries who are not
employees of Parent, the Borrower or the Subsidiaries.



     SECTION 6.08. Business of Parent, Borrower and Subsidiaries. Engage at any time in any
business or business activity other than the business currently conducted by it and business
activities reasonably similar, incidental or complementary thereto and reasonable extensions
thereof.



     SECTION 6.09. Other Indebtedness. (a) Permit any waiver, supplement, modification,
amendment, termination or release of the Senior Notes Indenture or any waiver, supplement,
modification or amendment of any indenture, instrument or agreement pursuant to which any
subordinated Material Indebtedness of Parent, the Borrower or any of the Subsidiaries is
outstanding if the effect of such waiver, supplement, modification, amendment, termination or
release would materially increase the obligations of the obligor or confer additional material
rights on the holder of such Indebtedness in a manner adverse to the Lenders.



     (b) Make any distribution, whether in cash, property, securities or a combination thereof,
other than regular scheduled payments of principal and interest as and when due (to the extent not
prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or
directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase,
retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any
Senior Notes or subordinated Indebtedness (other than intercompany



 









 




Indebtedness); provided, however, that, so long as no Default or Event of Default shall have
occurred and be continuing at the date of such redemption, repurchase, retirement or other
acquisition for consideration, or would result therefrom, Parent, the Borrower or any Subsidiary
may redeem, repurchase, retire or otherwise acquire for consideration (i) from and after the
Restatement Effective Date, Senior Notes and subordinated Indebtedness for an aggregate price not
in excess of (A) $50,000,000 less (B) the amount of Restricted Payments made from and after the
Restatement Effective Date pursuant to clause (v) of Section 6.06(a), (ii) Senior Notes with the
proceeds of or in exchange for (A) refinancing Indebtedness otherwise permitted pursuant to Section
6.01(h) or (B) the issuance of Equity Interests, (iii) subordinated Indebtedness with the proceeds
of or in exchange for (A) subordinated Indebtedness that is permitted pursuant to Section 6.01 and
is subordinated on terms not materially less advantageous to the Lenders than those of the
Indebtedness being redeemed, repurchased, retired or otherwise acquired for consideration or (B)
the issuance of Equity Interests or (iv) Senior Notes and subordinated Indebtedness so long as (A)
the amount paid in respect thereof does not exceed the Available Amount at the time paid and (B) at
the time of and after giving effect thereto, the Secured Leverage Ratio shall not be greater than
3.0 to 1.0.




     SECTION 6.10. Practice Guarantees. Enter into Practice Guarantees with a term of 30 months
or longer in an aggregate amount in excess of $150,000,000 in effect at any time with respect to
all such Practice Guarantees.



     SECTION 6.11. Capital Expenditures. Permit the aggregate amount of Capital Expenditures
(other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in
any period set forth below to exceed the greater of (a) in the case of any fiscal year beginning on
or after January 1, 2008, 5.5% of consolidated net revenues of Parent, the Borrower and the
Subsidiaries for the immediately preceding fiscal year (as set forth in the financial statements
delivered pursuant to Section 5.04(a) with respect to such fiscal year) and (b) the amount set
forth below for such period (such greater amount, the “Permitted Capital Expenditure Amount”):



	 	 	 	 	 
	Period	 	Amount
	 
	 	 	 	 
	Closing Date through December 31, 2007
	 	$	475,000,000	 
	January 1, 2008 through December 31, 2008
	 	$	800,000,000	 
	January 1, 2009 through December 31, 2009
	 	$	800,000,000	 
	January 1, 2010 through December 31, 2010
	 	$	850,000,000	 
	January 1, 2011 through December 31, 2011
	 	$	925,000,000	 
	January 1, 2012 through December 31, 2012
	 	$	1,100,000,000	 
	January 1, 2013 through December 31, 2013
	 	$	1,100,000,000	 
	Each fiscal year thereafter
	 	$	1,100,000,000	 






     In any year in which a Permitted Acquisition occurs, the Permitted Capital Expenditure Amount
in respect of such fiscal year shall be increased (but not decreased) by an amount equal to 5.5% of
the net revenues generated by the Acquired Entity acquired during the preceding fiscal year of such
Acquired Entity (pro rated based on the number of days remaining in such fiscal year). In
addition, to the extent any portion of the Permitted Capital Expenditure Amount for any fiscal year
(as the same may have been increased pursuant to the preceding sentence) is not fully expended
during such fiscal year, then 50% of the amount not so expended may be carried forward to and used
in succeeding fiscal years. In addition, for any fiscal year, the



 









 




amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant
to this Section 6.11 may be increased by an amount not to exceed 50% of the Permitted Capital
Expenditure Amount for the immediately succeeding fiscal year (the “CapEx Pull-Forward Amount”).
The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a
dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be
made in the immediately succeeding fiscal year. In addition, for any fiscal year, the amount of
Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section
6.11 may be increased by an amount not to exceed $200,000,000 if, at the time of such expenditure,
both before and after giving pro forma effect thereto, (x) no Default or Event of Default shall
have occurred and be continuing and (y) the Leverage Ratio is less than 4.50 to 1.00.




     SECTION 6.12. Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period of
four consecutive fiscal quarters, in each case taken as one accounting period, ending during any
period set forth below to be less than the ratio set forth opposite such period below:



	 	 	 	 	 
	Period	 	Ratio	 
	 
	 	 	 	 
	September 30, 2007 through September 30, 2009
	 	 	1.75 to 1.00	 
	October 1, 2009 through September 30, 2011
	 	 	2.00 to 1.00	 
	October 1, 2011 through September 30, 2012
	 	 	2.25 to 1.00	 
	Thereafter
	 	 	2.50 to 1.00	 






     SECTION 6.13. Maximum Leverage Ratio. Permit the Leverage Ratio as of the last day of any
fiscal quarter ending during a period set forth below to be greater than the ratio set forth
opposite such period below:



	 	 	 	 	 
	Period	 	Ratio	 
	 
	 	 	 	 
	September 30, 2007 through March 31, 2009
	 	 	7.25 to 1.00	 
	April 1, 2009 through June 30, 2009
	 	 	7.00 to 1.00	 
	July 1, 2009 through September 30, 2009
	 	 	6.75 to 1.00	 
	October 1, 2009 through September 30, 2010
	 	 	6.50 to 1.00	 
	October 1, 2010 through September 30, 2011
	 	 	6.00 to 1.00	 
	October 1, 2011 through September 30, 2012
	 	 	5.50 to 1.00	 
	Thereafter
	 	 	5.00 to 1.00	 






     SECTION 6.14. Fiscal Year. With respect to Parent and the Borrower, change their fiscal
year-end to a date other than December 31.



ARTICLE VII




Events of Default



     In case of the happening of any of the following events (“Events of Default”):



 









 






     (a) any representation, warranty or statement made or deemed made by any Loan Party
herein or in any other Loan Document or any certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the
date as of which it was made or deemed made;




     (b) default shall be made in the payment of any principal of any Loan or the
reimbursement with respect to any L/C Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise;




     (c) default shall be made in the payment of any interest on any Loan or any Fee or L/C
Disbursement or any other amount (other than an amount referred to in (b) above) due under
any Loan Document, when and as the same shall become due and payable, and such default shall
continue unremedied for a period of five Business Days;




     (d) default shall be made in the due observance or performance by Parent, the Borrower
or any Subsidiary of any covenant, condition or agreement contained in Section 5.01(a) (with
respect to Parent and the Borrower only), 5.05(a) or 5.08 or in Article VI;




     (e) default shall be made in the due observance or performance by Parent, the Borrower
or any Subsidiary of any covenant or agreement contained in any Loan Document (other than
those specified in (b), (c) or (d) above) and such default shall continue unremedied for a
period of 30 days after notice thereof from the Administrative Agent or any Lender to the
Borrower;




     (f) (i) Parent, the Borrower or any Subsidiary shall fail to pay any principal,
interest or other amount due in respect of any Material Indebtedness, when and as the same
shall become due and payable (after giving effect to any grace period) or (ii) any other
event or condition occurs that results in any Material Indebtedness becoming due prior to
its scheduled maturity or that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity or that results in the termination or permits any counterparty to terminate any
Hedging Agreement the obligations under which constitute Material Indebtedness; provided
that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness;




     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of Parent, the
Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the meaning of
clause (a) of the definition thereof), or of a substantial part of the property or assets of
Parent, the Borrower or a Subsidiary (other than a Non-Significant Subsidiary within the
meaning of clause (a) of the definition thereof), under Title 11 of the United States Code,
as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Parent, the Borrower or



 









 






any Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a)
of the definition thereof) or for a substantial part of the property or assets of
Parent, the Borrower or a Subsidiary or (iii) the winding-up or liquidation of Parent, the
Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the meaning of
clause (a) of the definition thereof); and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;




     (h) Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary
within the meaning of clause (a) of the definition thereof) shall (i) voluntarily commence
any proceeding or file any petition seeking relief under Title 11 of the United States Code,
as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution of any proceeding
or the filing of any petition described in (g) above, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within
the meaning of clause (a) of the definition thereof) or for a substantial part of the
property or assets of Parent, the Borrower or any Subsidiary (other than a Non-Significant
Subsidiary within the meaning of clause (a) of the definition thereof), (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) become unable, admit in
writing its inability or fail generally to pay its debts as they become due or (vii) take
any corporate action for the purpose of effecting any of the foregoing;




     (i) one or more judgments shall be rendered against Parent, the Borrower, any
Subsidiary or any combination thereof (not paid or fully covered by insurance) and the same
shall remain undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to
levy upon assets or properties of Parent, the Borrower or any Subsidiary to enforce any such
judgment and such judgment is for the payment of money in an aggregate amount in excess of
$50,000,000;




     (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other such ERISA Events, could reasonably be expected to result
in liability of the Borrower and its ERISA Affiliates in an aggregate amount exceeding
$50,000,000;




     (k) any Guarantee under the Guarantee and Collateral Agreement for any reason shall
cease to be in full force and effect (other than in accordance with its terms), or any
Guarantor shall deny in writing that it has any further liability under the Guarantee and
Collateral Agreement (other than as a result of the discharge of such Guarantor in
accordance with the terms of the Loan Documents);




     (l) any security interest purported to be created by any Security Document with respect
to any Collateral with an aggregate fair market value in excess of $50,000,000 shall cease
to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid,
perfected (subject to the qualifications set forth in Section 3.19(a)), first priority
(except as otherwise expressly provided in this Agreement or such Security Document)
security interest in the securities, assets or properties covered thereby, except to the
extent that any such loss of perfection or priority results from the failure of the
Collateral



 









 






Agent to maintain possession of certificates representing securities pledged
under the
Guarantee and Collateral Agreement or any other act or omission by the Collateral Agent
and except to the extent that such loss is covered by a lender’s title insurance policy and
the related insurer does not deny that such loss is covered by such title insurance policy;




     (m) the Indebtedness under any subordinated Indebtedness of Parent, the Borrower or any
Subsidiary constituting Material Indebtedness shall cease (or any Loan Party or an Affiliate
of any Loan Party shall so assert), for any reason, to be validly subordinated to the
Obligations as provided in the agreements evidencing such subordinated Indebtedness;




     (n) there shall have occurred a Change in Control;




     (o) on any date, any Pari Passu Debt that at the time would constitute Material
Indebtedness and that has a final stated maturity date within 91 days of such date shall
remain outstanding; or




     (p) so long as any Pari Passu Debt is outstanding, any Pari Passu Intercreditor
Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise
not be effective to create the rights and obligations purported to be created thereunder,
unless the same (i) results directly from the action or inaction of the Collateral Agent or
(ii) is not materially adverse to the Lenders;



     then, and in every such event (other than an event with respect to Parent or the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such
event, the Administrative Agent, at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due
and payable in whole or in part, whereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to Parent or the
Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the Borrower, anything
contained herein or in any other Loan Document to the contrary notwithstanding.



     Notwithstanding anything to the contrary contained in this Article VII, upon the request of
the Borrower made in writing to the Administrative Agent, in the event of any Event of Default
under any covenant set forth in Section 6.12 or 6.13 and until the expiration of the tenth Business
Day after the date on which financial statements are required to be delivered with respect to the
applicable fiscal quarter hereunder, Parent may issue Qualified Capital Stock and elect to treat
all or any portion of the net cash proceeds thereof as having increased Consolidated EBITDA with
respect to such applicable quarter solely for the purpose of determining actual and



 









 




pro forma
compliance with Sections 6.12 and 6.13 at the end of such applicable quarter and
applicable subsequent periods and for purposes of determining whether the Leverage Ratio
Condition has been satisfied and not for any other purpose of this Agreement (including determining
the Applicable Percentage) provided that (a) such proceeds (i) are actually received by Parent and
contributed to the Borrower no later than ten days after the date on which financial statements are
required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the
aggregate amount necessary to cause Parent to be in compliance with the covenants under Sections
6.12 or 6.13 for any applicable period and (b) in each period of four fiscal quarters, there shall
be at least two fiscal quarters in which no such right to cure permitted by this paragraph is
utilized.




ARTICLE VIII




The Administrative Agent and the Collateral Agent



     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the
Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents
to take such actions on its behalf and to exercise such powers as are delegated to such Agent by
the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly
authorized to execute any and all documents (including releases) with respect to the Collateral and
the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with
the provisions of this Agreement and the Security Documents.



     The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with Parent, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.



     Neither Agent shall have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and
is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that
such Agent is instructed in writing to exercise by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any
duty to disclose, nor shall it be liable for the failure to disclose, any information relating to
Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity.
Neither Agent shall be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default
unless and until written notice thereof is given to such Agent by Parent, the Borrower or a Lender,
and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection



 









 




with any Loan Document, (ii) the
contents of any certificate, report or other document delivered
thereunder or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.




     Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may
also rely upon any statement made to it orally or by telephone and believed by it to have been made
by the proper person, and shall not incur any liability for relying thereon. Each Agent may
consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.



     Each Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and
all its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the
Related Parties of each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the Credit Facilities as well as activities as
Agent.



     Subject to the appointment and acceptance of a successor Agent as provided below, either Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably
withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence
and continuation of an Event of Default pursuant to paragraph (b), (c), (g) or (h) of Article VII,
no consent of the Borrower shall be required. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York,
having a combined capital and surplus of at least $1,000,000,000, or an Affiliate of any such bank
and, so long as no Event of Default pursuant to paragraph (b), (c), (g) or (h) of Article VII shall
have occurred and be continuing, reasonably acceptable to the Borrower. Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to
a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of
this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while acting as Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it has deemed



 









 




appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the Agents or any
other Lender and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.




ARTICLE IX




Miscellaneous



     SECTION 9.01. Notices. Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by fax, as follows:



     (a) if to the Borrower or Parent, to it at Community Health Systems, Inc., 4000 Meridian
Boulevard, Franklin, Tennessee 37067, Attention of the Chief Financial Officer (Fax No. (615)
373-9704);



     (b) if to the Administrative Agent, to Credit Suisse AG, Eleven Madison Avenue, New York, NY
10010, Attention of Agency Group (Fax No. (212) 325-8304), Email: agency.loanops@credit-suisse.com;
and



     (c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in
the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.



     All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered
by hand or overnight courier service or sent by fax or on the date five Business Days after
dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 9.01 or in accordance with the
latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed
to among Parent, the Borrower, the Administrative Agent and the applicable Lenders from time to
time, notices and other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such person.



     Parent and the Borrower hereby acknowledge that (a) the Administrative Agent will make
available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf
of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower
Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of
the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to each Borrower or its securities) (each, a “Public Lender”).
Parent and the Borrower hereby agree that (i) all Borrower Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to Parent and the Borrower or its securities for purposes of foreign,
United States Federal and state securities laws (provided,



 









 




however, that to the extent such
Borrower Materials constitute Information, they shall be treated
as set forth in Section 9.17); (iii) all Borrower Materials marked “PUBLIC” are permitted to
be made available through a portion of the Platform designated as “Public Investor” and (iv) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not marked as “Public Investor”.
Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless
Parent or the Borrower notifies the Administrative Agent promptly that any such document contains
material non-public information: (A) the Loan Documents and (B) any notification of changes in the
terms of the Credit Facilities.




     Each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on the
content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable law, including
foreign, United States Federal and state securities laws, to make reference to Communications that
are not made available through the “Public Side Information” portion of the Platform and that may
contain material non-public information with respect to Parent or the Borrower or its securities
for purposes of foreign, United States Federal or state securities laws.



     THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY
OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS
RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER
OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH
PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



     The Administrative Agent agrees that the receipt of the Communications by the Administrative
Agent at its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees
that receipt of notice to it (as provided in the next sentence) specifying that the Communications
have been posted to the Platform shall constitute effective delivery of the Communications to such
Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent
in writing (including by electronic communication) from time to



 









 




time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic
transmission and that the foregoing notice may be sent to such e-mail address.




     Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such
Loan Document.



     SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrower or Parent herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive
the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Bank,
regardless of any investigation made by the Lenders or the Issuing Bank or on their behalf, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not been terminated. The provisions of Sections 2.14, 2.16, 2.20, 9.05 and 9.18 shall remain
operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or
the Issuing Bank.



     SECTION 9.03. Binding Effect. This Agreement shall become effective as provided in the
Amendment and Restatement Agreement.



     SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower,
Parent, the Administrative Agent, the Collateral Agent, the Issuing Bank or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their respective successors and
assigns.



     (b) Each Lender may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it), with notice to the Borrower and the prior
written consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided,
however, that (i) in the case of an assignment of a Revolving Credit Commitment, each of the
Borrower, the Issuing Bank and the Swingline Lender must also give its prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed) (provided, that the
consent of the Borrower shall not be required to any such assignment made to another Lender or an
Affiliate of a Lender or after the occurrence and during the continuance of any Event of Default
referred to in paragraph (b), (c), (g) or (h) of Article VII), (ii) the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent)
shall be not less than (x) $1,000,000 (with respect to an assignment of Term Loans) and (y)
$5,000,000 (with respect to an assignment of Revolving Credit Commitments or Revolving Loans) (or,
in any case, if less, the entire remaining amount of such



 









 




Lender’s Commitment or Loans of the relevant Class), (iii) the parties to each such assignment
shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an
electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with
the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and
recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the
Administrative Agent), and (iv) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and all applicable tax forms. Upon acceptance
and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date
specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).




     (c) By executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and
the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any adverse claim and
that its Term Loan Commitment and Revolving Credit Commitment, and the outstanding balances of its
Term Loans and Revolving Loans, in each case without giving effect to assignments thereof which
have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set
forth in (i) above, such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its obligations under this
Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto;
(iii) such assignee represents and warrants that it is an Eligible Assignee and is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent financial statements
referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the
Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints
and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.



 









 





     (d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the
Borrower, the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders may
treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, the Issuing Bank, the Collateral Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior notice.



     (e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the
assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) above, if applicable, and the written consent of the
Administrative Agent and, if required, the Borrower, the Swingline Lender and the Issuing Bank to
such assignment and any applicable tax forms, the Administrative Agent shall promptly (i) accept
such Assignment and Acceptance and (ii) record the information contained therein in the Register.
No assignment shall be effective unless it has been recorded in the Register as provided in this
paragraph (e).



     (f) Each Lender may without the consent of the Borrower, the Swingline Lender, the Issuing
Bank or the Administrative Agent sell participations to one or more banks or other persons in all
or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) the participating banks or
other persons shall be entitled to the benefit of the cost protection provisions contained in
Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any
particular participant, to no greater extent than the Lender that sold the participation to such
participant) and (iv) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans or L/C Disbursements and to approve any
amendment, modification or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable to such participating bank or person hereunder
or the amount of principal of or the rate at which interest is payable on the Loans in which such
participating bank or person has an interest, extending any scheduled principal payment date or
date fixed for the payment of interest on the Loans in which such participating bank or person has
an interest, increasing or extending the Commitments in which such participating bank or person has
an interest or releasing any Subsidiary Guarantor (other than pursuant to the terms thereof or in
connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05)
or all or substantially all of the Collateral).



     (g) Any Lender or participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or
participant or proposed assignee or participant any information relating to the Borrower



 









 




furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such
disclosure of information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement whereby such assignee or
participant shall agree (subject to customary exceptions) to preserve the confidentiality of such
confidential information on terms no less restrictive than those applicable to the Lenders pursuant
to Section 9.17.




     (h) Any Lender may at any time assign all or any portion of its rights under this Agreement
to secure extensions of credit to such Lender or in support of obligations owed by such Lender;
provided that no such assignment shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.



     (i) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing
from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option
to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall
be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding commercial paper or
other senior indebtedness of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (i) with
notice to, but without the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC
to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any investor, potential investor, rating agency,
commercial paper dealer, collateral manager, servicer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.



     (j) Neither Parent nor the Borrower shall assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent, the Issuing Bank and each
Lender, and any attempted assignment without such consent shall be null and void.



     (k) In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P,
Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that
are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by
Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit
Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting
ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is



 









 




an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch
Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such
ratings service or provider, the Issuing Bank or the Swingline Lender shall have reasonably
determined that there has occurred a material adverse change in the financial condition of any such
Lender, or a material impairment of the ability of any such Lender to perform its obligations
hereunder, as compared to such condition or ability as of the date that any such Lender became a
Revolving Credit Lender) then the Issuing Bank and the Swingline Lender shall have the right, but
not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to
replace such Lender with an assignee (in accordance with and subject to the restrictions contained
in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in paragraph (b) above) all its
interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee;
provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or
order of any Governmental Authority and (ii) the Issuing Bank, the Swingline Lender or such
assignee, as the case may be, shall pay to such Lender in immediately available funds on the date
of such assignment the principal of and interest accrued to the date of payment on the Loans made
by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it
hereunder.




     SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Parent agree, jointly and
severally, to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of
the Credit Facilities and the preparation and administration of this Agreement and the other Loan
Documents or in connection with any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and the other Loan
Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the
fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative
Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the
fees, charges and disbursements of one counsel in each relevant jurisdiction (and any such
additional counsel, if necessary, as a result of actual or potential conflicts of interest) for the
Administrative Agent, the Collateral Agent and the Lenders.



     (b) The Borrower and Parent agree, jointly and severally, to indemnify the Administrative
Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the
foregoing persons (each such person being called an “Indemnitee”) against, and to hold each
Indemnitee harmless from, any and all actual losses, claims, damages, liabilities, penalties and
related reasonable out-of-pocket expenses, including reasonable fees, charges and disbursements of
one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a
result of actual or potential conflicts of interest) for all Indemnitees, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any other Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions contemplated thereby
(including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or
issuance of Letters of Credit, (iii) any claim, litigation,



 









 




investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is
a party thereto (and regardless of whether such matter is initiated by a third party or by the
Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or
alleged presence or Release of Hazardous Materials on any property currently or formerly owned or
operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any
way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties or
related expenses are determined by a court of competent jurisdiction by final judgment to have
resulted primarily from the gross negligence or willful misconduct of such Indemnitee.




     (c) To the extent that Parent and the Borrower fail to pay any amount required to be paid by
them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or
the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share”
shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure,
outstanding Term Loans and unused Commitments at the time.



     (d) To the extent permitted by applicable law, neither Parent nor the Borrower nor any
Indemnitee shall assert, and each hereby waives, any claim against any Indemnitee or Parent and the
Borrower and each of their respective Affiliates, as applicable, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.



     (e) The provisions of this Section 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the
expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under
this Section 9.05 shall be payable, within 30 days of written demand therefor with a reasonably
detailed summary of the amounts claimed.



     SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender or an Affiliate of such Lender is hereby authorized at any time and from time to time,
except to the extent prohibited by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at any time
owing by such Lender or an Affiliate of such Lender to or for the credit or the account of the
Borrower or Parent against any of and all the obligations of the Borrower or Parent now or
hereafter existing under this Agreement and other Loan Documents held by such Lender, provided that
at such time such obligations are due or payable. The rights of each Lender and Affiliates of such
Lender under this Section 9.06 are in addition to other rights and



 









 




remedies (including other rights of setoff) which such Lender or an Affiliate of such Lender
may have.




     SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER
OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS
ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or any other Loan Document or consent to any departure by the Borrower or any other
Loan Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the Borrower or Parent in any
case shall entitle the Borrower or Parent to any other or further notice or demand in similar or
other circumstances.



     (b) Neither this Agreement nor any provision hereof, may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Borrower, Parent and
the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal
amount of, or extend the maturity of or any scheduled principal payment date or date for the
payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive
or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C
Disbursement, without the prior written consent of each Lender directly adversely affected thereby,
(ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of
any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata
requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section
or release all or substantially all of the value of the Subsidiary Guarantors (other than pursuant
to the terms hereof or thereof or in connection with the sale of such Subsidiary Guarantor in a
transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the
prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans
of one Class differently from the rights of Lenders holding Loans of any other Class without the
prior written consent of Lenders holding a



 









 




majority in interest of
the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the
protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written
consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required
Lenders” without the prior written consent of each Lender (it being understood that with the
consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same basis as the Term
Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other
Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender.




     SECTION 9.09. Certain Releases of Guarantees and Security Interests. (a) Subject to the
terms of any Pari Passu Intercreditor Agreement, upon the closing of any Asset Sale consisting of
the sale of all of the Equity Interests of any Subsidiary Guarantor permitted pursuant to Section
6.05, (i) the obligations of such Subsidiary Guarantor pursuant to the Guarantee and Collateral
Agreement shall automatically be discharged and released without any further action by the
Administrative Agent or any Lender, and (ii) the Administrative Agent and the Lenders will, upon
the request and at the sole expense of the Borrower, execute and deliver any instrument or other
document in a form acceptable to the Administrative Agent which may reasonably be required to
evidence such discharge and release, all without representation, recourse or warranty.



     (b) Subject to the terms of any Pari Passu Intercreditor Agreement, upon the closing of any
Asset Sale consisting of the sale of Equity Interests of any Subsidiary Guarantor or any other
Subsidiary of the Borrower permitted pursuant to Section 6.05, (i) the Collateral Agent shall
release to the Borrower, without representation, warranty or recourse, express or implied, the
pledged Equity Interests of such Subsidiary Guarantor or other Subsidiary, as applicable, held by
it, (ii) the Collateral Agent shall release its security interest in all Collateral of such
Subsidiary, including any Mortgages, and (iii) the Collateral Agent will, upon the request and at
the sole expense of the Borrower, execute and deliver any instrument or other document in a form
acceptable to the Collateral Agent which may reasonably be required to evidence such release.



     (c) Subject to the terms of any Pari Passu Intercreditor Agreement, upon consummation by the
Borrower or any Subsidiary of a Permitted Interest Transfer or designation of an Unrestricted
Subsidiary in accordance with the terms hereof, (i) the Collateral Agent shall release to the
Borrower, without representation, warranty or recourse, express or implied, those Equity Interests
of the Subsidiary that are the subject of such Permitted Interest Transfer or designation in
accordance with clauses (i) and (ii) of Section 9.09(b) and shall release any pledged note
theretofore pledged to the extent such note is being discharged in connection with such Permitted
Interest Transfer or designation, and (ii) if such Subsidiary whose shares are the subject of such
Permitted Interest Transfer or designation is a Subsidiary Guarantor, the obligations of such
Subsidiary under its Guarantee shall automatically be discharged and released in accordance with
clauses (i) and (ii) of Section 9.09(a) and any Lien granted by such Subsidiary under the Loan
Documents shall automatically be discharged and released.



     (d) Subject to the terms of any Pari Passu Intercreditor Agreement, the Collateral Agent
will, upon the request and at the sole expense of the Borrower, execute and deliver any



 









 




instrument or other document in a form acceptable to the Collateral Agent which may be
reasonably be required to discharge and release, all without representation, recourse or warranty,
any Lien on any Collateral granted to or held by the Collateral Agent under any Loan Document (i)
upon termination of the Commitments and payment in full of the principal and interest on each Loan,
all Fees and all other expenses or amounts payable under any Loan Document and cancellation or
expiration of all Letters of Credit and reimbursement of all amounts drawn thereunder in full (or
other arrangements having been entered into with respect thereto acceptable to the Issuing Bank and
the Administrative Agent), (ii) that is sold or to be sold as part of or in connection with any
sale permitted hereunder to a Person other than the Borrower or any Subsidiary Guarantor, and upon
consummation by the Borrower or any Subsidiary of any such disposition, any Lien granted by the
Borrower or such Subsidiary under the Loan Documents on such Collateral shall automatically be
discharged and released, and (iii) the Administrative Agent and the Lenders will, upon the request
and at the sole expense of the Borrower, execute and deliver any instrument or other document in a
form acceptable to the Administrative Agent which may reasonably be required to evidence such
discharge and release, all without representation, recourse or warranty.




     (e) Subject to the terms of any Pari Passu Intercreditor Agreement, upon notification by the
Borrower to the Collateral Agent that a Subsidiary Guarantor is a Non-Significant Subsidiary, and
would not be required to become a Guarantor in accordance with the terms hereof, the Collateral
Agent shall release the obligations of such Subsidiary under its Guarantee and shall release and
discharge any Lien granted by such Subsidiary Guarantor under the Loan Documents in accordance with
clauses (i) and (ii) of Section 9.09(a).



     SECTION 9.10. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan or participation in any L/C Disbursement,
together with all fees, charges and other amounts which are treated as interest on such Loan or
participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan or participation in accordance with applicable
law, the rate of interest payable in respect of such Loan or participation hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section 9.10 shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.



     SECTION 9.11. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents
constitute the entire contract between the parties relative to the subject matter hereof. Any
other previous agreement among the parties with respect to the subject matter hereof is superseded
by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any person (other than the parties
hereto and thereto, their respective successors and assigns permitted hereunder (including any
Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the



 









 




Collateral Agent, the Issuing Bank and the Lenders) any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.




     SECTION 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.



     SECTION 9.13. Severability. In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



     SECTION 9.14. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.



     SECTION 9.15. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



     SECTION 9.16. Jurisdiction; Consent to Service of Process. (a) Each of Parent and the
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of any New York State court or Federal court of the United States of America
sitting in New York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
such New York State or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender may otherwise have



 









 




to bring any action or proceeding relating to this Agreement or the other Loan Documents
against the Borrower, Parent or their respective properties in the courts of any jurisdiction.




     (b) Each of Parent and the Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.



     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     SECTION 9.17. Confidentiality. Each of the Administrative Agent, the Collateral Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ officers,
directors, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any
remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to
the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing
provisions substantially the same as those of this Section 9.17, to (i) any actual or prospective
assignee of or participant in any of its rights or obligations under this Agreement and the other
Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower or any Subsidiary or any of their respective
obligations, (f) with the consent of the Borrower or (g) to the extent such Information becomes
publicly available other than as a result of a breach of this Section 9.17. For the purposes of
this Section, “Information” shall mean all information received from the Borrower or Parent and
related to the Borrower or Parent or their business, other than any such information that was
available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to its disclosure by the Borrower or Parent; provided that any Lender,
the Administrative Agent, the Collateral Agent or the Issuing Bank shall give Parent prior notice
of any disclosure pursuant to clause (c) to the extent permissible. Any person required to
maintain the confidentiality of Information as provided in this Section 9.17 shall be considered to
have complied with its obligation to do so if such person has exercised the same degree of care to
maintain the confidentiality of such Information as such person would accord its own confidential
information.



     SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies Parent and the Borrower that pursuant to the
requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that
identifies Parent and the Borrower, which information includes the name and address of Parent and
the Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify Parent and the Borrower in accordance with the USA PATRIOT Act.




 












 





     SECTION 9.19. Effect of Certain Inaccuracies. In the event that any financial statement
or certificate delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, is
inaccurate within one year after delivery thereof, and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Percentage or a higher Commitment Fee for any period
(an “Applicable Period”) than the Applicable Percentage or Commitment Fee applied for such
Applicable Period, then (i) the Borrower shall promptly deliver to the Administrative Agent a
corrected financial statement and a corrected compliance certificate for such Applicable Period,
(ii) the Applicable Percentage and the Commitment Fee shall be determined based on the corrected
compliance certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the
Administrative Agent (for the accounts of the applicable Lenders during the Applicable Period or
their successors and assigns) the accrued additional interest or additional Commitment Fees (or
both) owing as a result of such increased Applicable Percentage or Commitment Fee for such
Applicable Period. This Section 9.19 shall not limit the rights of the Administrative Agent or the
Lenders with respect to Section 2.07 or Article VII.



     SECTION 9.20. Pari Passu Obligations. (a) Each Lender and each Issuing Bank acknowledges
that Pari Passu Debt Obligations may be secured by Liens on the Collateral having the same priority
as, or junior priority to, the Liens securing the Obligations and hereby consents thereto.



     (b) In connection with the incurrence by the Borrower or any Subsidiary of Pari Passu Debt,
each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of
the Administrative Agent and/or the Collateral Agent shall enter into one or more Pari Passu
Intercreditor Agreements, (ii) authorizes and directs each Agent to execute and deliver any Pari
Passu Intercreditor Agreement and any documents relating thereto, in each case on behalf of such
Lender or Issuing Bank and without any further consent, authorization or other action by such
Lender or Issuing Bank, (iii) authorizes and directs each Agent to act as its representative under,
and in connection with, any Pari Passu Intercreditor Agreement, (iv) acknowledges that any Pari
Passu Intercreditor Agreement may contain provisions that permit or require the Liens securing the
Obligations and the Pari Passu Debt Obligations to be granted in favor of a single collateral agent
trustee, which may not be the Administrative Agent or the Collateral Agent (a “Shared Collateral
Agent”), (v) acknowledges that any Pari Passu Intercreditor Agreement may provide that the holders
of a majority in aggregate principal amount of Obligations and Pari Passu Debt Obligations, voting
as a single class, may direct the Shared Collateral Agent with respect to enforcement or the
actions concerning the Collateral, and (vi) agrees that, upon the execution and delivery thereof,
it will be bound by the provisions of any Pari Passu Intercreditor Agreement as if it were a
signatory thereto and will take no actions contrary to the provisions thereof. Each Lender and
each Issuing Bank further authorizes and directs each Agent to enter into such amendments,
supplements or other modifications to any Pari Passu Intercreditor Agreement as are reasonably
acceptable to the Administrative Agent in order to (A) enable any extension, renewal, refinancing,
replacement or additional incurrence of any Loans or any Pari Passu Debt permitted under this
Agreement and (B) provide for the Pari Passu Debt Obligations thereunder to be secured by Liens on
the Collateral having the same priority as, or junior priority to, the Liens on the Collateral
securing the Obligations, in each case on behalf of such Lender or such Issuing Bank and without
any further consent, authorization or other action by such Lender or such Issuing Bank.



 









 





     (c) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower,
each of the Administrative Agent and the Collateral Agent shall, to the extent required by the
terms of (or in order to implement the provisions of) any Pari Passu Intercreditor Agreement,
delegate, assign and/or transfer any or all of its rights, duties, remedies, powers or obligations
with respect to the Collateral to a Shared Collateral Agent and (ii) hereby consents to any such
delegation, assignment or transfer. The exculpatory provisions of Article VIII shall apply to any
Shared Collateral Agent and to the Related Parties thereof, and shall apply to their respective
activities in connection with the Collateral and with any Pari Passu Intercreditor Agreement or any
other Loan Documents.



     (d) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower,
each of the Administrative Agent and/or the Collateral Agent shall (A) amend, substitute,
supplement or otherwise modify the Guarantee and Collateral Agreement, (B) amend, substitute,
replace, supplement or otherwise modify any other Security Document, (C) enter into additional
Security Documents and (D) take such further actions as are reasonably incidental to the foregoing,
in each case as are reasonably acceptable to the Administrative Agent and the Collateral Agent in
order to (1) enable the Borrower or any Subsidiary to incur Pari Passu Debt otherwise permitted to
be waived hereunder and (2) provide for the Pari Passu Debt Obligations thereunder to be secured,
in accordance with the terms of any Pari Passu Intercreditor Agreement, by Liens on the Collateral
having the same priority as, or junior priority to, the Liens on the Collateral securing the
Obligations, (ii) authorizes and directs each Agent to execute and deliver any such amendments,
supplements, agreements and other documents, in each case on behalf of such Lender or Issuing Bank
and without any further consent, authorization or other action by such Lender or Issuing Bank and
(iii) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of
such amendments, supplements, agreements and other documents as if it were a signatory thereto and
will take no actions contrary to the provisions thereof.



     (e) Without limiting the foregoing, no Secured Party shall have any right individually to
realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being
understood and agreed that all powers, rights and remedies under the Loan Documents may be
exercised solely by the Agents on behalf of the Secured Parties in accordance with the terms
thereof (subject, in the case of the Collateral, to the provisions of any Pari Passu Intercreditor
Agreement). In the event of a foreclosure by the Collateral Agent or any Shared Collateral Agent
on any of the Collateral pursuant to a public or private sale or other disposition, any Lender may
be the purchaser of any or all of such Collateral at any such sale or other disposition, and such
Collateral Agent or Shared Collateral Agent, as agent for and representative of the Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a
credit on account of the purchase price for any Collateral payable by such Collateral Agent or
Shared Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each
Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of
the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have
agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of
the Lenders and shall not afford any right to, or constitute a defense available to, any Loan
Party.



 









 





Schedule 1.01(a)

Existing Letters of Credit



1. Irrevocable Letter of Credit outstanding as of the date hereof under the Original Credit
Agreement.




	 	 	 	 	 	 	 	 	 
	LC Number	 	Beneficiary	 	Maturity	 	Gross Amount
	SM413504
	 	Louisiana Patient's Compensation	 	07/20/10	 	$	125,000.00	 
	SM416221
	 	City of McCaysville	 	03/19/10	 	 	357,730.00	 
	SM200963
	 	The Doctors Company	 	11/22/10	 	 	100,000.00	 
	SM201505
	 	Secretary US Department of Education	 	12/31/09	 	 	183,000.00	 
	SM209374
	 	Secretary/US Department of Education	 	07/27/10	 	 	604,500.00	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	$	1,370,230.00	 






 









 






Schedule 1.01(b)

Subsidiary Guarantors





	1.	 	Abilene Hospital, LLC
	2.	 	Abilene Merger, LLC
	3.	 	Anna Hospital Corporation
	4.	 	Arizona DH, LLC
	5.	 	Berwick Hospital Company, LLC
	6.	 	BH Trans Company, LLC
	7.	 	Big Bend Hospital Corporation
	8.	 	Big Spring Hospital Corporation
	9.	 	Birmingham Holdings, LLC
	10.	 	Birmingham Holdings II, LLC
	11.	 	Bluefield Holdings, LLC
	12.	 	Bluefield Hospital Company, LLC
	13.	 	Bluffton Health System LLC
	14.	 	Brownsville Hospital Corporation
	15.	 	Brownwood Hospital, L.P.
	16.	 	Brownwood Medical Center, LLC
	17.	 	Carlsbad Medical Center, LLC
	18.	 	Centre Hospital Corporation
	19.	 	CHHS Holdings, LLC
	20.	 	CHS Kentucky Holdings, LLC
	21.	 	CHS Pennsylvania Holdings, LLC
	22.	 	CHS Virginia Holdings, LLC
	23.	 	CHS Washington Holdings, LLC
	24.	 	Claremore Regional Hospital, LLC
	25.	 	Clarksville Holdings, LLC
	26.	 	Cleveland Hospital Corporation
	27.	 	Cleveland Regional Medical Center, L.P.
	28.	 	Cleveland Tennessee Hospital Company, LLC
	29.	 	Clinton Hospital Corporation
	30.	 	Coatesville Hospital Corporation
	31.	 	College Station Hospital, L.P.
	32.	 	College Station Medical Center, LLC
	33.	 	College Station Merger, LLC
	34.	 	Community GP Corp.
	35.	 	Community Health Investment Company, LLC
	36.	 	Community LP Corp.
	37.	 	CP Hospital GP, LLC
	38.	 	CPLP, LLC
	39.	 	Crestwood Hospital, LP, LLC
	40.	 	Crestwood Hospital, LLC
	41.	 	CSMC, LLC
	42.	 	CSRA Holdings, LLC
	43.	 	Deaconess Holdings, LLC
	44.	 	Deaconess Hospital Holdings, LLC




 









 












	45.	 	Deming Hospital Corporation
	46.	 	Desert Hospital Holdings, LLC
	47.	 	Detar Hospital, LLC
	48.	 	DHSC, LLC
	49.	 	DHFW Holdings, LLC
	50.	 	Dukes Health System, LLC
	51.	 	Dyersburg Hospital Corporation
	52.	 	Emporia Hospital Corporation
	53.	 	Evanston Hospital Corporation
	54.	 	Fallbrook Hospital Corporation
	55.	 	Foley Hospital Corporation
	56.	 	Forrest City Arkansas Hospital Company, LLC
	57.	 	Forrest City Clinic Company, LLC
	58.	 	Forrest City Hospital Corporation
	59.	 	Fort Payne Hospital Corporation
	60.	 	Frankfort Health Partner, Inc.
	61.	 	Franklin Hospital Corporation
	62.	 	Gadsden Regional Medical Center, LLC
	63.	 	Galesburg Hospital Corporation
	64.	 	Granbury Hospital Corporation
	65.	 	Granite City Hospital Corporation
	66.	 	Granite City Illinois Hospital Company, LLC
	67.	 	Greenville Hospital Corporation
	68.	 	GRMC Holdings, LLC
	69.	 	Hallmark Healthcare Company, LLC
	70.	 	Hobbs Medco, LLC
	71.	 	Hospital of Barstow, Inc.
	72.	 	Hospital of Fulton, Inc.
	73.	 	Hospital of Louisa, Inc.
	74.	 	Hospital of Morristown, Inc.
	75.	 	Jackson Hospital Corporation (KY)
	76.	 	Jackson Hospital Corporation (TN)
	77.	 	Jourdanton Hospital Corporation
	78.	 	Kay County Hospital Corporation
	79.	 	Kay County Oklahoma Hospital Company, LLC
	80.	 	Kirksville Hospital Company, LLC
	81.	 	Lakeway Hospital Corporation
	82.	 	Lancaster Hospital Corporation
	83.	 	Las Cruces Medical Center, LLC
	84.	 	Lea Regional Hospital, LLC
	85.	 	Lexington Hospital Corporation
	86.	 	Longview Merger, LLC
	87.	 	LRH, LLC
	88.	 	Lutheran Health Network of Indiana, LLC
	89.	 	Marion Hospital Corporation
	90.	 	Martin Hospital Corporation
	91.	 	Massillon Community Health System LLC
	92.	 	Massillon Health System LLC




 









 












	93.	 	Massillon Holdings, LLC
	94.	 	McKenzie Tennessee Hospital Company, LLC
	95.	 	McNairy Hospital Corporation
	96.	 	MCSA, L.L.C.
	97.	 	Medical Center of Brownwood, LLC
	98.	 	Merger Legacy Holdings, LLC
	99.	 	MMC of Nevada, LLC
	100.	 	Moberly Hospital Company, LLC
	101.	 	MWMC Holdings, LLC
	102.	 	National Healthcare of Leesville, Inc.
	103.	 	National Healthcare of Mt. Vernon, Inc.
	104.	 	National Healthcare of Newport, Inc.
	105.	 	Navarro Hospital, L.P.
	106.	 	Navarro Regional, LLC
	107.	 	NC-DSH, LLC
	108.	 	Northampton Hospital Company, LLC
	109.	 	Northwest Hospital, LLC
	 
	110.	 	NOV Holdings, LLC
	 
	111.	 	NRH, LLC
	 
	112.	 	Oak Hill Hospital Corporation
	 
	113.	 	Oro Valley Hospital, LLC
	 
	114.	 	Palmer-Wasilla Health System, LLC
	 
	115.	 	Payson Hospital Corporation
	 
	116.	 	Pennsylvania Hospital Company, LLC
	 
	117.	 	Phillips Hospital Corporation
	 
	118.	 	Phoenixville Hospital Company, LLC
	 
	119.	 	Pottstown Hospital Company, LLC
	 
	120.	 	QHG Georgia Holdings, Inc.
	 
	121.	 	QHG Georgia Holdings II, LLC
	 
	122.	 	QHG Georgia, LP
	 
	123.	 	QHG of Barberton, Inc.
	 
	124.	 	QHG of Bluffton Company, LLC
	 
	125.	 	QHG of Clinton County, Inc.
	 
	126.	 	QHG of Enterprise, Inc.
	 
	127.	 	QHG of Forrest County, Inc.
	 
	128.	 	QHG of Fort Wayne Company, LLC
	 
	129.	 	QHG of Hattiesburg, Inc.
	 
	130.	 	QHG of Massillon, Inc.
	 
	131.	 	QHG of South Carolina, Inc.
	 
	132.	 	QHG of Spartanburg, Inc.
	 
	133.	 	QHG of Springdale, Inc.
	 
	134.	 	QHG of Warsaw Company, LLC
	 
	135.	 	Quorum Health Resources, LLC
	 
	136.	 	Red Bud Hospital Corporation
	 
	137.	 	Red Bud Illinois Hospital Company, LLC
	 
	138.	 	Regional Hospital of Longview, LLC
	 
	139.	 	River Region Medical Corporation
	 
	140.	 	Roswell Hospital Corporation




 









 












	141.	 	Russell County Medical Center, Inc.
	 
	142.	 	Ruston Hospital Corporation
	 
	143.	 	Ruston Louisiana Hospital Company, LLC
	 
	144.	 	SACMC, LLC
	 
	145.	 	Salem Hospital Corporation
	 
	146.	 	San Angelo Community Medical Center, LLC
	 
	147.	 	San Angelo Medical, LLC
	 
	148.	 	San Miguel Hospital Corporation
	 
	149.	 	Shelbyville Hospital Corporation
	 
	150.	 	Siloam Springs Arkansas Hospital Company, LLC
	 
	151.	 	Siloam Springs Holdings, LLC
	 
	152.	 	SouthCrest, L.L.C.
	 
	153.	 	Southern Texas Medical Center, LLC
	 
	154.	 	Spokane Valley Washington Hospital Company, LLC
	 
	155.	 	Spokane Washington Hospital Company, LLC
	 
	156.	 	Tennyson Holdings, LLC
	 
	157.	 	Tooele Hospital Corporation
	 
	158.	 	Triad Healthcare Corporation
	 
	159.	 	Triad Holdings III, LLC
	 
	160.	 	Triad Holdings IV, LLC
	 
	161.	 	Triad Holdings V, LLC
	 
	162.	 	Triad Nevada Holdings, LLC
	 
	163.	 	Triad of Alabama, LLC
	 
	164.	 	Triad of Oregon, LLC
	 
	165.	 	Triad-ARMC, LLC
	 
	166.	 	Triad-Denton Hospital GP, LLC
	 
	167.	 	Triad-Denton Hospital, L.P.
	 
	168.	 	Triad-El Dorado, Inc.
	 
	169.	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 
	170.	 	Triad-South Tulsa Hospital Company, Inc.
	 
	171.	 	VHC Medical, LLC
	 
	172.	 	Vicksburg Healthcare, LLC
	 
	173.	 	Victoria Hospital, LLC
	 
	174.	 	Victoria of Texas, L.P.
	 
	175.	 	Virginia Hospital Company, LLC
	 
	176.	 	Warren Ohio Hospital Company, LLC
	 
	177.	 	Warren Ohio Rehab Hospital Company, LLC
	 
	178.	 	Watsonville Hospital Corporation
	 
	179.	 	Waukegan Hospital Corporation
	 
	180.	 	Waukegan Illinois Hospital Company, LLC
	 
	181.	 	Weatherford Hospital Corporation
	 
	182.	 	Weatherford Texas Hospital Company, LLC
	 
	183.	 	Webb Hospital Corporation
	 
	184.	 	Webb Hospital Holdings, LLC
	 
	185.	 	Wesley Health System, LLC
	 
	186.	 	West Grove Hospital Company, LLC
	 
	187.	 	WHMC, LLC
	 
	188.	 	Wilkes-Barre Behavioral Hospital Company, LLC




 









 






	189.	 	Wilkes-Barre Holdings, LLC
	 
	190.	 	Wilkes-Barre Hospital Company, LLC
	 
	191.	 	Williamston Hospital Corporation
	 
	192.	 	Women & Children’s Hospital, LLC
	 
	193.	 	Woodland Heights Medical Center, LLC
	 
	194.	 	Woodward Health System, LLC
	 
	195.	 	Youngstown Ohio Hospital Company, LLC




 









 











Schedule 1.01(c)

Mortgaged Property




	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	 
	 	 
	DeKalb Regional Medical Center

200 Medical Center Drive

P.O. Box 680778

Fort Payne, AL 35968 (Dekalb)

	 	Fort Payne Hospital Corporation (AL)
	 
	 	 
	Flowers Hospital

4370 West Main Street

Dothan, AL 36305 (Houston)

	 	Triad of Alabama, LLC (DE)
	 
	 	 
	Gadsden Regional Medical Center

1007 Goodyear Avenue

Gadsden, AL 35903 (Etowah)

	 	Gadsden Regional Medical Center, LLC (DE)
	 
	 	 
	Medical Center Enterprise

400 North Edwards St.

Enterprise, AL 36330 (Coffee)

	 	QHG of Enterprise, Inc. (AL)
	 
	 	 
	Northwest Hospital

6200 N. LaCholla Blvd.

Tucson, AZ 85755 (Pima)

	 	Northwest Hospital, LLC (DE)
	 
	 	 
	Northwest Hospital Oro Valley

1551 E. Tangerine Rd.

Oro Valley, AZ 85755 (Pima)

	 	Oro Valley Hospital, LLC (DE)
	 
	 	 
	Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076 (Santa Cruz)

	 	Watsonville Hospital Corporation (DE)
	 
	 	 
	Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401 (Knox)

	 	Galesburg Hospital Corporation (IL)
	 
	 	 
	Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040 (Madison)

	 	Granite City Illinois Hospital Company, LLC (IL)
	 
	 	 
	Heartland Regional Medical Center

3333 West DeYoung

Marion, IL 62959 (Williamson)

	 	Marion Hospital Corporation (IL)
	 
	 	 
	Vista Medical Center (includes East and West)

1324 N. Sheridan Road

Waukegan, IL 60085 (Lake)

	 	Waukegan Illinois Hospital Company, LLC (IL)
	 
	 	 
	Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714 (Wells)

	 	Bluffton Health System, LLC (DE)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	 
	 	 
	Dukes Memorial Hospital

275 W. 12th Street

Peru, IN 46970 (Miami)

	 	Dukes Health System, LLC (DE)
	 
	 	 
	Women and Children’s Hospital

4200 Nelson Road

Lake Charles, LA 70605 (Calcasieu)

	 	Women and Children’s Hospital, LLC (DE)
	 
	 	 
	River Region Health System

2100 Highway 61 North/1111 N.

Frontage Road

Vicksburg, MS 39183 (Warren)

	 	Vicksburg Healthcare, LLC (DE)
	 
	 	 
	Wesley Medical Center

5001 Hardy Street

Hattiesburg, MS 39402 (Lamar)

	 	Wesley Health System, Inc. (DE)
	 
	 	 
	Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270 (Randolph)

	 	Moberly Hospital Company, LLC (DE)
	 
	 	 
	Mesa View Regional Hospital

1299 Bertha Howe Avenue

Mesquite, NV 89027 (Clark)

	 	MMC of Nevada, LLC (DE)
	 
	 	 
	The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079 (Salem)

	 	Salem Hospital Corporation (NJ)
	 
	 	 
	Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701 (San Miguel)

	 	San Miguel Hospital Corporation (NM)
	 
	 	 
	Carlsbad Medical Center


2430 West Pierce

Carlsbad, NM 88220 (Eddy)

	 	Carlsbad Medical Center, LLC (DE)
	 
	 	 
	Eastern New Mexico Medical Center


405 West Country Club Road

Roswell, NM 88201 (Chaves)

	 	Roswell Hospital Corporation (NM)
	 
	 	 
	Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240 (Lea)

	 	Lea Regional Hospital, LLC (DE)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	 
	 	 
	MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011 (Dona Ana)

	 	Las Cruces Medical Center, LLC (DE)
	 
	 	 
	Affinity Medical Center1
875 Eighth Street NE

Massillon, OH 44646 (Stark)

	 	DHSC, LLC (DE)
	 
	 	 
	Hillside Rehabilitation Hospital2
8747 Squires Lane NE

Warren, OH 44484 (Trumbull)

	 	Warren Ohio Rehab Hospital Company, LLC (DE)
	 
	 	 
	Northside Medical Center3
500 Gypsy Lane

Youngstown, OH 44501 (Trumbull and Mahoning)

	 	Youngstown Ohio Hospital Company, LLC (DE)
	 
	 	 
	Trumbull Memorial Hospital4
1350 East Market Street

Warren, OH 44482 (Trumbull)

	 	Warren Ohio Hospital Company, LLC (DE)
	 
	 	 
	Claremore Regional Hospital

1202 N. Muskogee Place

Claremore, OK 74017 (Rogers)

	 	Claremore Regional Hospital, LLC (DE)
	 
	 	 
	Ponca City Medical Center

1900 North 14th Street

Ponca City, OK 74601 (Kay)

	 	Kay County Oklahoma Hospital Company, LLC (OK)
	 
	 	 
	SouthCrest Hospital

8801 South 101st East Ave.

Tulsa, OK 74133 (Tulsa)

	 	SouthCrest, L.L.C. (DE)
	 
	 	 
	Berwick Hospital Center

701 East 16th Street

Berwick, PA 18603 (Columbia)

	 	Berwick Hospital Company, LLC (DE)
	 
	 	 
	Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320 (Chester)

	 	Coatesville Hospital Corporation (PA)
	 
	 	 
	Easton Hospital

250 South 21st Street

Easton, PA 18042-3892 (Northampton)

	 	Northampton Hospital Company, LLC (DE)








 




			
	1	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	2	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	3	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	4	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.




 









 










	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	 
	 	 
	Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA 19390 (Chester)

	 	West Grove Hospital Company, LLC (DE)
	 
	 	 
	Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699 (Washington)

	 	Clinton Hospital Corporation (PA)
	 
	 	 
	Phoenixville Hospital

140 Nutt Road

Phoenixville, PA 19460 (Chester)

	 	Phoenixville Hospital Company, LLC (DE)
	 
	 	 
	Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464 (Montgomery)

	 	Pottstown Hospital Company, LLC (DE)
	 
	 	 
	Wilkes-Barre General Hospital

575 North River Street 

Wilkes-Barre, PA 18764 (Luzerne and Wyoming)

	 	Wilkes-Barre Hospital Company, LLC (DE)

Wilkes-Barre Behavioral Hospital Company, LLC

(DE)
	 
	 	 
	Carolinas Hospital System

805 Pamplico Highway

Florence, SC 29505 (Florence)

	 	QHG of South Carolina, Inc. (SC)
	 
	 	 
	Marion Regional Hospital

2829 East Highway 76

Mullins, SC 29574 (Marion and Horry)

	 	QHG of South Carolina, Inc. (SC)
	 
	 	 
	Springs Memorial Hospital

800 W. Meeting Street

Lancaster, SC 29720 (Lancaster)

	 	Lancaster Hospital Corporation (DE)
	 
	 	 
	Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024 (Dyer)

	 	Dyersburg Hospital Corporation (TN)
	 
	 	 
	Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814 (Hamblen)

	 	Hospital of Morristown, Inc. (TN)
	 
	 	 
	SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320 (Bradley)

	 	National Healthcare of Cleveland, Inc. (TN)
	 
	 	 
	Volunteer Community Hospital

161 Mt. Pelia Road

Martin, TN 38237 (Weakley)

	 	Martin Hospital Corporation (TN)
	 
	 	 
	College Station Medical Center

1604 Rock Prairie

College Station, TX 77845 (Brazos)

	 	College Station Hospital, L.P. (DE)
	 
	 	 
	DeTar Hospital Navarro

506 E. San Antonio Street

Victoria, TX 77901 (Victoria)

	 	Victoria of Texas, L.P. (DE)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	 
	 	 
	DeTar Hospital North

101 Medical Drive

Victoria, TX 77904 (Victoria)

	 	Victoria of Texas, L.P. (DE)
	 
	 	 
	Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720 (Howard)

	 	Big Spring Hospital Corporation (TX)
	 
	 	 
	South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026 (Atascosa)

	 	Jourdanton Hospital Corporation (TX)
	 
	 	 
	Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794 (Tooele)

	 	Tooele Hospital Corporation (UT)
	 
	 	 
	Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847 (Greensville)

	 	Emporia Hospital Corporation (VA)
	 
	 	 
	Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851 (Southampton)

	 	Franklin Hospital Corporation (VA)
	 
	 	 
	Deaconess Medical Center

800 West Fifth Avenue

Spokane, WA 99204 (Spokane)

	 	Spokane Washington Hospital Company, LLC (DE)
	 
	 	 
	Valley Hospital and Medical Center

12606 East Mission

Spokane Valley, WA 99216 (Spokane)

	 	Spokane Valley Washington Hospital Company (DE)
	 
	 	 
	Bluefield Regional Medical Center

500 Cherry Street

Bluefield, WV 24701 (Mercer)

	 	Bluefield Hospital Company, LLC (DE)
	 
	 	 
	Northwest Medical Center of Benton County5
3000 Medical Center Pkwy.

Bentonville, AR 72712 (Benton)

	 	QHG of Springdale, Inc. (AR)
	 
	 	 
	Regional Hospital of Jackson6
367 Hospital Blvd.

Jackson, TN 38305 (Madison)

	 	Jackson, Tennessee Hospital Company, LLC (TN)
	 
	 	 
	Greenbrier Valley Medical Center7
202 Maplewood Avenue

Ronceverte, WV 24970 (Greenbrier)

	 	Greenbrier VMC, LLC (DE)








 




			
	5	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.
	 
	6	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.




 









 









			
	7	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.






 











 





Schedule 1.01(d)

Hospitals




Abilene, Texas

Abilene Regional Medical Center

6250 Highway 83/84

Abilene, TX 79606

(Taylor)

ARMC, L.P.(DE)



Massillon, Ohio

Affinity Medical Center

875 Eighth Street, N.E.

(P.O. Box 805)

Massillon, OH 44648

(Stark)

DHSC, LLC (DE)




Las Vegas, New Mexico

Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701

(San Miguel)

San Miguel Hospital Corporation (NM)




Barstow, California

Barstow Community Hospital

555 South 7th Street

Barstow, CA 92311

(San Bernadino)

Hospital of Barstow, Inc. (DE)




Berwick, Pennsylvania

Berwick Hospital Center

701 East 16th Street

Berwick, PA 18603

(Columbia)

Berwick Hospital Company, LLC (DE)




Alpine, Texas

Big Bend Regional Medical Center

2600 Highway 118 North

Alpine, TX 79830

(Brewster)

Big Bend Hospital Corporation (TX)




Bluefield, West Virginia

Bluefield Regional Medical Center

500 Cherry St.

Bluefield, WV 24701

(Mercer)

Bluefield Hospital Company, LLC




Bluffton, Indiana

Bluffton Regional Medical Center

303 S. Main Street

Bluffton, IN 46714

(Wells)

Bluffton Health System, LLC (DE)




Coatesville, Pennsylvania

Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320

(Chester)

Coatesville Hospital Corporation (PA)




Brownwood, Texas

Brownwood Regional Medical Center

1501 Burnet Drive

(P.O. Box 760 / zip 76804)

Brownwood, TX 76801

(Brown)

Brownwood Hospital L.P. (DE)




Leesville, Louisiana

Byrd Regional Hospital

1020 Fertitta Blvd.

Leesville, LA 71446

(Vernon Parish)

National Healthcare of Leesville, Inc. (DE)




Carlsbad, New Mexico

Carlsbad Medical Center

2430 W. Pierce

Carlsbad, NM 88220

(Eddy)

Carlsbad Medical Center, LLC (DE)




 









 





Florence, South Carolina

Carolinas Hospital System

805 Pamplico Hwy

Florence, SC 29505

(Florence)

QHG of South Carolina, Inc (SC)




Cedar Park, Texas

Cedar Park Regional Medical Center

1401 Medical Parkway

Cedar Park, TX 78613

(Williamson)

Cedar Park Health System, L.P. (DE)




Centre, Alabama

Cherokee Medical Center

400 Northwood Drive

Centre, AL 35960

(Centre)

Centre Hospital Corporation (AL)




Cheraw, South Carolina

Chesterfield General Hospital

Highway 9 West (P.O. Box 151)

Cheraw, SC 29520

(Chesterfield)

Chesterfield/Marlboro, L.P. (DE)




Philadelphia, Pennsylvania

Chestnut Hill Hospital

8835 Germantown Avenue

Philadelphia, PA 19118

(Montgomery)

CHHS Hospital Company, LLC (DE)




Claremore, Oklahoma

Claremore Regional Hospital

1202 N. Muskogee Place

Claremore, OK 74017

(Rogers)

Claremore Regional Hospital, LLC (DE)




Cleveland, Texas

Cleveland Regional Medical Center

300 E. Crockett

Cleveland, TX 77327

(Liberty)

Cleveland Regional Medical Center, L.P. (DE)




College Station, Texas

College Station Medical Center

(P.O. Box 10000 / zip 77842)

College Station, TX 77845

(Brazos)

College Station Hospital, LP (DE)




Huntsville, Alabama

Crestwood Medical Center

One Hospital Drive SW

Huntsville, AL 35801

(Madison)

Crestwood Healthcare, L.P. (DE)




Mt. Vernon, Illinois

Crossroads Community Hospital

#8 Doctor’s Park Road

Mt. Vernon, IL 62864

(Jefferson)

National Healthcare of Mt. Vernon, Inc. (DE)




Oklahoma City, Oklahoma

Deaconess Hospital

5501 N. Portland Avenue

Oklahoma City, OK 73112-2099

(Oklahoma)

Deaconess Health System, LLC (DE)




Spokane, Washington

Deaconess Medical Center

800 W. 5th Avenue

Spokane, WA 99204

(Spokane)

Spokane Washington Hospital Company, LLC (DE)




Fort Payne, Alabama

DeKalb Regional Medical Center

200 Medical Center Drive

P. O. Box 680778

Fort Payne, AL 35968

(DeKalb)

Fort Payne Hospital Corporation (AL)




Victoria, Texas

DeTar Hospital North

101 Medical Drive

Victoria, TX 77904

(Victoria)

Victoria of Texas, L.P. (DE)




 









 





Victoria, Texas

DeTar Hospital Navarro

506 E. San Antonio Street

Victoria, TX 77901

(Victoria)

Victoria of Texas, L.P. (DE)




Peru, Indiana

Dukes Memorial Hospital

275 West 12th Street

Peru, IN 46970-1698

(Miami)

Dukes Health System, LLC (DE)




Fort Wayne, Indiana

Dupont Hospital

2520 E. Dupont Road

Fort Wayne, IN 46825

(Allen)

Dupont Hospital, LLC (DE)




Dyersburg, Tennessee

Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024

(Dyer)

Dyersburg Hospital Corporation (TN)




Roswell, New Mexico

Eastern New Mexico Medical Center

405 West Country Club Road

Roswell, NM 88201

(Chaves)

Roswell Hospital Corporation (NM)




Easton, Pennsylvania

Easton Hospital

250 South 21st Street

Easton, PA 18042-3892

(Northampton)

Northampton Hospital Company, LLC (DE)




Evanston, Wyoming

Evanston Regional Hospital

190 Arrowhead Drive

Evanston, WY 82930

(Uinta)

Evanston Hospital Corporation (WY)




Fallbrook, California

Fallbrook Hospital

624 East Elder

Fallbrook, CA 92028

(San Diego)

Fallbrook Hospital Corporation (DE)




Blue Ridge, Georgia

Fannin Regional Hospital

2855 Old Highway 5, North

Blue Ridge, GA 30513

(Fannin)

Blue Ridge Georgia Hospital Company, LLC (DE)




Dothan, Alabama

Flowers Hospital

4370 West Main Street

Dothan, AL 36305

(Houston)

Triad of Alabama, LLC (DE)




Forrest City, Arkansas

Forrest City Medical Center

1601 Newcastle Road

Forrest City, AR 72336

(Saint Francis)

Forrest City Arkansas Hospital Company, LLC (AR)




Gadsden, Alabama

Gadsden Regional Medical Center

1007 Goodyear Avenue

Gadsden, AL 35903

(Etowah)

Gadsden Regional Medical Center, LLC (DE)




Galesburg, Illinois

Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401

(Knox)

Galesburg Hospital Corporation (IL)




Clarksville, Tennessee

Gateway Medical Center

651 Dunlop Lane

PO Box 31629

Clarksville, TN 37040

(Montgomery)

Clarksville Health System, G.P. (DE)




 









 





Granite City, Illinois

Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040

(Madison)

Granite City Illinois Hospital Company, LLC (IL)




Ronceverte, West Virginia

Greenbrier Valley Medical Center

202 Maplewood Avenue

(P.O. Box 497)

Ronceverte, WV 24970

(Greenbrier)

Greenbrier VMC, LLC (DE)




Newport, Arkansas

Harris Hospital

1205 McLain

Newport, AR 72112

(Jackson)

National Healthcare of Newport, Inc. (DE)




Brownsville, Tennessee

Haywood Park Community Hospital

2545 N. Washington Ave.

Brownsville, TN 38012

(Haywood)

Brownsville Hospital Corporation (TN)




Marion, Illinois

Heartland Regional Medical Center

3333 West DeYoung

Marion, IL 62959

(Williamson)

Marion Hospital Corporation (IL)




Helena, Arkansas

Helena Regional Medical Center

1801 Martin Luther King Drive / PO Box 788

Helena , AR 72342

(Phillips)

Phillips Hospital Corporation (AR)




Lexington, Tennessee

Henderson County Community Hospital

200 West Church St.

Lexington, TN 38351

(Henderson)

Lexington Hospital Corporation (TN)




Shelbyville, Tennessee

Heritage Medical Center

2835 Hwy. 23IN

Shelbyville, TN 37160

(Bedford)

Shelbyville Hospital Corporation (TN)




Hillsboro, Texas

Hill Regional Hospital

101 Circle Drive

Hillsboro, TX 76645

(Hill)

NHCI of Hillsboro, Inc. (TX)




West Grove, Pennsylvania

Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA. 19390

(Chester)

West Grove Hospital Company, LLC (DE)




Jackson, Kentucky

Kentucky River Medical Center

540 Jetts Drive

Jackson, KY 41339

Breathitt)

Jackson Hospital Corporation (KY)




Warsaw, Indiana

Kosciusko Community Hospital

2101 East DuBois Drive

Warsaw, IN 46580

(Kosciusko)

Warsaw Health System, LLC (DE)




Greenville, Alabama

L.V. Stabler Memorial Hospital

29 L.V. Stabler Drive

Greenville, AL 36037

(Butler)

Greenville Hospital Corporation (AL)




Granbury, Texas

Lake Granbury Medical Center

1310 Paluxy Road

Granbury, TX 76048

(Hood)

Granbury Hospital Corporation (TX)




 









 





Lake Wales, Florida

Lake Wales Medical Center

410 South 11th Street

Lake Wales, FL 33853

(Polk)

Lake Wales Hospital Corporation (FL)




Morristown, Tennessee

Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814

(Hamblen)

Hospital of Morristown, Inc. (TN)




Laredo, Texas

Laredo Medical Center

1700 East Saunders

Laredo, TX 78041

(Webb)

Laredo Texas Hospital Company, L.P. (TX)




Hobbs, New Mexico

Lea Regional Medical Center

5419 N. Lovington Hwy

(P.O. Box 3000)

Hobbs, NM 88240

(Lea)

Lea Regional Hospital, LLC (DE)




Lock Haven, Pennsylvania

Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699

(Washington)

Clinton Hospital Corporation (PA)




Longview, Texas

Longview Regional Medical Center

2901 N. Fourth Street

(P.O. Box 14000 / zip 75607)

Longview, TX 75605

(Gregg)

Longview Medical Center, L.P. (DE)




Fort Wayne, Indiana

Lutheran Hospital

7950 W. Jefferson Blvd.

Fort Wayne, IN 46804

(Allen)

IOM Health System, L.P. (IN)




McKenzie, Tennessee

McKenzie Regional Hospital

161 Hospital Dr.

McKenzie, TN 38201

(Carroll)

McKenzie Tennessee Hospital Company, LLC (DE)




Springfield, Oregon

McKenzie-Willamette Medical Center

1460 G Street

Springfield, OR 97477

(Lane)

McKenzie-Willamette Regional Medical

Center Associates, LLC (DE)




Selmer, Tennessee

McNairy Regional Hospital

705 Poplar Ave.

Selmer, TN 38375

(McNairy)

McNairy Hospital Corporation (TN)




Mullins, SC

Marion Regional Hospital

2829 East Hwy 76

Mullins, SC 29574

(Marion)

QHG of South Carolina, Inc (SC)




Bennettsville, South Carolina

Marlboro Park Hospital

1138 Cheraw Hwy (P.O. Box 738)

Bennettsville, SC 29512

(Marlboro)

Chesterfield/Marlboro, L.P. (DE)




Williamston, North Carolina

Martin General Hospital

310 S. McCaskey Road

Williamston, NC 27892

(Martin)

Williamston Hospital Corporation (NC)




Spartanburg, South Carolina

Mary Black Health System

1700 Skylyn Drive

Spartanburg, SC 29307

(Spartanburg)

Mary Black Health System, LLC (DE)




 









 





Palmer, Alaska

Mat-Su Regional Medical Center

2500 S. Woodworth Loop (P.O. Box 1687)

Palmer, AK 99645

(Matanuska-Susitna Borough)

Mat-Su Valley Medical Center, LLC (AK)




Enterprise, Alabama

Medical Center Enterprise

400 North Edwards Street

Enterprise, AL 36330

(Coffee)

QHG of Enterprise, Inc. (AL)




El Dorado, Arkansas

Medical Center of South Arkansas

700 W. Grove Street

El Dorado, AR 71730

(Union)

MCSA, LLC (AR)




Salem, New Jersey

The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079

(Salem)

Salem Hospital Corporation (NJ)




Mesquite, Nevada

Mesa View Regional Hospital

1299 Bertha Howe Avenue

(P.O. Box 3540 / zip 89024-3540)

Mesquite, NV 89027

(Clark)

MMC of Nevada, LLC (DE)




Deming, New Mexico

Mimbres Memorial Hospital

900 W. Ash Street

Deming, NM 88030

(Luna)

Deming Hospital Corporation (NM)




Moberly, Missouri

Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270

(Randolph)

Moberly Hospital Company, LLC (DE)




Tooele, Utah

Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794

(Tooele)

Tooele Hospital Corporation (UT)




Las Cruces, New Mexico

MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011

(Dona Ana)

Las Cruces Medical Center, LLC (DE)




Corsicana, Texas

Navarro Regional Hospital

3201 W. Highway 22

Corsicana, TX 75110

(Navarro)

Navarro Hospital, L.P. (DE)




Crestview, Florida

North Okaloosa Medical Center

151 Redstone Avenue, S.E.

Crestview, FL 32539-6026

(Okaloosa)

Crestview Hospital Corporation (FL)




Kirksville, Missouri

Northeast Regional Medical Center

315 S. Osteopathy

Kirksville, MO 63501

(Adair)

Kirksville Missouri Hospital Co., LLC (MO)




Ruston, Louisiana

Northern Louisiana Medical Center

401 East Vaughn Avenue

Ruston, LA 71270

(Lincoln Parish)

Ruston Louisiana Hospital Company, LLC (DE)




Youngstown, Ohio

Northside Medical Center

500 Gypsy Lane

Youngstown, OH

(Mahoning)

Youngstown Ohio Hospital Company, LLC




 









 





Tucson, Arizona

Northwest Medical Center

6200 N. LaCholla Blvd.

Tucson, AZ 85741

(Pima)

Northwest Hospital, LLC (DE)




Bentonville, Arkansas

Northwest Medical Center — Bentonville

3000 Medical Center Pkwy.

Bentonville, AR 72712

(Benton)

Northwest Arkansas Hospitals, LLC (DE)




Springdale, Arkansas

Northwest Medical Center — Springdale

609 W. Maple

Springdale, AR 72764

(Washington and Benton)

Northwest Arkansas Hospitals, LLC (DE)




Oro Valley, Arizona

Oro Valley Hospital

1551 E. Tangerine Road

Oro Valley, AZ 85755

(Pima)

Oro Valley Hospital, LLC (DE)




Fort Wayne, IN

The Orthopedic Hospital of Lutheran Health Network

700 Broadway

Fort Wayne, IN 46802

(Allen)

Lutheran Musculoskeletal Center, LLC (DE)




Fulton, Kentucky

Parkway Regional Hospital

2000 Holiday Lane (P.O. Box 866)

Fulton, KY 42041

(Fulton)

Hospital of Fulton, Inc. (KY)




Payson, Arizona

Payson Regional Medical Center

807 South Ponderosa

Payson, AZ 85541

(Gila)

Payson Hospital Corporation (AZ)




Phoenixville, Pennsylvania

Phoenixville Hospital

140 Nutt Road

Phoenixville, PA 19460

(Chester)

Phoenixville Hospital Company, LLC (DE)




Oak Hill, West Virginia

Plateau Medical Center

430 Main Street

Oak Hill, WV 25901

(Fayette)

Oak Hill Hospital Corporation (WV)




Ponca City, Oklahoma

Ponca City Medical Center

1900 North 14th Street

Ponca City, OK 74601

(Kay and Osage)

Kay County Oklahoma Hospital Company, LLC (OK)




Valparaiso, Indiana

Porter

814 LaPorte Avenue

Valparaiso, IN 46383

(Porter)

Porter Hospital, LLC (DE)




Pottstown, Pennsylvania

Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464

(Montgomery)

Pottstown Hospital Company, LLC (DE)




Red Bud, Illinois

Red Bud Regional Hospital

325 Spring Street

Red Bud, IL 62278

(Randolph)

Red Bud Illinois Hospital Company, LLC (IL)




Jackson, Tennessee

Regional Hospital of Jackson

367 Hospital Blvd.

Jackson, TN 38305

(Madison)

Jackson, Tennessee Hospital Company, LLC (TN)




 









 





Vicksburg, Mississippi

River Region Health System

2100 Highway 61 North

Vicksburg, MS 39183

(Warren)

Vicksburg Healthcare, LLC (DE)




San Angelo, Texas

San Angelo Community Medical Center

3501 Knickerbocker Road

San Angelo, TX 76904

(Tom Green)

San Angelo Hospital, L.P. (DE)




Big Spring, Texas

Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720

(Howard)

Big Spring Hospital Corporation (TX)




Siloam Springs, AR

Siloam Springs Memorial Hospital

205 E. Jefferson Street

Siloam Springs, AR 72761

(Benton)

Siloam Springs Arkansas Hospital Company, LLC (DE)




Cleveland, Tennessee

SkyRidge Medical Center

2305 Chambliss Avenue

Cleveland, TN 37311

(Bradley)

Cleveland Tennessee Hospital Company, LLC (DE)




Foley, Alabama

South Baldwin Regional Medical Center

1613 North McKenzie Street

Foley, AL 36535

(Baldwin)

Foley Hospital Corporation (AL)




Jourdanton, Texas

South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026

(Atascosa)

Jourdanton Hospital Corporation (TX)




Franklin, Virginia

Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851

(Franklin)

Franklin Hospital Corporation (VA)




Tulsa, Oklahoma

SouthCrest Hospital

8801 S. 101st East Avenue

Tulsa, OK 74133

(Tulsa)

SouthCrest, LLC (OK)




Emporia, Virginia

Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847

(Emporia)

Emporia Hospital Corporation (VA)




Petersburg, Virginia

Southside Regional Medical Center

200 Medical Park Blvd.

Petersburg, VA 23805

(Petersburg)

Petersburg Hospital Company, LLC (VA)




Lancaster, South Carolina

Springs Memorial Hospital

800 W. Meeting Street

Lancaster, SC 29720

(Lancaster)

Lancaster Hospital Corporation (DE)




Fort Wayne, Indiana

St. Joseph Hospital

700 Broadway

Fort Wayne, IN 46802

(Allen)

St. Joseph Health System, LLC (DE)




Sunbury, Pennsylvania

Sunbury Community Hospital

350 N. Eleventh Street (P. O. Box 737)

Sunbury, PA 17801

(Northumberland)

Sunbury Hospital Company, LLC (DE)




 









 





Louisa, Kentucky

Three Rivers Medical Center

2483 Highway 644 (P.O. Box 769)

Louisa, KY 41230

(Lawrence)

Hospital of Louisa, Inc. (KY)




Augusta, Georgia

Trinity Hospital of Augusta

2260 Wrightsboro Road

Augusta, GA 30904

(Richmond)

Augusta Hospital, LLC (DE)




Birmingham, Alabama

Trinity Medical Center

800 Montclair Road

Birmingham, AL 35213

(Jefferson)

Affinity Hospital, LLC (DE)




Warren, Ohio

Trumbull Memorial Hospital

1350 E. Market St.

Warren, OH

(Trumbull)

Warren Ohio Hospital Company, LLC




Spokane Valley, Washington

Valley Hospital and Medical Center

12606 East Mission Avenue

Spokane Valley, WA 99216

(Spokane)

Spokane Valley Washington Hospital Company, LLC (DE)




Waukegan, Illinois

Vista Medical Center

1324 N. Sheridan Road

Waukegan, IL 60085

(Lake County)

Waukegan Illinois Hospital Company, LLC (IL)




Martin, Tennessee

Volunteer Community Hospital

161 Mt. Pelia Road

Martin, TN 38237

(Weakley)

Martin Hospital Corporation (TN)




Watsonville, California

Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076

(Santa Cruz)

Watsonville Hospital Corporation (DE)




Weatherford, Texas

Weatherford Regional Medical Center

713 E. Anderson Street

Weatherford, TX 76086

(Parker)

Weatherford Texas Hospital Company, LLC (TX)




Hattiesburg, Mississippi

Wesley Medical Center

5001 Hardy Street

Hattiesburg, MS 39402

(Forrest)

Wesley Health System, LLC (DE)




Bullhead City, Arizona

Western Arizona Regional Medical Center

2735 Silver Creek Road

Bullhead City, AZ 86442

(Mohave)

Bullhead City Hospital Corporation (AZ)




Johnson, Arkansas

Willow Creek Women’s Hospital

4301 Greathouse Springs Rd.

(P.O. Box 544)

Johnson, AR 72741

(Washington)

Northwest Arkansas Hospitals, LLC (DE)




Wilkes — Barre, Pennsylvania

Wilkes-Barre General Hospital

575 North River Street

Wilkes-Barre, PA 18764-0001

(Luzerne)

Wilkes-Barre Hospital Company, LLC (DE)




Lake Charles, Louisiana

Women & Children’s Hospital

4200 Nelson Road

Lake Charles, LA 70605

(Calcasieu)

Women & Children’s Hospital, LLC (DE)




 









 





Lufkin, Texas

Woodland Heights Medical Center

505 S. John Redditt Drive

(P.O. Box 150610 / zip 75915)

Lufkin, TX 75904

(Angelina)

Piney Woods Healthcare System, L.P. (DE)




Woodward, Oklahoma

Woodward Regional Hospital

900 17th Street

Woodward, OK 73801

(Woodward)

Woodward Health System, LLC (DE)





 











 





Schedule 1.01(e)

Certain Permitted Joint Ventures



1. Cleveland Regional Medical Center, L.P. (Cleveland, TX)



2. Sunbury Hospital Corporation (Sunbury, PA)





 









 








Schedule 1.01(f)

Certain Subsidiaries



None.





 









 








Schedule 2.01

Lenders and Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Term Loan	 	 	Delayed Draw	 	 	Total Lender	 
	Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Commitment	 
	Credit Suisse
	 	$	52,500,000	 	 	$	2,526,569,800	 	 	$	162,768,000	 	 	$	2,741,837,800	 
	Wachovia
	 	 	52,500,000	 	 	 	1,676,851,200	 	 	 	110,592,000	 	 	 	1,839,943,200	 
	Merrill Lynch & Co.
	 	 	45,000,000	 	 	 	242,600,000	 	 	 	16,000,000	 	 	 	303,600,000	 
	JP Morgan
	 	 	45,000,000	 	 	 	242,600,000	 	 	 	16,000,000	 	 	 	303,600,000	 
	Citicorp N.A. Inc.
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	GE Healthcare
Financial Services
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Goldman Sachs
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Sun Trust
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Key Bank, N.A.
	 	 	25,000,000	 	 	 	92,000,000	 	 	 	8,000,000	 	 	 	125,000,000	 
	Calyon
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Bank of Nova Scotia
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	UBS
	 	 	25,000,000	 	 	 	92,000,000	 	 	 	8,000,000	 	 	 	125,000,000	 
	National City
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Fifth/Third Bank
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Barclays Capital
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	ABN AMRO/LaSalle Bank
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Sovereign Bank
	 	 	40,000,000	 	 	 	0	 	 	 	0	 	 	 	40,000,000	 
	Wells Fargo Foothill
	 	 	25,000,000	 	 	 	0	 	 	 	0	 	 	 	25,000,000	 
	Mizuho Corporate
Bank, Ltd
	 	 	25,000,000	 	 	 	0	 	 	 	0	 	 	 	25,000,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Term Loan	 	 	Delayed Draw	 	 	Total Lender	 
	Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Commitment	 
	United Overseas Bank
	 	 	20,000,000	 	 	 	0	 	 	 	0	 	 	 	20,000,000	 
	Bank of Oklahoma
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Bayern LB
(Bayerische
Landesbank)
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Carolina First
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Raymond James Bank
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Regions Bank/AmSouth
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Commerzbank
	 	 	8,500,000	 	 	 	0	 	 	 	0	 	 	 	8,500,000	 
	FirstBank
	 	 	7,500,000	 	 	 	0	 	 	 	0	 	 	 	7,500,000	 
	Bank of Nashville
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	Siemens
Financial Services Inc.
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	State Bank of India
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	Banco Espirito Santo
	 	 	4,000,000	 	 	 	0	 	 	 	0	 	 	 	4,000,000	 
	TOTAL COMMITMENT
	 	$	750,000,000	 	 	$	6,065,000,000	 	 	$	400,000,000	 	 	$	7,215,000,000	 







 












 





Schedule 3.08

Subsidiaries




	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	5300 Grand Limited Partnership
	 	 	69	%
	Abilene Hospital, LLC
	 	 	100	%
	Abilene Merger, LLC
	 	 	100	%
	Affinity Health Systems, LLC
	 	 	99.5	%
	Affinity Hospital, LLC
	 	 	99.5	%
	Affinity Orthopedic Services, LLC
	 	 	100	%
	Affinity Physician Services, LLC
	 	 	100	%
	Affinity Skilled Nursing, LLC
	 	 	100	%
	Aiken Home Care Services, LLC
	 	 	100	%
	Alaska Physicians Services, LLC
	 	 	100	%
	Alice Hospital, LLC
	 	 	100	%
	Alice Surgeons, LLC
	 	 	100	%
	Ambulance Services of Dyersburg, Inc.
	 	 	100	%
	Ambulance Services of Forrest City, LLC
	 	 	100	%
	Ambulance Services of Lexington, Inc.
	 	 	100	%
	Ambulance Services of McKenzie, Inc.
	 	 	100	%
	Ambulance Services of McNairy, Inc.
	 	 	100	%
	Ambulance Services of Tooele, LLC
	 	 	100	%
	American Health Facilities Development, LLC
	 	 	100	%
	Anesthesiology Group of Hattiesburg, LLC
	 	 	100	%
	Angelo Community Healthcare Services, Inc.
	 	 	100	%
	Anna Clinic Corp.
	 	 	100	%
	Anna Home Care Services, LLC
	 	 	100	%
	Anna Hospital Corporation
	 	 	100	%
	APS Medical, LLC
	 	 	100	%
	Arizona ASC Management, Inc.
	 	 	100	%
	Arizona DH, LLC
	 	 	100	%
	Arizona Medco, LLC
	 	 	100	%
	ARMC, L.P.
	 	 	87.562	%
	Arusha LLC
	 	 	67.50	%
	Augusta Health System, LLC
	 	 	65.52	%
	Augusta Home Care Services, LLC
	 	 	100	%
	Augusta Hospital, LLC
	 	 	65.52	%
	Augusta Physician Services, LLC
	 	 	100	%
	Barberton Health System, LLC
	 	 	100	%
	Barberton Physician Services, LLC
	 	 	100	%
	Barstow Healthcare Management, Inc.
	 	 	100	%
	Beauco, LLC
	 	 	100	%
	Beaumont Medical Center, L.P.
	 	 	100	%
	Beaumont Regional, LLC
	 	 	100	%
	Berwick Clinic Company, LLC
	 	 	100	%
	Berwick Clinic Corp.
	 	 	100	%
	Berwick Home Care Services, LLC
	 	 	100	%
	Berwick Home Health Private Care, Inc.
	 	 	100	%
	Berwick Hospital Company, LLC
	 	 	100	%
	BH Trans Company, LLC
	 	 	100	%
	Big Bend Home Care Services, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Big Bend Hospital Corporation
	 	 	100	%
	Big Spring Hospital Corporation
	 	 	100	%
	Birmingham Holdings, LLC
	 	 	100	%
	Birmingham Holdings II, LLC
	 	 	100	%
	Bluefield Clinic Company, LLC
	 	 	100	%
	Bluefield HBP Medical Group, LLC
	 	 	100	%
	Bluefield Holdings, LLC
	 	 	100	%
	Bluefield Hospital Company, LLC
	 	 	100	%
	Blue Ridge Georgia Hospital Company, LLC
	 	 	98.21	%
	Bluffton Health System, LLC
	 	 	100	%
	Bluffton Physician Services, LLC
	 	 	100	%
	Brandywine Hospital Malpractice Assistance Fund, Inc.
	 	 	100	%
	Broken Arrow Medical Group, LLC
	 	 	100	%
	Brooklyn Medical Associates, LLC
	 	 	100	%
	Brownsville Clinic Corp.
	 	 	100	%
	Brownsville Hospital Corporation
	 	 	100	%
	Brownwood Hospital, L.P.
	 	 	100	%
	Brownwood Medical Center, LLC
	 	 	100	%
	Bullhead City Clinic Corp.
	 	 	100	%
	Bullhead City Hospital Corporation
	 	 	98.89	%
	Bullhead City Hospital Investment Corporation
	 	 	98.89	$
	Bullhead City Imaging Corporation
	 	 	100	%
	Byrd Medical Clinic, Inc.
	 	 	100	%
	Cardiology Associates of Spokane, LLC
	 	 	100	%
	Cardiology Associates of Tri-cities, LLC
	 	 	100	%
	Carlsbad Medical Center, LLC
	 	 	100	%
	Carolina Surgery Center, LLC
	 	 	52.27	%
	Carolinas Medical Alliance, Inc.
	 	 	100	%
	Carolinas OB/GYN Medical Group, LLC
	 	 	100	%
	Cedar Park Health System, L.P.
	 	 	80	%
	Center for Adult Healthcare, LLC
	 	 	100	%
	Central Alabama Physician Services, Inc.
	 	 	100	%
	Centre Clinic Corp.
	 	 	100	%
	Centre Home Care Corporation
	 	 	100	%
	Centre Hospital Corporation
	 	 	100	%
	Centre RHC Corp.
	 	 	100	%
	Chesterfield Clinic Corp.
	 	 	100	%
	Chesterfield/Marlboro, L.P.
	 	 	100	%
	Chestnut Hill Clinic Company, LLC
	 	 	85	%
	Chestnut Hill Health System, LLC
	 	 	85	%
	CHHS ALF Company, LLC
	 	 	85	%
	CHHS Development Company, LLC
	 	 	85	%
	CHHS Holdings, LLC
	 	 	100	%
	CHHS Hospital Company, LLC
	 	 	85	%
	CHHS Rehab Company, LLC
	 	 	85	%
	CHS Kentucky Holdings, LLC
	 	 	100	%
	CHS Pennsylvania Holdings, LLC
	 	 	100	%
	CHS Realty Holdings I, Inc.
	 	 	100	%
	CHS Realty Holdings II, Inc.
	 	 	100	%
	CHS Realty Holdings Joint Venture
	 	 	100	%
	CHS Utah Holdings, LLC
	 	 	100	%
	CHS Virginia Holdings, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	CHS Washington Holdings, LLC
	 	 	100	%
	CHS/Community Health Systems, Inc.
	 	 	100	%
	CHSPSC Leasing, Inc.
	 	 	100	%
	Claremore Anesthesia, LLC
	 	 	100	%
	Claremore Diagnostic Center, LLC
	 	 	100	%
	Claremore Internal Medicine, LLC
	 	 	100	%
	Claremore Physicians, LLC
	 	 	100	%
	Claremore Regional Hospital, LLC
	 	 	100	%
	Clarksville Health System, G.P.
	 	 	80	%
	Clarksville Holdings, LLC
	 	 	100	%
	Clarksville Home Care Services, LLC
	 	 	80	%
	Clarksville Physicians Services, G.P.
	 	 	80	%
	Cleveland Clinic Corp.
	 	 	100	%
	Cleveland Home Care Services, LLC
	 	 	100	%
	Cleveland Hospital Corporation
	 	 	100	%
	Cleveland Medical Clinic, Inc.
	 	 	100	%
	Cleveland PHO, Inc.
	 	 	100	%
	Cleveland Regional Medical Center, L.P.
	 	 	100	%
	Cleveland Tennessee Hospital Company, LLC
	 	 	100	%
	Clinton County Health System, LLC
	 	 	100	%
	Clinton Hospital Corporation
	 	 	100	%
	Coatesville Cardiology Clinic, LLC
	 	 	100	%
	Coatesville Clinic Company, LLC
	 	 	100	%
	Coatesville Hospital Corporation
	 	 	100	%
	C-OK, LLC
	 	 	100	%
	College Station Hospital, L.P.
	 	 	100	%
	College Station Medical Center, LLC
	 	 	100	%
	College Station Merger, LLC
	 	 	100	%
	College Station RHC Company, LLC
	 	 	100	%
	Community GP Corp.
	 	 	100	%
	Community Health Care Partners, Inc.
	 	 	100	%
	Community Health Investment Company, LLC
	 	 	100	%
	Community Health Network, Inc.
	 	 	100	%
	Community Health Physicians Operations Holding Company, LLC
	 	 	100	%
	Community Health Systems Foundation
	 	 	100	%
	Community Health Systems Professional Services Corporation
	 	 	100	%
	Community
Health Systems Professional Services Corporation Political Action Committee
	 	 	100	%
	Community Health United Home Care, LLC
	 	 	100	%
	Community Insurance Group SPC, LTD.
	 	 	100	%
	Community LP Corp.
	 	 	100	%
	Community Network Solutions, LLC
	 	 	100	%
	Coronado Hospital, LLC
	 	 	100	%
	Coronado Medical, LLC
	 	 	100	%
	Cottage Home Options, L.L.C.
	 	 	100	%
	Coventry Clinic Company, LLC
	 	 	100	%
	CP Hospital G.P., LLC
	 	 	100	%
	CPLP, LLC
	 	 	100	%
	Crestview Hospital Corporation
	 	 	98.81	%
	Crestview Professional Condominiums Association, Inc.
	 	 	63.7	%
	Crestview Surgery Center, L.P.
	 	 	100	%
	Crestwood Healthcare, L.P.
	 	 	86.11	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Crestwood Hospital, L.P. LLC
	 	 	100	%
	Crestwood Hospital, LLC
	 	 	100	%
	Crestwood Surgery Center, LLC
	 	 	86.11	%
	Crossroads Home Care Services, LLC
	 	 	100	%
	Crossroads Physician Corp.
	 	 	100	%
	CSMC, LLC
	 	 	100	%
	CSRA Holdings, LLC
	 	 	100	%
	Dallas Physician Practice, L.P.
	 	 	100	%
	Dallas Phy Service, LLC
	 	 	100	%
	Day Surgery, Inc.
	 	 	100	%
	DCF
	 	 	100	%
	Deaconess Clinical Associates, Inc.
	 	 	96.55	%
	Deaconess Health System, LLC
	 	 	96.55	%
	Deaconess Holdings, LLC
	 	 	100	%
	Deaconess Hospital Holdings, LLC
	 	 	100	%
	Deaconess Metropolitan Physicians, LLC
	 	 	100	%
	Deaconess Physician Services, LLC
	 	 	100	%
	Deming Clinic Corporation
	 	 	100	%
	Deming Home Care Services, LLC
	 	 	100	%
	Deming Hospital Corporation
	 	 	100	%
	Desert Hospital Holdings, LLC
	 	 	100	%
	DeTar Hospital, LLC
	 	 	100	%
	DFW Physerv, LLC
	 	 	100	%
	DH Cardiology, LLC
	 	 	100	%
	DHFW Holdings, LLC
	 	 	100	%
	DHSC, LLC
	 	 	100	%
	Diagnostic Imaging Management of Brandywine Valley, LLC
	 	 	100	%
	Diagnostic Imaging of Brandywine Valley, LP
	 	 	100	%
	Doctors Hospital Physician Services, LLC
	 	 	100	%
	Doctors Medical Center, LLC
	 	 	100	%
	Doctors of Laredo, LLC
	 	 	100	%
	Dukes Health System, LLC
	 	 	100	%
	Dukes Physician Services, LLC
	 	 	100	%
	Dupont Hospital, LLC
	 	 	72.03	%
	Dyersburg Clinic Corp.
	 	 	100	%
	Dyersburg Home Care Services, LLC
	 	 	100	%
	Dyersburg Hospital Corporation
	 	 	100	%
	East Tennessee Clinic Corp.
	 	 	100	%
	East Tennessee Health Systems, Inc.
	 	 	100	%
	Easton Hospital Malpractice Assistance Fund, Inc.
	 	 	100	%
	E.D. Clinics, LLC
	 	 	100	%
	Edge Medical Clinic, Inc.
	 	 	100	%
	Edwardsville Ambulatory Surgery Center, L.L.C.
	 	 	68.44	%
	El Dorado Home Care Services, LLC
	 	 	100	%
	El Dorado Surgery Center, L.P.
	 	 	61.20	%
	EL MED, LLC
	 	 	100	%
	Eligibility Screening Services, LLC
	 	 	100	%
	Empire Health Services
	 	 	100	%
	Emporia Clinic Corp.
	 	 	100	%
	Emporia Home Care Services, LLC
	 	 	100	%
	Emporia Hospital Corporation
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Enterprise Clinic, LLC
	 	 	100	%
	Eufaula Clinic Corp.
	 	 	100	%
	Eufaula Hospital Corporation
	 	 	100	%
	Evanston Clinic Corp.
	 	 	100	%
	Evanston Hospital Corporation
	 	 	100	%
	Fallbrook Home Care Services, LLC
	 	 	100	%
	Fallbrook Hospital Corporation
	 	 	100	%
	Family Home Care, Inc.
	 	 	100	%
	Fannin Regional Orthopaedic Center, Inc.
	 	 	100	%
	First Choice Health Network, Inc.
	 	 	8.33	%
	Florence ASC Management, LLC
	 	 	100	%
	Florence Home Care Services, LLC
	 	 	100	%
	Flowers Real Estate Holdings, LLC
	 	 	100	%
	Foley Clinic Corp.
	 	 	100	%
	Foley Home Health Corporation
	 	 	100	%
	Foley Hospital Corporation
	 	 	100	%
	Forrest City Arkansas Hospital Company, LLC
	 	 	100	%
	Forrest City Clinic Company, LLC
	 	 	100	%
	Forrest City Hospital Corporation
	 	 	100	%
	Fort Payne Clinic Corp.
	 	 	100	%
	Fort Payne Home Care Corporation
	 	 	100	%
	Fort Payne Hospital Corporation
	 	 	100	%
	Fort Payne RHC Corp.
	 	 	100	%
	Frankfort Health Partner, Inc.
	 	 	100	%
	Franklin Clinic Corp.
	 	 	100	%
	Franklin Home Care Services, LLC
	 	 	100	%
	Franklin Hospital Corporation
	 	 	100	%
	Fulton Home Care Services, LLC
	 	 	100	%
	Gadsden Home Care Services, LLC
	 	 	100	%
	Gadsden Regional Medical Center, LLC
	 	 	100	%
	Gadsden Regional Physician Group Practice, LLC
	 	 	100	%
	Gadsden Regional Primary Care, LLC
	 	 	100	%
	Galesburg Home Care Corporation
	 	 	100	%
	Galesburg Hospital Corporation
	 	 	100	%
	Galesburg In-Home Assistance, Inc.
	 	 	100	%
	Galesburg Professional Services, LLC
	 	 	100	%
	Gateway Malpractice Assistance Fund, Inc.
	 	 	100	%
	Gateway Medical Services, Inc.
	 	 	100	%
	GCMC, LLC
	 	 	100	%
	GH Texas, LLC
	 	 	100	%
	Granbury Hospital Corporation
	 	 	100	%
	Granbury Texas Hospital Investment Corporation
	 	 	100	%
	Granite City ASC Investment Company, LLC
	 	 	100	%
	Granite City Clinic Corp.
	 	 	100	%
	Granite City Home Care Services, LLC
	 	 	100	%
	Granite City Hospital Corporation
	 	 	100	%
	Granite City Illinois Hospital Company, LLC
	 	 	100	%
	Granite City Orthopedic Physicians Company, LLC
	 	 	100	%
	Granite City Physicians Corp.
	 	 	100	%
	GRB Real Estate, LLC
	 	 	100	%
	Great Plains Medical Foundation
	 	 	96.55	%
	Greenbrier Valley Anesthesia, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Greenbrier Valley Emergency Physicians, LLC
	 	 	100	%
	Greenbrier VMC, LLC
	 	 	96.01	%
	Greenville Clinic Corp.
	 	 	100	%
	Greenville Hospital Corporation
	 	 	100	%
	GRMC Holdings, LLC
	 	 	100	%
	Gulf Coast Hospital, L.P.
	 	 	100	%
	Gulf Coast Medical Center, LLC
	 	 	100	%
	Hallmark Healthcare Company, LLC
	 	 	100	%
	Harris Managed Services, Inc.
	 	 	100	%
	Harris Medical Clinics, Inc.
	 	 	100	%
	Hattiesburg ASC-GP, LLC
	 	 	100	%
	Hattiesburg Home Care Services, LLC
	 	 	100	%
	Haven Clinton Medical Associates, LLC
	 	 	100	%
	HDP Woodland Heights, L.P.
	 	 	100	%
	HDP Woodland Property, LLC
	 	 	100	%
	HDPWH, LLC
	 	 	100	%
	Health Care of Forsyth County, Inc.
	 	 	100	%
	Healthwest Holdings, Inc.
	 	 	100	%
	Heartland Malpractice Assistance Fund, Inc.
	 	 	100	%
	Heartland Regional Health Systems, LLC
	 	 	100	%
	Heartland Rural Healthcare, LLC
	 	 	100	%
	Helena Home Care Services, LLC
	 	 	100	%
	Hidden Valley Medical Center, Inc.
	 	 	100	%
	Highland Health Systems, Inc.
	 	 	100	%
	Hill Regional Clinic Corp.
	 	 	100	%
	Hill Regional Medical Group
	 	 	100	%
	Hobbs Medco, LLC
	 	 	100	%
	Hobbs Physician Practice, LLC
	 	 	100	%
	Hood Medical Group
	 	 	100	%
	Hood Medical Services, Inc.
	 	 	100	%
	Hospital of Barstow, Inc.
	 	 	100	%
	Hospital of Fulton, Inc.
	 	 	100	%
	Hospital of Louisa, Inc.
	 	 	100	%
	Hospital of Morristown, Inc.
	 	 	100	%
	Hot Springs Outpatient Surgery Center, G.P.
	 	 	100	%
	HTI Tucson Rehabilitation, Inc.
	 	 	100	%
	Humble Texas Home Care Corporation
	 	 	100	%
	Huntington Associates
	 	 	100	%
	INACTCO, Inc.
	 	 	100	%
	In-Home Assistance, L.L.C.
	 	 	100	%
	In-Home Medical Equipment Supplies and Services, Inc.
	 	 	100	%
	Innovative Recoveries, LLC
	 	 	100	%
	IOM Health System, L.P.
	 	 	83.92	%
	Jackson Home Care Services, LLC
	 	 	100	%
	Jackson Hospital Corporation (KY)
	 	 	100	%
	Jackson Hospital Corporation (TN)
	 	 	100	%
	Jackson Physician Corp.
	 	 	100	%
	Jackson, Tennessee Hospital Company, LLC
	 	 	97.10	%
	Jennersville Regional Hospital Malpractice Assistance Fund, Inc.
	 	 	100	%
	Jennersville Family Medicine, LLC
	 	 	100	%
	Jonesboro Real Property, LLC
	 	 	100	%
	Jourdanton Home Care Services, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Jourdanton Hospital Corporation
	 	 	100	%
	Kay County Clinic Company, LLC
	 	 	100	%
	Kay County Hospital Corporation
	 	 	100	%
	Kay County Oklahoma Hospital Company, LLC
	 	 	100	%
	Kentucky River HBP, LLC
	 	 	100	%
	Kentucky River Physician Corporation
	 	 	100	%
	Kirksville Academic Medicine, LLC
	 	 	100	%
	Kirksville Clinic Corp.
	 	 	100	%
	Kirksville Home Care Services, LLC
	 	 	100	%
	Kirksville Hospital Company, LLC
	 	 	100	%
	Kirksville Missouri Hospital Company, LLC
	 	 	82.49	%
	Kirksville Physical Therapy Services, LLC
	 	 	100	%
	Knox Clinic Corp.
	 	 	100	%
	Kosciusko Medical Group, LLC
	 	 	100	%
	Lake Area Physician Services, LLC
	 	 	100	%
	Lake Area Surgicare A Partnership in Commendam
	 	 	63.25	%
	Lake Wales Clinic Corp.
	 	 	100	%
	Lake Wales Hospital Corporation
	 	 	93.15	%
	Lake Wales Hospital Investment Corporation
	 	 	93.15	%
	Lakeland Home Care Services, LLC
	 	 	100	%
	Lakeway Hospital Corporation
	 	 	100	%
	Lancaster Clinic Corp.
	 	 	100	%
	Lancaster Home Care Services, LLC
	 	 	100	%
	Lancaster Hospital Corporation
	 	 	100	%
	Lancaster Imaging Center, LLC
	 	 	51	%
	Laredo Hospital, L.P.
	 	 	100	%
	Laredo Texas Hospital Company, L.P.
	 	 	94.66	%
	Las Cruces ASC-GP, LLC
	 	 	100	%
	Las Cruces Medical Center, LLC
	 	 	100	%
	Las Cruces Physician Services, LLC
	 	 	100	%
	Las Cruces Surgery Center, L.P.
	 	 	77.69	%
	Lea Regional Hospital, LLC
	 	 	100	%
	Leesville Surgery Center, LLC
	 	 	62.07	%
	Lexington Clinic Corp.
	 	 	100	%
	Lexington Family Physicians, LLC
	 	 	100	%
	Lexington Home Care Services, LLC
	 	 	100	%
	Lexington Hospital Corporation
	 	 	100	%
	Lindenhurst Illinois Hospital Company, LLC
	 	 	100	%
	Lock Haven Clinic Company, LLC
	 	 	100	%
	Lock Haven Home Care Services, LLC
	 	 	100	%
	Logan Hospital Corporation
	 	 	100	%
	Logan, West Virginia Hospital Company, LLC
	 	 	100	%
	Longview Medical Center, L.P.
	 	 	73.98	%
	Longview Merger, LLC
	 	 	100	%
	Louisa Home Care Services, LLC
	 	 	100	%
	LRH, LLC
	 	 	100	%
	LS Psychiatric, LLC
	 	 	100	%
	Lutheran Health Network CBO, LLC
	 	 	100	%
	Lutheran Health Network Investors, LLC
	 	 	83.92	%
	Lutheran Health Network of Indiana, LLC
	 	 	100	%
	Lutheran Medical Group, LLC
	 	 	100	%
	Lutheran Musculoskeletal Center, LLC
	 	 	60	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Lutheran TRMA Network, LLC
	 	 	42	%
	Madison Clinic Corp.
	 	 	100	%
	Madison Hospital, LLC
	 	 	100	%
	Marion Hospital Corporation
	 	 	100	%
	Marion Physician Services, LLC
	 	 	100	%
	Marlboro Clinic Corp.
	 	 	100	%
	Martin Clinic Corp.
	 	 	100	%
	Martin Hospital Corporation
	 	 	100	%
	Mary Black Health System, LLC
	 	 	97.53	%
	Mary Black Medical Office Building Limited Partnership
	 	 	97.53	%
	Mary Black MOB II, L.P.
	 	 	97.53	%
	Mary Black Physician Services, LLC
	 	 	100	%
	Mary Black Physicians Group, LLC
	 	 	100	%
	Massillon Community Health System LLC
	 	 	100	%
	Massillon Health System LLC
	 	 	100	%
	Massillon Holdings, LLC
	 	 	100	%
	Mat-Su Regional ASC GP, LLC
	 	 	100	%
	Mat-Su Regional Surgery Center, L.P.
	 	 	100	%
	Mat-Su Valley II, LLC
	 	 	75	%
	Mat-Su Valley III, LLC
	 	 	75	%
	Mat-Su Valley Medical Center, LLC
	 	 	74.386	%
	MCI Panhandle Surgical, L.P.
	 	 	100	%
	McKenzie Clinic Corp.
	 	 	100	%
	McKenzie Physician Services, LLC
	 	 	100	%
	McKenzie Tennessee Hospital Company, LLC
	 	 	100	%
	McKenzie-Willamette Regional Medical Center Associates, LLC
	 	 	90.51	%
	McNairy Clinic Corp.
	 	 	100	%
	McNairy Hospital Corporation
	 	 	100	%
	MCSA, L.L.C.
	 	 	100	%
	Medical Center at Terrell, LLC
	 	 	100	%
	Medical Center of Brownwood, LLC
	 	 	100	%
	Medical Holdings, Inc.
	 	 	100	%
	Medstat, LLC
	 	 	100	%
	Memorial Hospital of Salem Malpractice Assistance Fund, Inc.
	 	 	100	%
	Memorial Hospital, LLC
	 	 	100	%
	Memorial Management, Inc.
	 	 	100	%
	Merger Legacy Holdings, LLC
	 	 	100	%
	Mesa View Physical Rehabilitation, LLC
	 	 	50	%
	Mesa View PT, LLC
	 	 	100	%
	Mesquite Clinic Management Company, LLC
	 	 	100	%
	MHS Ambulatory Surgery Center, Inc.
	 	 	100	%
	Mid-Plains, LLC
	 	 	100	%
	Minot Health Services, Inc.
	 	 	100	%
	Mission Bay Memorial Hospital, LLC
	 	 	100	%
	MMC OF Nevada, LLC
	 	 	100	%
	Moberly HBP Medical Group, LLC
	 	 	100	%
	Moberly Hospital Company, LLC
	 	 	100	%
	Moberly Medical Clinics, Inc.
	 	 	100	%
	Moberly Physicians Corp.
	 	 	100	%
	Mohave Imaging Center, LLC
	 	 	100	%
	Morristown Clinic Corp.
	 	 	100	%
	Morristown Professional Centers, Inc.
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Morristown Surgery Center, LLC
	 	 	100	%
	MWMC Holdings, LLC
	 	 	100	%
	National Healthcare of England Arkansas, Inc.
	 	 	100	%
	National Healthcare of Holmes County, Inc.
	 	 	100	%
	National Healthcare of Leesville, Inc.
	 	 	100	%
	National Healthcare of Mt. Vernon, Inc.
	 	 	100	%
	National Healthcare of Newport, Inc.
	 	 	100	%
	Navarro Hospital, L.P.
	 	 	100	%
	Navarro Regional, LLC
	 	 	100	%
	NC-CSH, Inc.
	 	 	100	%
	NC-DSH, LLC
	 	 	100	%
	Neurospine-Pain Surgery Center, LLC
	 	 	20	%
	Newport Home Care Services, LLC
	 	 	100	%
	NHCI of Hillsboro, Inc.
	 	 	100	%
	North Okaloosa Clinic Corp.
	 	 	100	%
	North Okaloosa Home Health Corp.
	 	 	100	%
	North Okaloosa Medical Corp.
	 	 	95.81	%
	North Okaloosa Surgery Venture Corp.
	 	 	100	%
	Northampton Clinic Company, LLC
	 	 	100	%
	Northampton Home Care, LLC
	 	 	100	%
	Northampton Hospital Company, LLC
	 	 	100	%
	Northampton Physician Services Corp.
	 	 	100	%
	Northampton Urgent Care, LLC
	 	 	100	%
	Northeast Medical Center, L.P.
	 	 	100	%
	Northern Indiana Oncology Center of Porter Memorial Hospital, LLC
	 	 	95.2	%
	Northwest Allied Physicians, LLC
	 	 	100	%
	Northwest Arkansas Employees, LLC
	 	 	100	%
	Northwest Arkansas Hospitals, LLC
	 	 	99.32	%
	Northwest Benton County Physician Services, LLC
	 	 	100	%
	Northwest Cardiology, LLC
	 	 	100	%
	Northwest Hospital, LLC
	 	 	100	%
	Northwest Indiana Health System, LLC
	 	 	90.84	%
	Northwest Marana Hospital, LLC
	 	 	100	%
	Northwest Medical Center CT/MRI at Marana, LLC
	 	 	100	%
	Northwest Physicians, LLC
	 	 	100	%
	Northwest Rancho Vistoso Imaging Services, LLC
	 	 	100	%
	Northwest Tucson ASC-GP, LLC
	 	 	100	%
	Northwest Tucson Surgery Center, L.P.
	 	 	57.42	%
	NOV Holdings, LLC
	 	 	100	%
	NRH, LLC
	 	 	100	%
	Oak Hill Clinic Corp.
	 	 	100	%
	Oak Hill Hospital Corporation
	 	 	100	%
	Oklahoma City ASC-GP, LLC
	 	 	100	%
	Oklahoma City Home Care Services, LLC
	 	 	100	%
	Olive Branch Clinic Corp.
	 	 	100	%
	Olive Branch Hospital, Inc.
	 	 	100	%
	Open MRI of Wharton, LLP
	 	 	100	%
	Oro Valley Hospital, LLC
	 	 	100	%
	Pacific East Division Office, L.P.
	 	 	100	%
	Pacific Group ASC, Inc.
	 	 	100	%
	Pacific Physicians Services, LLC
	 	 	100	%
	Pain Management Joint Venture, LLP
	 	 	50	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Palm Drive Hospital, L.P.
	 	 	100	%
	Palm Drive Medical Center, LLC
	 	 	100	%
	Palmer-Wasilla Health System, LLC
	 	 	100	%
	Palmetto Women’s Care, LLC
	 	 	100	%
	Pampa Hospital, L.P.
	 	 	100	%
	Pampa Medical Center, LLC
	 	 	100	%
	Panhandle Medical Center, LLC
	 	 	100	%
	Panhandle Property, LLC
	 	 	100	%
	Panhandle Surgical Hospital, L.P.
	 	 	100	%
	Panhandle, LLC
	 	 	100	%
	Parkway Regional Medical Clinic, Inc.
	 	 	100	%
	Payson Healthcare Management, Inc.
	 	 	100	%
	Payson Home Care Services, LLC
	 	 	100	%
	Payson Hospital Corporation
	 	 	100	%
	PDMC, LLC
	 	 	100	%
	Pecos Valley of New Mexico, LLC
	 	 	100	%
	Peerless Healthcare, LLC
	 	 	100	%
	Pennsylvania Hospital Company, LLC
	 	 	100	%
	Petersburg Clinic Company, LLC
	 	 	100	%
	Petersburg Home Care Services, LLC
	 	 	100	%
	Petersburg Hospital Company, LLC
	 	 	99.29	%
	Phillips and Coker OB-GYN, LLC
	 	 	100	%
	Phillips Clinic Corp.
	 	 	100	%
	Phillips Hospital Corporation
	 	 	100	%
	Phoenix Surgical, LLC
	 	 	100	%
	Phoenixville Clinic Company, LLC
	 	 	100	%
	Phoenixville Hospital Company, LLC
	 	 	100	%
	Phoenixville Hospital Malpractice Assistance Fund, Inc.
	 	 	100	%
	Phoenixville Specialty Clinics, LLC
	 	 	100	%
	Physician Practice Support, Inc.
	 	 	100	%
	Physicians and Surgeons Hospital of Alice, L.P.
	 	 	100	%
	Piney Woods Healthcare System, L.P.
	 	 	91.36	%
	Plymouth Hospital Corporation
	 	 	100	%
	Polk Medical Services, Inc.
	 	 	100	%
	Ponca City Home Care Services, Inc.
	 	 	100	%
	Porter Health Services, LLC
	 	 	100	%
	Porter Hospital, LLC
	 	 	90.84	%
	Porter Physician Services, LLC
	 	 	100	%
	Pottstown Clinic Company, LLC
	 	 	100	%
	Pottstown Home Care Services, LLC
	 	 	100	%
	Pottstown Hospital Company, LLC
	 	 	100	%
	Pottstown Hospital Corporation
	 	 	100	%
	Pottstown Imaging Company, LLC
	 	 	100	%
	Pottstown Memorial Malpractice Assistance Fund, Inc.
	 	 	100	%
	PremierCare of Northwest Arkansas, LLC
	 	 	79.6	%
	PremierCare Super PHO, LLC
	 	 	100	%
	Procure Solutions, LLC
	 	 	100	%
	Professional Account Services, Inc.
	 	 	100	%
	QHG Georgia Holdings, Inc.
	 	 	100	%
	QHG Georgia Holdings II, LLC
	 	 	100	%
	QHG Georgia, LP
	 	 	100	%
	QHG of Barberton, Inc.
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	QHG of Bluffton Company, LLC
	 	 	100	%
	QHG of Clinton County, Inc.
	 	 	100	%
	QHG of Enterprise, Inc.
	 	 	100	%
	QHG of Forrest County, Inc.
	 	 	100	%
	QHG of Fort Wayne Company, LLC
	 	 	100	%
	QHG of Hattiesburg, Inc.
	 	 	100	%
	QHG of Kenmare, Inc.
	 	 	100	%
	QHG of Lake City, Inc.
	 	 	100	%
	QHG of Massillon, Inc.
	 	 	100	%
	QHG of Minot, Inc.
	 	 	100	%
	QHG of Ohio, Inc.
	 	 	100	%
	QHG of South Carolina, Inc.
	 	 	100	%
	QHG of Spartanburg, Inc.
	 	 	100	%
	QHG of Springdale, Inc.
	 	 	100	%
	QHG of Texas, Inc.
	 	 	100	%
	QHG of Warsaw Company, LLC
	 	 	100	%
	QHR Intensive Resources, LLC
	 	 	100	%
	QHR International, LLC
	 	 	100	%
	QS of Okmulgee, LLC
	 	 	100	%
	Quorum ELF, Inc.
	 	 	100	%
	Quorum Health Resources, LLC
	 	 	100	%
	Quorum Health Services, Inc.
	 	 	100	%
	Quorum Purchasing Advantage, LLC
	 	 	100	%
	Quorum Solutions, LLC
	 	 	100	%
	Red Bud Clinic Corp.
	 	 	100	%
	Red Bud Home Care Services, LLC
	 	 	100	%
	Red Bud Hospital Corporation
	 	 	100	%
	Red Bud Illinois Hospital Company, LLC
	 	 	100	%
	Red Bud Physician Group, LLC
	 	 	100	%
	Regional Cancer Treatment Center, Ltd.
	 	 	12.78	%
	Regional Employee Assistance Program
	 	 	100	%
	Regional Hospital of Longview, LLC
	 	 	100	%
	Regional Surgical Services, LLC
	 	 	82.1	%
	Rehab Hospital of Fort Wayne General Partnership
	 	 	83.92	%
	River Region Medical Corporation
	 	 	100	%
	River to River Heart Group, LLC
	 	 	100	%
	Rockwood Clinic, P.S.
	 	 	50	%
	Rockwood Clinic Real Estate Holdings, LLC
	 	 	100	%
	Ronceverte Physician Group, LLC
	 	 	100	%
	Roswell Clinic Corp.
	 	 	100	%
	Roswell Community Hospital Investment Corporation
	 	 	100	%
	Roswell Hospital Corporation
	 	 	100	%
	Russell County Clinic Corp.
	 	 	100	%
	Russell County Medical Center, Inc.
	 	 	100	%
	Ruston Clinic Company, LLC
	 	 	100	%
	Ruston Hospital Corporation
	 	 	100	%
	Ruston Louisiana Hospital Company, LLC
	 	 	100	%
	SACMC, LLC
	 	 	100	%
	Salem Clinic Corp.
	 	 	100	%
	Salem Home Care Services, LLC
	 	 	100	%
	Salem Hospital Corporation
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Salem Medical Professionals, P.C.
	 	0% (100% control)
	Samaritan Surgicenters of Arizona II, L.L.C.
	 	 	100	%
	San Angelo Community Medical Center, LLC
	 	 	100	%
	San Angelo Hospital, L.P.
	 	 	93.62	%
	San Angelo Medical, LLC
	 	 	100	%
	San Diego Hospital, L.P.
	 	 	100	%
	San Leandro Hospital, L.P.
	 	 	100	%
	San Leandro Medical Center, LLC
	 	 	100	%
	San Leandro, LLC
	 	 	100	%
	San Miguel Clinic Corp.
	 	 	100	%
	San Miguel Hospital Corporation
	 	 	100	%
	Scenic Managed Services, Inc.
	 	 	100	%
	Schuylkill Internal Medicine Associates, LLC
	 	 	100	%
	SDH, LLC
	 	 	100	%
	Sebastopol, LLC
	 	 	100	%
	Senior Circle Association
	 	 	100	%
	Shelby Alabama Real Estate, LLC
	 	 	100	%
	Shelbyville Clinic Corp.
	 	 	100	%
	Shelbyville Home Care Services, LLC
	 	 	100	%
	Shelbyville Hospital Corporation
	 	 	100	%
	Sherman Hospital, L.P.
	 	 	100	%
	Sherman Medical Center, LLC
	 	 	100	%
	Siloam Springs Arkansas Hospital Company, LLC
	 	 	100	%
	Siloam Springs Clinic Company, LLC
	 	 	100	%
	Siloam Springs Holdings, LLC
	 	 	100	%
	Silsbee Doctors Hospital, L.P.
	 	 	100	%
	Silsbee Medical Center, LLC
	 	 	100	%
	Silsbee Texas, LLC
	 	 	100	%
	Silver Creek MRI, LLC
	 	 	51	%
	SJ Home Care, LLC
	 	 	100	%
	SkyRidge Clinical Associates, LLC
	 	 	100	%
	SLH, LLC
	 	 	100	%
	SMMC Medical Group
	 	 	100	%
	Software Sales Corp.
	 	 	100	%
	South Alabama Managed Care Contracting, Inc.
	 	 	100	%
	South Alabama Medical Management Services, Inc.
	 	 	100	%
	South Alabama Physician Services, Inc.
	 	 	100	%
	South Arkansas Clinic, LLC
	 	 	100	%
	South Arkansas Physician Services, LLC
	 	 	100	%
	South Tulsa Medical Group, LLC
	 	 	100	%
	SouthCrest, L.L.C.
	 	 	100	%
	SouthCrest Anesthesia Group, LLC
	 	 	100	%
	SouthCrest Medical Group, LLC
	 	 	100	%
	SouthCrest Surgery Center, L.P.
	 	 	79.385	%
	Southeast Alabama Maternity Care, LLC
	 	 	62.50	%
	Southern Illinois Medical Care Associates, LLC
	 	 	100	%
	Southern Texas Medical Center, LLC
	 	 	100	%
	Southside Physician Network, LLC
	 	 	100	%
	Spokane Home Care Services, LLC
	 	 	100	%
	Spokane Valley Washington Hospital Company, LLC
	 	 	100	%
	Spokane Washington Hospital Company, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Springdale Home Care Services, LLC
	 	 	100	%
	Springfield Oregon Holdings, LLC
	 	 	100	%
	Sprocket Medical Management, LLC
	 	 	100	%
	St. Joseph Health System, LLC
	 	 	83.92	%
	St. Joseph Medical Group, Inc.
	 	 	100	%
	Sunbury Clinic Company, LLC
	 	 	100	%
	Sunbury Hospital Company, LLC
	 	 	73.26	%
	Surgical Center of Amarillo, LLC
	 	 	100	%
	Surgical Center of Carlsbad, LLC
	 	 	100	%
	Surgicare of Independence, Inc.
	 	 	100	%
	Surgicare of San Leandro, Inc.
	 	 	100	%
	Surgicare of Sherman, Inc.
	 	 	100	%
	Surgicare of Victoria, Inc.
	 	 	100	%
	Surgicare of Victoria, Ltd.
	 	 	100	%
	Surgicare Outpatient Center of Lake Charles, Inc.
	 	 	100	%
	Surgicenter of Johnson County, Inc.
	 	 	100	%
	Surgicenters of America, Inc.
	 	 	100	%
	SVRMC-HBP, LLC
	 	 	100	%
	Tennyson Holdings, LLC
	 	 	100	%
	Terrell Hospital, L.P.
	 	 	100	%
	Terrell Medical Center, LLC
	 	 	100	%
	The Surgery Center of Salem County, L.L.C.
	 	 	90.90	%
	The Vicksburg Clinic, LLC
	 	 	100	%
	Three Rivers Medical Clinics, Inc.
	 	 	100	%
	Timberland Medical Group
	 	 	100	%
	Tooele Clinic Corp.
	 	 	100	%
	Tooele Home Care Services, LLC
	 	 	100	%
	Tooele Hospital Corporation
	 	 	100	%
	Triad Corporate Services Limited Partnership
	 	 	100	%
	Triad CSGP, LLC
	 	 	100	%
	Triad CSLP, LLC
	 	 	100	%
	Triad Healthcare Corporation
	 	 	100	%
	Triad Healthcare System of Phoenix, L.P.
	 	 	100	%
	Triad Holdings III, LLC
	 	 	100	%
	Triad Holdings IV, LLC
	 	 	100	%
	Triad Holdings V, LLC
	 	 	100	%
	Triad Holdings VI, Inc.
	 	 	100	%
	Triad Indiana Holdings, LLC
	 	 	83.92	%
	Triad Medical Center at Terrell Subsidiary, LLC
	 	 	100	%
	Triad Nevada Holdings, LLC
	 	 	100	%
	Triad of Alabama, LLC
	 	 	100	%
	Triad of Arizona (L.P.), Inc.
	 	 	100	%
	Triad of Oregon, LLC
	 	 	100	%
	Triad of Phoenix, Inc.
	 	 	100	%
	Triad RC, Inc.
	 	 	100	%
	Triad Texas, LLC
	 	 	100	%
	Triad-Arizona I, Inc.
	 	 	100	%
	Triad-ARMC, LLC
	 	 	100	%
	Triad-Denton Hospital GP, LLC
	 	 	100	%
	Triad-Denton Hospital, L.P.
	 	 	100	%
	Triad-El Dorado, Inc.
	 	 	100	%
	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	Triad-South Tulsa Hospital Company, Inc.
	 	 	100	%
	Triad-Willow Creek, LLC
	 	 	100	%
	Tri-Irish, Inc.
	 	 	100	%
	Tri-World, LLC
	 	 	100	%
	TROSCO, LLC
	 	 	100	%
	Troy Hospital Corporation
	 	 	100	%
	Tuscora Park Medical Specialists, LLC
	 	 	100	%
	VHC Holdings, LLC
	 	 	100	%
	VHC Medical, LLC
	 	 	100	%
	Vicksburg Healthcare, LLC
	 	 	100	%
	Vicksburg Surgical Center, LLC
	 	 	100	%
	Victoria Texas Home Care Services, LLC
	 	 	100	%
	Victoria Hospital, LLC
	 	 	100	%
	Victoria of Texas, L.P.
	 	 	100	%
	Village Medical Center Associates, LLC
	 	 	100	%
	Virginia Hospital Company, LLC
	 	 	100	%
	WA-SPOK DH CRNA, LLC
	 	 	100	%
	WA-SPOK DH Urgent Care, LLC
	 	 	100	%
	WA-SPOK Kidney Care, LLC
	 	 	100	%
	WA-SPOK Medical Care, LLC
	 	 	100	%
	WA-SPOK Primary Care, LLC
	 	 	100	%
	WA-SPOK Pulmonary & Critical Care, LLC
	 	 	100	%
	WA-SPOK VH CRNA, LLC
	 	 	100	%
	WA-SPOK VH Urgent Care, LLC
	 	 	100	%
	WAMC, LLC
	 	 	100	%
	Warren Ohio Hospital Company, LLC
	 	 	100	%
	Warren Ohio Rehab Hospital Company, LLC
	 	 	100	%
	Warsaw Health System, LLC
	 	 	99.03	%
	Washington Clinic Corp.
	 	 	100	%
	Washington Hospital Corporation
	 	 	100	%
	Washington Physician Corp.
	 	 	100	%
	Watsonville Hospital Corporation
	 	 	100	%
	Waukegan Clinic Corp.
	 	 	100	%
	Waukegan Hospice Corp.
	 	 	100	%
	Waukegan Hospital Corporation
	 	 	100	%
	Waukegan Illinois Hospital Company, LLC
	 	 	100	%
	Weatherford Home Care Services, LLC
	 	 	100	%
	Weatherford Hospital Corporation
	 	 	100	%
	Weatherford Texas Hospital Company, LLC
	 	 	100	%
	Webb County Texas Home Care Services, LLC
	 	 	100	%
	Webb Hospital Corporation
	 	 	100	%
	Webb Hospital Holdings, LLC
	 	 	100	%
	Wesley Health System, LLC
	 	 	100	%
	Wesley HealthTrust, Inc.
	 	 	100	%
	Wesley Physician Services, LLC
	 	 	100	%
	West Anaheim Hospital, L.P.
	 	 	100	%
	West Anaheim Medical Center, LLC
	 	 	100	%
	West Anaheim, LLC
	 	 	100	%
	West Grove Clinic Company, LLC
	 	 	100	%
	West Grove Family Practice, LLC
	 	 	100	%
	West Grove Home Care, LLC
	 	 	100	%
	West Grove Hospital Company, LLC
	 	 	100	%






 









 






	 	 	 	 	 
	 	 	Percentage
	Legal Entity	 	Owned
	West Virginia MS, LLC
	 	 	100	%
	Western Arizona Regional Home Health and Hospice, Inc.
	 	 	100	%
	Wharton Medco, LLC
	 	 	100	%
	WHMC, LLC
	 	 	100	%
	Wichita Falls Texas Home Care Corporation
	 	 	100	%
	Wichita Falls Texas Private Duty Corporation
	 	 	100	%
	Wilkes-Barre Academic Medicine, LLC
	 	 	100	%
	Wilkes-Barre Behavioral Hospital Company, LLC
	 	 	100	%
	Wilkes-Barre Behavioral Ventures, LLC
	 	 	100	%
	Wilkes-Barre Clinic Company, LLC
	 	 	100	%
	Wilkes-Barre Community Residential Unit, LLC
	 	 	100	%
	Wilkes-Barre Holdings, LLC
	 	 	100	%
	Wilkes-Barre Home Care Services, LLC
	 	 	100	%
	Wilkes-Barre Hospital Company, LLC
	 	 	100	%
	Wilkes-Barre Personal Care Services, LLC
	 	 	100	%
	Wilkes-Barre Skilled Nursing Services, LLC
	 	 	100	%
	Willamette Community Medical Group, LLC
	 	 	100	%
	Williamston Clinic Corp.
	 	 	100	%
	Williamston Hospital Corporation
	 	 	100	%
	Wiregrass Clinic, LLC
	 	 	100	%
	Women & Children’s Hospital, LLC
	 	 	100	%
	Women’s Health Partners, LLC
	 	 	100	%
	Woodland Heights Medical Center, LLC
	 	 	100	%
	Woodward Clinic Company, LLC
	 	 	100	%
	Woodward Health System, LLC
	 	 	100	%
	Woodward Home Care Services, LLC
	 	 	100	%
	Youngstown Ohio Hospital Company, LLC
	 	 	100	%
	Youngstown Ohio Laboratory Services Company, LLC
	 	 	100	%
	Youngstown Ohio Outpatient Services Company, LLC
	 	 	100	%
	Youngstown Ohio Physician Services Company, LLC
	 	 	100	%
	Youngstown Ohio PSC, LLC
	 	 	100	%







 












 





Schedule 3.18

Insurance



1. Hospital Liability Insurance





	 	 	This policy provides comprehensive general liability, medical professional liability,
contractual liability, personal injury liability, druggists’ liability, and employment
practices liability insurance. The policy period is June 1, 2010 to June 1, 2011. The
policy is written on a claims-made basis, with retroactive date of September 1, 1986 for
Legacy facilities and January 1, 2008 for all Triad facilities acquired on July 25, 2007
(CHS07). This policy, shared by all of the CHS affiliate facilities, provides a $4.750
million per occurrence limit excess of a $250,000 “self-insured” retention (SIR). The
policy is written by Community Insurance Group, SPC, Ltd. (CIG). The policy number is
274/CIG10.






	 	 	Excess insurance is provided by Zurich American (Steadfast Insurance Company) with limits
of $20 million per occurrence/$20 million annual aggregate, excess a $5 million/$10 million
SIR buffer excess $5 million each & every self insured retention. The policy period is June
1, 2010 to June 1, 2011. This liability umbrella policy is written on a claims-made basis,
with retroactive date of September 1, 1986 for Legacy facilities and January 1, 2002 for all
Triad facilities acquired by CHS on July 25, 2007 (CHS07). (This umbrella also provides
excess automobile, employers’ liability, helipad liability, non-owned aviation). The policy
number is HPC534683705.






	 	 	An excess liability policy with AWAC Bermuda provides limits of $25 million per
occurrence/$25 million annual aggregate, excess $25 million with the same excess provisions.
The policy period is June 1, 2010 to June 1, 2011. The policy number is C002071/001.






	 	 	An excess policy with Endurance of Bermuda provides $15 million per occurrence/$15 million
annual aggregate, excess $50 million with the same excess provisions. The policy number is
P010840001.






	 	 	An excess liability policy with Illinois Union/ACE provides limits of $10 million per
occurrence/$10 million annual aggregate, excess $65 million with the same excess provisions.
The policy number is XHLG21820374003. A punitive wrap policy with Ace Bermuda provides
punitive damages coverage for the Ace US layer of $10 million, excess $65 million.






	 	 	An excess liability policy with Swiss Re provides limits of $25 million per occurrence/$25
million annual aggregate, excess $75 million with the same excess provisions. The policy
number is Q31000139.






	 	 	An excess liability policy with London Lexington provides limits of $25million per
occurrence/ $25 million annual aggregate, excess $100 million with the same excess




 









 






	 	 	provisions. The policy is retroacive to January 1, 2008 for CHS Legacy and January 1, 2002
for CHS07. The policy number is Q31000142.






	 	 	An excess liability policy with One Beacon provides limits of $25 million per occurrence/
$25 million annual aggregate, excess $125 million. The policy retroactive date is January
1, 2008 for CHS and January 1, 2002 for CHS07. The policy number is MPX-2241110.






	 	 	An excess liability policy with Chaucer- Lloyds of London provides limits of $25 million
per occurrence.$25 million annual aggregate, excess $150 million. The policy retroactive
date is January 1, 2008 for CHS and January 1, 2002 for CHS07. The policy number is
Q3100141.






	 	 	An excess liability policy with XL Bermuda provides limits of $25 million per occurrence/$25
million annual aggregate, excess $175 million. The policy retroactive date is June 1, 2010.
The policy number is XLUMB-604250.






	 	 	All policies above Zurich have a drop down provision to $5 million in the event underlying
limits are exhausted, except for a batch occurrence which is $25 million.






	 	 	Total limits are $200,000,000.






	 	 	The State of PA requires first dollar professional liability insurance coverage through a PA
licensed carrier and participation in the State Fund. Therefore, effective March 1, 2002,
Berwick is insured through a PA fronted policy with CNA for professional liability limits of
$500,000/$2,500,000 retroactive to March 1, 1999 for claims not reported prior to March 1,
2002; and the Fund with limits to $1.2M. Effective October 1, 2002, Jennersville, Easton,
and Brandywine are in the same program. This change is retro to June 11, 2001 for
Brandywine and October 1, 2001 for Easton and Jennersville for claims not reported prior to
October 1, 2002. Lock Haven is in this program effective August 1, 2002, Pottstown
effective July 1, 2003, Phoenixville effective August 1, 2004, Chestnut Hill effective March
1, 2005, Sunbury effective October 1, 2005, and Wilkes-Barre effective May 1, 2009. CIG
provides coverage over the Fund.






	 	 	Effective August 1, 2000, the Louisiana hospital, Byrd Regional, became a member of the
Louisiana Patients’ Compensation Fund. Other Louisiana hospitals in the Fund are Northern
Louisiana Medical Center and Women and Childrens’ Hospital. These hospitals are insured in
CHS’ program for the 1st $100,000 of each medical malpractice claim and the Fund
provides coverage from $100,000 to the statutory cap of $500,000.






	 	 	All Indiana hospitals are enrolled in the Indiana PCF. These hospitals have a fronted
policy with Zurich for professional liability limits of $250,000/$7.5M. The Fund then
provides coverage up to a statutory cap of $1,250,000. Policy dates are May 1, 2010-May 1,
2011. Policy # HPC925981303.




 









 












	 	 	Other fronting polices obtained to comply with state statutes include a MS/FL front for
$250,000 for FL hospitals and $1M for MS physicians written on a claims made basis with CNA.
This is PL only- no GL. The policy is # HAZ1034387183-7.






	 	 	Steadfast (Zurich) also writes an AL fronted GL policy for $1M/$2M to cover an MOB in
Huntsville, AL. The policy # is HPC655087401.




2. Workers’ Compensation and Employers Liability Insurance





	 	 	Workers’ Compensation and Employers Liability insurance is purchased to comply with CHS
affiliates’ obligations under state and federal workers’ compensation laws. The policy
period is December 1, 2009 to December 1, 2010. Statutory limits apply to Workers’
Compensation. Employers Liability limits are $1 million each employee per accident/$1
million occupational disease aggregate/$1 million by disease each occurrence. This is a
large deductible program with a $300,000 deductible. The policy is written by Zurich,
policy number WC 3730423-06.






	 	 	All Texas facilities have entered into an Opted-Out ERISA Plan in lieu of a statutory work
comp program effective December 1, 2001 for CHS and October 1, 2007 for CHS07. The TX
facilities maintain a $500,000 self-insured retention for all employee injuries. An excess
policy has been purchased with North American Capacity Insurance Company for coverage above
this self-insured retention up to $10 million per occurrence/ $25 million aggregate. The
policy period for this excess policy is December 1, 2009-December 1, 2010. The policy
number is EEG0000240-01.






	 	 	An Ohio Excess Workers’ Comp policy is written with Zurich with statutory limits to sit over
the $350,000 self-insured retention. The effective dates are July 1, 2009-July 1, 2010.
The policy # is EWS 2347095-07.




3. Automobile Liability and Physical Damage Coverage — Primary





	 	 	Automobile Liability coverage is purchased to pay all sums CHS affiliates are legally liable
to pay as damages because of bodily injury or property damage caused by an accident and
resulting from the ownership, maintenance or use of a covered auto, including hired and
non-owned autos. Hired and non-owned autos coverage is excess of any other available limits
including employees’ personal vehicles while in use on company business. The policies have
a $2 million CSL of Liability limit/$2 million CSL of Uninsured Motorists Liability limit.
There is a $10,000 deductible for liability on the policy for the hospitals and a $250,000
deductible for Corporate. Physical Damage coverage is only on vehicles 2003 and newer and
all ambulances. The deductible is $2,500. The policy period is December 1, 2009-December 1,
2010. The policies are written by Zurich. The policy number is BAP 3730425-06.




 









 










4. Employment Practices Liability





	 	 	Zurich provides a policy that covers Employment Practices Liability. This policy provides
limits of $20 million, excess $5 million self-insured retention. A punitive wrap policy for
these limits is purchased from Hanseatic Insurance Company (Bermuda) Limited. The policy
period is June 1, 2010 to June 1, 2011. The policy is written on a claims-made basis,
retroactive to May 11, 1999 for CHS07 facilities and to June 1, 2003 for Legacy facilities.
The policy numbers are Zurich- EPL 9130847-03 and Hanseatic- HIPD202075.






	 	 	An excess EPL policy is written by Axis. It provides limits of $10 million excess $25
million. A punitive wrap policy for these limits is purchased from Axis Bermuda. Policy
dates are June 1, 2010 to June 1, 2011. The policy is written on a claims-made basis,
retroactive to May 11, 2000 for CHS07 facilities and to June 1, 2003 for CHS facilities.
The policy numbers are Axis- MAN17596/01/2010 and Axis Bermuda- 113606110QA.




5. Property





	 	 	A property policy is purchased to protect CHS affiliates from direct damage to owned/leased
properties. It also provides for the loss of income or increased operating expenses as the
result of a direct damage loss. The property damage portion of the policy is written on a
replacement value basis. Policy limits are $750,000,000. The policy includes a $250
million total earthquake limit for all locations except CA, and those facilities located in
the New Madrid Seismic Zone and the Pacific Northwest Seismic Zone, which have a $25 million
sublimit and a 5% deductible. For “wind locations” there are 3- 5% wind deductibles. There
is a $250 million total flood limit for all facilities not located in a flood plain. For
those in flood plains, the limits and deductibles vary from $100,000-$500,000. All other
deductibles vary (by peril) from $50,000 to $100,000. Terrorism coverage is included. The
policy is written by FM Global with coverage dates of March 1, 2010 — March 1, 2011. The
policy number is JC803.






	 	 	Kentucky River Medical Center, 540 Jetts Drive, Jackson, KY is situated in a flood plain
(zone A) and is eligible for flood coverage through the National Flood Insurance Program
(NFIP). Coverage has been purchased essentially to “buy down” the deductible in the FM
Global policy of $500,000 building and $500,000 contents to a deductible of $5,000.
Valuation of this policy is actual cash value. The policy is written through Hartford
Insurance Company, policy number 01486140002008. The policy period is March 14, 2010 to
March 14, 2011.




6. Fidelity/Crime





	 	 	Crime coverage is purchased for acts of employee dishonesty, forgery or alteration, theft,
disappearance or destruction, robbery and safe burglary, computer fraud, wire transfers, and
money order or counterfeit currency at a limit of $20 million dollars. The crime policy is
provided by National Union Fire Insurance Company with a deductible of




 









 






	 	 	$500,000. The coverage dates are July 25, 2010 to July 25, 2011. The policy number is
025828043.






	 	 	An excess policy is purchased through Zurich with limits of $10 million excess $20 million.
The policy dates are the same. The policy number is FID 9156612 02.




7. Fiduciary Liability





	 	 	A Pension and Welfare Benefit Plan Fiduciaries’ and Administrators’ Liability Insurance
Policy is purchased to cover the administrators of the employee benefit plans. The policy
period is July 25, 2010 to July 25, 2011. This is claims-made coverage. Primary limits are
$10 million combined single limit with a $150,000 deductible for Indemnifiable Loss; $2.5M
Employer Securities Claims. The carrier is Travelers. The policy number is EC03200711.






	 	 	1st excess policy is with XL with limits of $10 million excess $10 million. The
policy number is ELU117891100.






	 	 	2nd excess policy is with RLI with limits of $10 million excess $20 million. The
policy number is EPG0008245.






	 	 	3rd excess policy is with Axis with limits of $10 million excess $30 million.
The policy number is MAN734112012010.






	 	 	4th excess policy is with National Union with limits of $10 million excess $40
million. The policy number is 025890052.






	 	 	Total limits are $50 million.




8. Directors and Officers Insurance and Company Reimbursement Policy





	 	 	CHS’ Directors and Officers Liability insurance policies provide coverage for Corporate
Directors and Officers, members of Hospital Governing Boards, and members of the Physician
Advisory Counsel. The policy period is November 18, 2009 to November 18, 2010. Policy
limits are $100 million and are provided through ten layers of coverage. The primary policy
is written through AIG (National Union) and provides a $10 million limit with a $2.5M SIR.
The policy number is TBD.






	 	 	1st excess policy with limits of $10M excess $10M is provided by Zurich through
policy number TBD.






	 	 	2nd excess policy with limits of $10M excess $20M is provided by Liberty Mutual
through policy number TBD






	 	 	3rd excess policy with limits of $10M excess $30M is provided by XL Specialty
through policy number TBD.




 









 












	 	 	4th excess policy with limits of $10M excess $40M is provided by XL (Bermuda)
through policy number TBD, Side A DIC coverage only.






	 	 	5th excess policy with limits of $10M excess $50M, Side A DIC coverage only, is
provided by Allied World Assurance through policy number TBD.






	 	 	6th excess policy with limits of $10M excess $60M is provided by Axis, Side A DIC
coverage only, with a policy number TBD.






	 	 	7th excess policy with limits of $10M excess $70M is provided by Continental
Casualty, Side A DIC coverage only, through policy number TBD.






	 	 	8th excess policy with limits of $10M excess $80M is provided by Berkley, Side A
DIC coverage only, through policy number TBD.






	 	 	Finally, 9th excess policy with limits of $10M excess $90M, Side A DIC coverage
only, is provided by Chubb through policy number TBD.




9. Environmental Impairment Liability Policy/ Storage Tanks





	 	 	This policy provides payment for damages to personal property, or environmental injury
arising out of environmental impairment from underground & aboveground storage tanks. It
will also pay for clean up resulting from pollution liability arising from said storage
tank. It also provides pollution coverage including incidents involving mold, lead, and
asbestos. The policy period is September 1, 2009 to September 1, 2012. The policy limits
are $5 million per occurrence/$20 million annual aggregate, with a $50,000 deductible. The
carrier is Zurich. The policy number is EPC 6552482-00.




10. Owned & Non-Owned Aviation Liability/ Helipad Liability





	 	 	This policy provides payment for bodily injury and property damage including passengers for
the owned air ambulance helicopter and the 5 CHS leased/owned aircraft. The policy is
provided by Global Aerospace for a liability policy limit of $100,000,000 per occurrence for
the helicopter with a deductible of $10,000 Not in Motion/3% of the Insured Value in Motion
coverage. The policy period is June 11, 2010-June 11, 2011. The policy number is BH
10035634. The policy also provides $100,000,000 limits for the Beech King Air, and
$125,000,000 limits for the three Hawkers and the Citation.






	 	 	A helipad liability policy provides coverage for any helipad premises owned or used by the
facility. The policy is provided by Global Aerospace for a limit of $10,000.000 per
occurrence with a $50,000 deductible for each and every loss. The policy number is BH
10035634. The policy period is June 11, 2010-June 11, 2011.




 









 










11. Employed Physician Professional Liability Insurance





	 	 	Professional liability insurance is procured and maintained for all employed physicians.
The master policy, shared by all of the CHS affiliate employed physicians, is written on a
claims-made basis in the amount of $1,000,000 per occurrence/$3,000,000 in the aggregate, or
limits that meet statutory requirements, for professional medical services provided. This
primary insurance is obtained through Community Insurance Group, SPC, Ltd. The policy
period is June 1, 2010 to June 1, 2011. The policy number is 274/CIG/PHY10. Employed
physicians are insured under the liability policy with Community Insurance Group, SPC, Ltd.
(described in section 1) with limits of $4 million per occurrence, excess of the $1 million
primary policy provided by CIG. The employed physicians are also provided coverage on the
excess liability policies.






	 	 	A number of employed physicians are insured under individual commercial policies purchased
by their employer. These policies have varying effective dates.






 












 





Schedules 3.19(a)

UCC Filing Offices




	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	1.

	 	Centre Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	2.

	 	Foley Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	3.

	 	Fort Payne Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	4.

	 	Greenville Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	5.

	 	QHG of Enterprise, Inc.
	 	Alabama
	 	Secretary of State of the State of Alabama
	6.

	 	QHG of Springdale, Inc.
	 	Alabama
	 	Secretary of State of the State of Alabama
	7.

	 	Payson Hospital Corporation
	 	Arizona
	 	Secretary of State of the State of Arizona
	8.

	 	Forrest City Arkansas Hospital Corporation
	 	Arkansas
	 	Secretary of State of the State of Alabama
	9.

	 	Forrest City Clinic Company, LLC
	 	Arkansas
	 	Secretary of State of the State of Alabama
	10.

	 	Forrest City Hospital Corporation
	 	Arkansas
	 	Secretary of State of the State of Alabama
	11.

	 	MCSA, L.L.C.
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	12.

	 	Phillips Hospital Corporation
	 	Arkansas
	 	Secretary of State of the State of Alabama
	13.

	 	Triad-El Dorado, Inc.
	 	Arkansas
	 	Secretary of State of the State of Alabama
	14.

	 	Abilene Hospital, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	15.

	 	Abilene Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	16.

	 	Arizone DH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	17.

	 	Berwick Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	18.

	 	BH Trans Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	19.

	 	Birmingham Holdings II, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	20.

	 	Birmingham Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	21.

	 	Bluefield Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	22.

	 	Bluefield Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	23.

	 	Bluffton Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	24.

	 	Brownwood Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	25.

	 	Brownwood Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	26.

	 	Carlsbad Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	27.

	 	CHHS Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	28.

	 	CHS Kentucky Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	29.

	 	CHS Pennsylvania Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	30.

	 	CHS Virginia Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	31.

	 	CHS Washington Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	32.

	 	Claremore Reginal Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	33.

	 	Clarksville Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	34.

	 	Cleveland Regional Medical Center, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	35.

	 	Cleveland Tennessee Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	36.

	 	College Station Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	37.

	 	College Station Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	38.

	 	College Station Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	39.

	 	Community GP Corp.
	 	Delaware
	 	Secretary of State of the State of Delaware
	40.

	 	Community Health Investment Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	41.

	 	Community Health Systems, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	42.

	 	Community LP Corp.
	 	Delaware
	 	Secretary of State of the State of Delaware
	43.

	 	CP Hospital GP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	44.

	 	CPLP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	45.

	 	Crestwood Hospital LP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	46.

	 	Crestwood Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	47.

	 	CSMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	48.

	 	CSRA Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	49.

	 	Deaconess Holdings,LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	50.

	 	Deaconess Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	51.

	 	Desert Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	52.

	 	Detar Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	53.

	 	DHFW Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	54.

	 	DHSC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	55.

	 	Dukes Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	56.

	 	Fallbrook Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	57.

	 	Gadsden Regional Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	58.

	 	GRMC Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	59.

	 	Hallmark Healthcare Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	60.

	 	Hobbs Medco, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	61.

	 	Hospital of Barstow, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	62.

	 	Kirksville Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	63.

	 	Lancaster Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	64.

	 	Las Cruces Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	65.

	 	Lea Regional Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	66.

	 	Longview Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	67.

	 	LRH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	68.

	 	Lutheran Health Network of Indiana, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	69.

	 	Massillon Community Health System LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	70.

	 	Massillon Health System LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	71.

	 	Massillon Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	72.

	 	McKenzie Tennessee Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	73.

	 	Medical Center of Brownwood, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	74.

	 	Merger Legacy Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	75.

	 	MMC of Nevada, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	76.

	 	Moberly Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	77.

	 	MWMC Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	78.

	 	National Healthcare of Leesville, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	79.

	 	National Healthcare of Mt. Vernon, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	80.

	 	National Healthcare of Newport, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	81.

	 	Navarro Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	82.

	 	Navarro Regional, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	83.

	 	Northampton Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	84.

	 	Northwest Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	85.

	 	NOV Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	86.

	 	NRH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	87.

	 	Oro Valley Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	88.

	 	Palmer-Wasilla Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	89.

	 	Pennsylvania Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	90.

	 	Pennsylvania Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	91.

	 	Phoenixville Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	92.

	 	Pottstown Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	93.

	 	QHG Georgia Holdings II, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	94.

	 	QHG of Bluffton Company, LLC.
	 	Delaware
	 	Secretary of State of the State of Delaware
	95.

	 	QHG of Fort Wayne Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	96.

	 	QHG of Warsaw Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	97.

	 	Quorum Health Resources, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	98.

	 	Regional Hospital of Longview, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	99.

	 	Ruston Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	100.

	 	SACMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	101.

	 	San Angelo Community Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	102.

	 	San Angelo Medical, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	103.

	 	Siloam Springs Arkansas Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	104.

	 	Siloam Springs Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	105.

	 	Southern Texas Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	106.

	 	Spokane Valley Washington Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	107.

	 	Spokane Washington Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	108.

	 	Tennyson Holdings, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	109.

	 	Triad Healthcare Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	110.

	 	Triad Holdings III, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	111.

	 	Triad Holdings IV, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	112.

	 	Triad Holdings V, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	113.

	 	Triad Nevada Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	114.

	 	Triad of Alabama, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	115.

	 	Triad of Oregon, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	116.

	 	Triad-Denton Hospital GP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	117.

	 	Triad-Denton Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	118.

	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	119.

	 	Trian-ARMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	120.

	 	VHC Medical
	 	Delaware
	 	Secretary of State of the State of Delaware
	121.

	 	Vicksburg Healthcare, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	122.

	 	Victoria Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	123.

	 	Victoria of Texas, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	124.

	 	Warren Ohio Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	125.

	 	Warren Ohio Rehab Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	126.

	 	Watsonville Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	127.

	 	Webb Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	128.

	 	Webb Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	129.

	 	Wesley Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	130.

	 	West Grove Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	131.

	 	WHMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	132.

	 	Wilkes-Barre Behavioral Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	133.

	 	Wilkes-Barre Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	134.

	 	Wilkes-Barre Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	135.

	 	Women & Children’s Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	136.

	 	Woodland Heights Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	137.

	 	Woodward Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	138.

	 	Youngstown Ohio Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	139.

	 	QHG Georgia Holdings, Inc.
	 	Georgia
	 	Office of the Clerk of any Superior Court
	140.

	 	QHG Georgia, LP
	 	Georgia
	 	Office of the Clerk of any Superior Court
	141.

	 	Anna Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	142.

	 	Galesburg Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	143.

	 	Granite City Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	144.

	 	Granite City Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	145.

	 	Marion Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	146.

	 	Red Bud Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	147.

	 	Red Bud Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	148.

	 	Waukegan Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	149.

	 	Waukegan Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	150.

	 	Frankfort Health Partner, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	151.

	 	QHG of Clinton County, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	152.

	 	Hospital of Fulton, Inc.
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	153.

	 	Hospital of Louisa, Inc.
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	154.

	 	Jackson Hospital Corporation
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	155.

	 	Ruston Louisiana Hospital Company, LLC
	 	Louisiana
	 	Recorder of Mortgages of Orleans Parish or Clerk of Court of any other parish
	156.

	 	QHG of Forrest County, Inc.
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	157.

	 	QHG of Hattiesburg, Inc.
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	158.

	 	River Region Medical Corporation
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	159.

	 	NC-DSH, LLC
	 	Nevada
	 	Secretary of State of the State of Nevada
	160.

	 	Salem Hospital Corporation
	 	New Jersey
	 	New Jersey Department of Treasury/Division of Revenue
	161.

	 	Deming Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	162.

	 	Roswell Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico
	163.

	 	San Miguel Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico
	164.

	 	Williamston Hospital Corporation
	 	North Carolina
	 	Secretary of State of the State of North Carolina
	165.

	 	QHG of Barberton, Inc.
	 	Ohio
	 	Secretary of State of the State of Ohio
	166.

	 	QHG of Massillon, Inc.
	 	Ohio
	 	Secretary of State of the State of Ohio
	167.

	 	Kay County Hospital Corporation
	 	Oklahoma
	 	Secretary of State of the State of Oklahoma
	168.

	 	Kay County Oklahoma Hospital Company, LLC
	 	Oklahoma
	 	Secretary of State of the State of Oklahoma
	169.

	 	SouthCrest, L.L.C.
	 	Oklahoma
	 	County Clerk of Oklahoma County
	170.

	 	Triad-South Tulsa Hospital Company, Inc.
	 	Oklahoma
	 	County Clerk of Oklahoma County
	171.

	 	Clinton Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	172.

	 	Coatesville Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	173.

	 	QHG of South Carolina, Inc.
	 	South Carolina
	 	Secretary of State of the State of South Carolina
	174.

	 	QHG of Spartanburg, Inc.
	 	South Carolina
	 	Secretary of State of the State of South Carolina
	175.

	 	Browsville Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	176.

	 	Cleveland Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	177.

	 	Dyersburg Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	178.

	 	Hospital of Morristown, Inc.
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	179.

	 	Jackson Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	180.

	 	Lakeway Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	181.

	 	Lexington Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	182.

	 	Martin Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	183.

	 	McNairy Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	184.

	 	Shelbyville Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	185.

	 	Big Bend Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	186.

	 	Big Spring Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	187.

	 	Granbury Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	188.

	 	Jourdanton Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	189.

	 	Weatherford Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	190.

	 	Weatherford Texas Hospital Company, LLC
	 	Texas
	 	Secretary of State of the State of Texas
	191.

	 	Tooele Hospital Corporation
	 	Utah
	 	Division of Corporations and Commercial Code
	192.

	 	Emporia Hospital Corporation
	 	Virginia
	 	State Corporation Commission






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	193.

	 	Franklin Hospital Corporation
	 	Virginia
	 	State Corporation Commission
	194.

	 	Russell County Medical Center, Inc.
	 	Virginia
	 	State Corporation Commission
	195.

	 	Virginia Hospital Company, LLC
	 	Virginia
	 	State Corporation Commission
	196.

	 	Oak Hill Hospital Corporation
	 	West Virginia
	 	Secretary of State of the State of West Virginia
	197.

	 	Evanston Hospital Corporation
	 	Wyoming
	 	Secretary of State of the State of Wyoming







 











 





Schedule 3.19(c)

Mortgage Filing Offices




	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	DeKalb Regional Medical Center

	 	Fort Payne Hospital Corporation (AL)
	200 Medical Center Drive
	 	 
	P.O. Box 680778
	 	 
	Fort Payne, AL 35968 (Dekalb)
	 	 
	 
	 	 
	Flowers Hospital

	 	Triad of Alabama, LLC (DE)
	4370 West Main Street
	 	 
	Dothan, AL 36305 (Houston)
	 	 
	 
	 	 
	Gadsden Regional Medical Center

	 	Gadsden Regional Medical Center, LLC (DE)
	1007 Goodyear Avenue
	 	 
	Gadsden, AL 35903 (Etowah)
	 	 
	 
	 	 
	Medical Center Enterprise

	 	QHG of Enterprise, Inc. (AL)
	400 North Edwards St.
	 	 
	Enterprise, AL 36330 (Coffee)
	 	 
	 
	 	 
	Northwest Hospital

	 	Northwest Hospital, LLC (DE)
	6200 N. LaCholla Blvd.
	 	 
	Tucson, AZ 85755 (Pima)
	 	 
	 
	 	 
	Northwest Hospital Oro Valley

	 	Oro Valley Hospital, LLC (DE)
	1551 E. Tangerine Rd.
	 	 
	Oro Valley, AZ 85755 (Pima)
	 	 
	 
	 	 
	Watsonville Community Hospital

	 	Watsonville Hospital Corporation (DE)
	75 Nielson Street
	 	 
	Watsonville, CA 95076 (Santa Cruz)
	 	 
	 
	 	 
	Galesburg Cottage Hospital

	 	Galesburg Hospital Corporation (IL)
	695 N. Kellogg St.
	 	 
	Galesburg, IL 61401 (Knox)
	 	 
	 
	 	 
	Gateway Regional Medical Center

	 	Granite City Illinois Hospital Company, LLC (IL)
	2100 Madison Avenue
	 	 
	Granite City, IL 62040 (Madison)
	 	 
	 
	 	 
	Heartland Regional Medical Center

	 	Marion Hospital Corporation (IL)
	3333 West DeYoung
	 	 
	Marion, IL 62959 (Williamson)
	 	 
	 
	 	 
	Vista Medical Center (includes East and West)

	 	Waukegan Illinois Hospital Company, LLC (IL)
	1324 N. Sheridan Road
	 	 
	Waukegan, IL 60085 (Lake)
	 	 






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Bluffton Regional Medical Center

	 	Bluffton Health System, LLC (DE)
	303 South Main Street
	 	 
	Bluffton, IN 46714 (Wells)
	 	 
	 
	 	 
	Dukes Memorial Hospital

	 	Dukes Health System, LLC (DE)
	275 W. 12th Street
	 	 
	Peru, IN 46970 (Miami)
	 	 
	 
	 	 
	Women and Children’s Hospital

	 	Women and Children’s Hospital, LLC (DE)
	4200 Nelson Road
	 	 
	Lake Charles, LA 70605 (Calcasieu)
	 	 
	 
	 	 
	River Region Health System

	 	Vicksburg Healthcare, LLC (DE)
	2100 Highway 61 North/1111 N.
	 	 
	Frontage Road
	 	 
	Vicksburg, MS 39183 (Warren)
	 	 
	 
	 	 
	Wesley Medical Center

	 	Wesley Health System, Inc. (DE)
	5001 Hardy Street
	 	 
	Hattiesburg, MS 39402 (Lamar)
	 	 
	 
	 	 
	Moberly Regional Medical Center

	 	Moberly Hospital Company, LLC (DE)
	1515 Union Avenue
	 	 
	Moberly, MO 65270 (Randolph)
	 	 
	 
	 	 
	Mesa View Regional Hospital

	 	MMC of Nevada, LLC (DE)
	1299 Bertha Howe Avenue
	 	 
	Mesquite, NV 89027 (Clark)
	 	 
	 
	 	 
	The Memorial Hospital of Salem County

	 	Salem Hospital Corporation (NJ)
	310 Woodstown Road
	 	 
	Salem, NJ 08079 (Salem)
	 	 
	 
	 	 
	Alta Vista Regional Hospital

	 	San Miguel Hospital Corporation (NM)
	104 Legion Drive
	 	 
	Las Vegas, NM 87701 (San Miguel)
	 	 
	 
	 	 
	Carlsbad Medical Center

	 	Carlsbad Medical Center, LLC (DE)
	2430 West Pierce
	 	 
	Carlsbad, NM 88220 (Eddy)
	 	 
	 
	 	 
	Eastern New Mexico Medical Center

	 	Roswell Hospital Corporation (NM)
	405 West Country Club Road
	 	 
	Roswell, NM 88201 (Chaves)
	 	 
	 
	 	 
	Lea Regional Medical Center

	 	Lea Regional Hospital, LLC (DE)
	5419 N. Lovington Highway
	 	 
	Hobbs, NM 88240 (Lea)
	 	 
	 
	 	 
	MountainView Regional Medical Center

	 	Las Cruces Medical Center, LLC (DE)
	4311 East Lohman Avenue
	 	 
	Las Cruces, NM 88011 (Dona Ana)
	 	 






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Affinity Medical Center8

	 	DHSC, LLC (DE)
	875 Eighth Street NE
	 	 
	Massillon, OH 44646 (Stark)
	 	 
	 
	 	 
	Hillside Rehabilitation Hospital9

	 	Warren Ohio Rehab Hospital Company, LLC (DE)
	8747 Squires Lane NE
	 	 
	Warren, OH 44484 (Trumbull)
	 	 
	 
	 	 
	Northside Medical Center10

	 	Youngstown Ohio Hospital Company, LLC (DE)
	500 Gypsy Lane
	 	 
	Youngstown, OH 44501 (Trumbull and Mahoning)
	 	 
	 
	 	 
	Trumbull Memorial Hospital11

	 	Warren Ohio Hospital Company, LLC (DE)
	1350 East Market Street
	 	 
	Warren, OH 44482 (Trumbull)
	 	 
	 
	 	 
	Claremore Regional Hospital

	 	Claremore Regional Hospital, LLC (DE)
	1202 N. Muskogee Place
	 	 
	Claremore, OK 74017 (Rogers)
	 	 
	 
	 	 
	Ponca City Medical Center

	 	Kay County Oklahoma Hospital Company, LLC (OK)
	1900 North 14th Street
	 	 
	Ponca City, OK 74601 (Kay)
	 	 
	 
	 	 
	SouthCrest Hospital

	 	SouthCrest, L.L.C. (DE)
	8801 South 101st East Ave.
	 	 
	Tulsa, OK 74133 (Tulsa)
	 	 
	 
	 	 
	Berwick Hospital Center

	 	Berwick Hospital Company, LLC (DE)
	701 East 16th Street
	 	 
	Berwick, PA 18603 (Columbia)
	 	 
	 
	 	 
	Brandywine Hospital

	 	Coatesville Hospital Corporation (PA)
	201 Reeceville Rd.
	 	 
	Coatesville, PA 19320 (Chester)
	 	 
	 
	 	 
	Easton Hospital

	 	Northampton Hospital Company, LLC (DE)
	250 South 21st Street
	 	 
	Easton, PA 18042-3892 (Northampton)
	 	 
	 
	 	 
	Jennersville Regional Hospital

	 	West Grove Hospital Company, LLC (DE)
	1015 West Baltimore Pike
	 	 
	West Grove, PA 19390 (Chester)
	 	 








 




			
	8	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	9	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	10	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	11	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.





 









 





	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Lock Haven Hospital

	 	Clinton Hospital Corporation (PA)
	24 Cree Drive
	 	 
	Lock Haven, PA 17745-2699 (Washington)
	 	 
	 
	 	 
	Phoenixville Hospital

	 	Phoenixville Hospital Company, LLC (DE)
	140 Nutt Road
	 	 
	Phoenixville, PA 19460 (Chester)
	 	 
	 
	 	 
	Pottstown Memorial Medical Center

	 	Pottstown Hospital Company, LLC (DE)
	1600 East High Street
	 	 
	Pottstown, PA 19464 (Montgomery)
	 	 
	 
	 	 
	Wilkes-Barre General Hospital

	 	Wilkes-Barre Hospital Company, LLC (DE)
	575 North River Street

	 	Wilkes-Barre Behavioral Hospital Company, LLC (DE)
	Wilkes-Barre, PA 18764 (Luzerne and Wyoming)

	 	 
	 
	 	 
	Carolinas Hospital System

	 	QHG of South Carolina, Inc. (SC)
	805 Pamplico Highway
	 	 
	Florence, SC 29505 (Florence)
	 	 
	 
	 	 
	Marion Regional Hospital

	 	QHG of South Carolina, Inc. (SC)
	2829 East Highway 76
	 	 
	Mullins, SC 29574 (Marion and Horry)
	 	 
	 
	 	 
	Springs Memorial Hospital

	 	Lancaster Hospital Corporation (DE)
	800 W. Meeting Street
	 	 
	Lancaster, SC 29720 (Lancaster)
	 	 
	 
	 	 
	Dyersburg Regional Medical Center

	 	Dyersburg Hospital Corporation (TN)
	400 Tickle Street
	 	 
	Dyersburg, TN 38024 (Dyer)
	 	 
	 
	 	 
	Lakeway Regional Hospital

	 	Hospital of Morristown, Inc. (TN)
	726 McFarland Street
	 	 
	Morristown, TN 37814 (Hamblen)
	 	 
	 
	 	 
	SkyRidge Medical Center (includes Cleveland)

	 	National Healthcare of Cleveland, Inc. (TN)
	2305 Chambliss Avenue
	 	 
	Cleveland, TN 37320 (Bradley)
	 	 
	 
	 	 
	Volunteer Community Hospital

	 	Martin Hospital Corporation (TN)
	161 Mt. Pelia Road
	 	 
	Martin, TN 38237 (Weakley)
	 	 
	 
	 	 
	College Station Medical Center

	 	College Station Hospital, L.P. (DE)
	1604 Rock Prairie
	 	 
	College Station, TX 77845 (Brazos)
	 	 
	 
	 	 
	DeTar Hospital Navarro

	 	Victoria of Texas, L.P. (DE)
	506 E. San Antonio Street
	 	 
	Victoria, TX 77901 (Victoria)
	 	 






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	DeTar Hospital North

	 	Victoria of Texas, L.P. (DE)
	101 Medical Drive
	 	 
	Victoria, TX 77904 (Victoria)
	 	 
	 
	 	 
	Scenic Mountain Medical Center

	 	Big Spring Hospital Corporation (TX)
	1601 West Eleventh Place
	 	 
	Big Spring, TX 79720 (Howard)
	 	 
	 
	 	 
	South Texas Regional Medical Center

	 	Jourdanton Hospital Corporation (TX)
	1905 Highway 97 E
	 	 
	Jourdanton, TX 78026 (Atascosa)
	 	 
	 
	 	 
	Mountain West Medical Center

	 	Tooele Hospital Corporation (UT)
	2055 N. Main
	 	 
	Tooele, UT 84074-2794 (Tooele)
	 	 
	 
	 	 
	Southern Virginia Regional Medical Center

	 	Emporia Hospital Corporation (VA)
	727 North Main Street
	 	 
	Emporia, VA 23847 (Greensville)
	 	 
	 
	 	 
	Southampton Memorial Hospital

	 	Franklin Hospital Corporation (VA)
	100 Fairview Drive
	 	 
	Franklin, VA 23851 (Southampton)
	 	 
	 
	 	 
	Deaconess Medical Center

	 	Spokane Washington Hospital Company, LLC (DE)
	800 West Fifth Avenue
	 	 
	Spokane, WA 99204 (Spokane)
	 	 
	 
	 	 
	Valley Hospital and Medical Center

	 	Spokane Valley Washington Hospital Company (DE)
	12606 East Mission
	 	 
	Spokane Valley, WA 99216 (Spokane)
	 	 
	 
	 	 
	Bluefield Regional Medical Center

	 	Bluefield Hospital Company, LLC (DE)
	500 Cherry Street
	 	 
	Bluefield, WV 24701 (Mercer)
	 	 
	 
	 	 
	Northwest Medical Center of Benton County12

	 	QHG of Springdale, Inc. (AR)
	3000 Medical Center Pkwy.
	 	 
	Bentonville, AR 72712 (Benton)
	 	 
	 
	 	 
	Regional Hospital of Jackson13

	 	Jackson, Tennessee Hospital Company, LLC (TN)
	367 Hospital Blvd.
	 	 
	Jackson, TN 38305 (Madison)
	 	 
	 
	 	 
	Greenbrier Valley Medical Center14

	 	Greenbrier VMC, LLC (DE)
	202 Maplewood Avenue
	 	 
	Ronceverte, WV 24970 (Greenbrier)
	 	 








 




			
	12	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.
	 
	13	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.
	 
	14	 	This mortgage is in the process of being released.
It should be released by December 31, 2010.





 









 





Schedule 3.21

Collective Bargaining Agreements




	 	 	 	 	 	 	 
	 	 	 	 	Agreement	 	 
	City, State	 	Union/	 	Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Watsonville, CA


Watsonville Community Hospital

	 	“CalTech” California Technical
Employees Coalition
	 	1/31/10; currently in negotiations
	 	LVNs, Radiology Technicians, Respiratory Care
Practitioners, Physical Therapy Assistants, Nuclear
Medicine Technologists and Cardiovascular Technologists
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“C.N.A.”

California Nurses Association
	 	3/31/10; currently in negotiations
	 	Registered Nurses
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“S.E.I.U.”,

United Healthcare Workers
	 	7/31/09; currently in negotiations
	 	Service and Maintenance Employees
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“S.E.I.U.”,

United Healthcare Workers
	 	7/31/09; currently in negotiations
	 	Professional Employees (Clinical Laboratory Scientists)
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	Teamsters Local 912
	 	4/30/10; currently in negotiations
	 	Office and Clerical (HIM, Business Office, Registration)
	 
	 	 	 	 	 	 
	Easton, PA


Easton Hospital

	 	“U.I.U.”

United Independent Union, Local 2
	 	6/1/13
	 	Two separate agreements—One agreement covering
Registered Nurses and a separate Agreement covering
Licensed Practical Nurses
	 
	 	 	 	 	 	 
	Pottstown, PA


Potttstown Memorial Medical Center

	 	District 1199P S.E.I.U.
	 	8/31/12
	 	Virtually all nonexempt employees, excluding RNs
	 
	 	 	 	 	 	 
	Palmer, Alaska


MatSu Regional Medical Center

	 	I.B.E.W.

Local 1547
	 	2/28/11
	 	Virtually all nonexempt employees, excluding RNs






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Agreement	 	 
	City, State	 	Union/	 	Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Springfield, Oregon


McKenzie Willamette Medical Center

	 	Oregon Nurses Association
	 	12/31/10
	 	RNs and LPNs
	 
	 	 	 	 	 	 
	Springfield, Oregon


McKenzie Willamette Medical Center

	 	S.E.I.U.

Local 49
	 	6/30/10; currently in negotiations
	 	Virtually all nonexempt employees, excluding RNs
	 
	 	 	 	 	 	 
	Spokane , WA


Deaconess Medical Center

	 	SMEA

Spokane Medical Engineers’ Association
	 	2/28/10; currently in negotiations
	 	Plant Maintenance Engineers and Biomedical Engineers
	 
	 	 	 	 	 	 
	Spokane , WA


Deaconess Medical Center

	 	S.E.I.U.

1199NW

“Service”
	 	5/1/13
	 	Service and Clerical employees
	 
	 	 	 	 	 	 
	Spokane , WA


Deaconess Medical Center

	 	S.E.I.U.

1199NW

“Technical”
	 	8/1/13
	 	Technical employees, including, OR Techs, OB Techs,
Radiology, Cardiovascular Techs, Respiratory
Therapists, Echo Technologists, Nuclear Medicine
Technicians, LVNs
	 
	 	 	 	 	 	 
	Spokane , WA


Valley Hospital and Medical Center

	 	S.E.I.U.

1199NW

“RN”
	 	1/1/13
	 	RNs only
	 
	 	 	 	 	 	 
	Spokane , WA


Valley Hospital and Medical Center

	 	S.E.I.U.

1199NW

“Service”
	 	5/1/13
	 	Service and Clerical employees
	 
	 	 	 	 	 	 
	Spokane , WA


Valley Hospital and Medical Center

	 	S.E.I.U.

1199NW

“Technical”
	 	8/1/13
	 	Technical employees, including, OR Techs, OB Techs,
Radiology, Cardiovascular Techs, Respiratory
Therapists, Echo Technologists, Nuclear Medicine
Technicians, LVNs
	 
	 	 	 	 	 	 
	Wilkes-Barre, PA


Wilkes- Barre General Hospital

	 	P.A.S.N.A.P.
	 	7/1/09; currently in negotiations
	 	RNs






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Agreement	 	 
	City, State	 	Union/	 	Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Youngstown/Warren,
Ohio


Forum Health
Hillside Hospital

	 	O.N.A.

Ohio Nurses Association
	 	7/31/11
	 	RNs
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Northside Hospital

	 	O.N.A.

Ohio Nurses Association
	 	7/31/11
	 	RNs
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Trumbull County Hospital

	 	S.E.I.U.

“Professional”
	 	3/31/12
	 	Medical Technologists (Lab, Blood Bank, etc.), Lab
Section Heads, Clinical Dietitian, Medical Social
Worker, Physical Therapist, Staff/Lead Pharmacist, all
other professional employees excluding RNs
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Trumbull County Hospital

	 	S.E.I.U.

“Technical”
	 	3/31/12
	 	Radiology Tech, CT Tech, Ultrasound Tech, CV Tech,
Special Procedures Tech, Surgery Tech, LPN
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Northside Hospital

	 	S.E.I.U.

“Technical”
	 	3/31/12
	 	Radiology Tech, CT Tech, Ultrasound Tech, CV Tech,
Special Procedures Tech, Mammography Tech, Oncology
Tech
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Trumbull Hospital
Patient Financial Services

	 	S.E.I.U.

“Support/

Business Office”
	 	3/31/12
	 	Accountant, Accounting Clerk. Business Office and IS
Clerks, Mail Clerks
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Trumbull County Hospital

	 	AFSCME

“Trumbull RN”
	 	10/31/12
	 	RNs






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Agreement	 	 
	City, State	 	Union/	 	Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Youngstown/Warren,
Ohio


Forum Health
Trumbull County Hospital

	 	AFSCME

“Trumbull

Non-professional”
	 	3/31/13
	 	Service, Maintenance and Clerical, Pharmacy Techs, MLT
and Medical Technologist, PT Assistant, OT Aides, OR
Techs etc.
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Hillside Hospital

	 	AFSCME

“Hillside

Non-professional”
	 	3/31/13
	 	Service, Maintenance and Clerical, LPNs, Pharmacy
Techs, MLT and Medical Technologist, PT Assistant, OT
Aides, OR Techs etc.
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Northside Hospital

	 	S.E.I.U.

“Non-professional Unit”


“WRCS Basic Unit”
	 	3/31/14
	 	Service, Maintenance and Clerical, LPNs, Pharmacy
Techs, Unit Clerks, Surgical Assistant, etc.
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Northside Hospital

	 	S.E.I.U.

“Professional”
	 	3/31/15
	 	Medical Technologists (Lab, Blood Bank, etc.), Lab
Section Heads, Clinical Dietitian, Medical Social
Worker, Physical Therapist, Staff/Lead Pharmacist, all
other professional employees excluding RNs
	 
	 	 	 	 	 	 
	Youngstown/Warren,
Ohio


Forum Health
Outreach Lab

	 	S.E.I.U.

“Non-Professional”
	 	10/31/14
	 	Phlebotomists, Clerical






 









 




ADDITIONAL FACILITIES WITH ORGANIZED LABOR PRESENCE, BUT NO CBA




	 	 	 	 	 
	 	 	Union/	 	 
	City, State Facility	 	Affiliation	 	Type of Employees in “Unit”
	Jackson, KY


Kentucky River
Medical Center

	 	United Steelworkers of America, AFL-CIO


Negotiations suspended pending N.L.R.B. proceedings
	 	Virtually all non-exempt employees, excluding Office Clerical employees
	 
	 	 	 	 
	Las Vegas, NM


Alta Vista Regional Medical Center

	 	National Union of Hospital and Healthcare employees,
District 1199NM


Certification of Union is the subject of a “Petition for Review”
filed in the U. S. Court of Appeals for the D. C. Circuit
	 	Virtually all non-exempt employees, excluding physicians
	 
	 	 	 	 
	Deming, NM


Mimbres Memorial Hospital

	 	United Steelworkers of America, AFL-CIO


Union has abandoned representation of employees in N.L.R.B.
proceedings since 2007
	 	Virtually all non-exempt employees, excluding RN’s











 














 





Schedule 6.01

Existing Indebtedness




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding	 
	 	 	Corporate Debt	 	 
	 	 	 	 
	1	 	 
	 	 	 	 	 	 
	2	 	 	 	Northwestern Mutual Mortgage (Corporate HQ)
	 	 	23,435	 
	 	 	 	 	 
	 	 	 
	3	 	 	 	Total Corporate Debt
	 	 	23,435	 
	 	 	 	 	 
	 	 	 	 
	 	 	Equipment Leases	 	 
	 	 	 	 
	4	 	Blue Ridge, GA	 	Equipment Leases
	 	 	1,783	 
	5	 	Cheraw, SC	 	Equipment Leases
	 	 	6	 
	6	 	Decatur, IL	 	Equipment Leases
	 	 	83	 
	7	 	Farmington, MO	 	Equipment Leases
	 	 	224	 
	8	 	Fulton, KY	 	Equipment Leases
	 	 	8,000	 
	9	 	Galesburg, IL	 	Equipment Leases
	 	 	13	 
	10	 	Granbury, TX	 	Equipment Leases
	 	 	667	 
	11	 	Granite City, IL	 	Equipment Leases
	 	 	(4	)
	12	 	Las Vegas, NM	 	Equipment Leases
	 	 	49	 
	13	 	Lexington, TN	 	Equipment Leases
	 	 	27	 
	14	 	Morristown, TN	 	Equipment Leases
	 	 	109	 
	15	 	Petersburg, VA	 	Equipment Leases
	 	 	6,455	 
	16	 	Philadelphia, PA	 	Equipment Leases
	 	 	444	 
	17	 	Roswell, NM	 	Equipment Leases
	 	 	736	 
	18	 	Ruston, LA	 	Equipment Leases
	 	 	(11	)






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding	 
	19	 	Salem, NJ	 	Equipment Leases
	 	 	(22	)
	20	 	Salem, NJ	 	Equipment Leases
	 	 	80	 
	21	 	Shelbyville, TN	 	Equipment Leases
	 	 	3,317	 
	22	 	Sparta, TN	 	Equipment Leases
	 	 	17	 
	23	 	Sunbury, PA	 	Equipment Leases
	 	 	473	 
	24	 	Valporaiso, IN	 	Equipment Leases
	 	 	1,296	 
	25	 	Watsonville, CA	 	Equipment Leases
	 	 	72	 
	13	 	Weatherford, TX	 	Equipment Leases
	 	 	136	 
	27	 	Wichita Falls, TX	 	Equipment Leases
	 	 	9	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total Equipment Leases
	 	 	23,956	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding	 
	28	 	Berwick, PA	 	Physician Loans
	 	 	81	 
	29	 	Big Springs, TX	 	Physician Loans
	 	 	73	 
	30	 	Blue Ridge, GA	 	Physician Loans
	 	 	15	 
	31	 	Bullhead City, AZ	 	Physician Loans
	 	 	38	 
	32	 	Cheraw, SC	 	Physician Loans
	 	 	26	 
	33	 	Cleveland, TN	 	Physician Loans
	 	 	7	 
	34	 	Cleveland, TX	 	Physician Loans
	 	 	61	 
	35	 	Coatesville, PA	 	Physician Loans
	 	 	85	 
	36	 	Crestview, FL	 	Physician Loans
	 	 	59	 
	37	 	Cullman, AL	 	Physician Loans
	 	 	64	 
	38	 	Decatur, AL	 	Physician Loans
	 	 	11	 
	39	 	Dyersburg, TN	 	Physician Loans
	 	 	10	 
	40	 	Easton, PA	 	Physician Loans
	 	 	23	 
	41	 	Fallbrook, CA	 	Physician Loans
	 	 	69	 
	42	 	Foley, AL	 	Physician Loans
	 	 	72	 
	43	 	Franklin, VA	 	Physician Loans
	 	 	4	 
	44	 	Granbury, TX	 	Physician Loans
	 	 	56	 
	45	 	Hartselle, AL	 	Physician Loans
	 	 	27	 
	46	 	Helena, AR	 	Physician Loans
	 	 	27	 
	47	 	Hillsboro, TX	 	Physician Loans
	 	 	60	 
	48	 	Jourdanton, TX	 	Physician Loans
	 	 	31	 
	49	 	Kirksville, MO	 	Physician Loans
	 	 	66	 
	50	 	Lake Wales, FL	 	Physician Loans
	 	 	3	 
	51	 	Lancaster, SC	 	Physician Loans
	 	 	72	 
	52	 	Laredo, TX	 	Physician Loans
	 	 	8	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding	 
	53	 	Las Vegas, NM	 	Physician Loans
	 	 	27	 
	54	 	Lebanon, VA	 	Physician Loans
	 	 	1	 
	55	 	Leesville, LA	 	Physician Loans
	 	 	26	 
	56	 	Louisa, KY	 	Physician Loans
	 	 	143	 
	57	 	Moberly, MO	 	Physician Loans
	 	 	23	 
	58	 	Payson, AZ	 	Physician Loans
	 	 	116	 
	59	 	Petersburg, VA	 	Physician Loans
	 	 	31	 
	60	 	Philadelphia, PA	 	Physician Loans
	 	 	0	 
	61	 	Plaquemine, LA	 	Physician Loans
	 	 	73	 
	79	 	Pottstown, PA	 	Physician Loans
	 	 	75	 
	80	 	Roswell, NM	 	Physician Loans
	 	 	54	 
	81	 	Salem, NJ	 	Physician Loans
	 	 	26	 
	82	 	Selmer, TN	 	Physician Loans
	 	 	60	 
	83	 	Tooele, UT	 	Physician Loans
	 	 	12	 
	84	 	Watsonville, CA	 	Physician Loans
	 	 	6	 
	85	 	Weatherford, TX	 	Physician Loans
	 	 	42	 
	86	 	West Grove, PA	 	Physician Loans
	 	 	15	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	Total Physician Loans
	 	 	1,488	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding	 
	 	 	Other Debt	 	 
	 	 	 	 
	87	 	Granite City, IL	 	Other Facility Debt
	 	 	(126	)
	88	 	Granite City, IL	 	Other Facility Debt
	 	 	126	 
	89	 	Granite City, IL	 	Bank Notes
	 	 	280	 
	90	 	Corporate	 	Other Corporate Debt
	 	 	8,810	 
	91	 	Lockhaven, PA	 	Patient Funds Liability
	 	 	20	 
	92	 	Salem, NJ	 	Other Facility Debt
	 	 	(45,591	)
	93	 	Salem, NJ	 	Other Facility Debt
	 	 	45,591	 
	94	 	Salem, NJ	 	Sovereign Bank Notes
	 	 	9	 
	 	 	 	 	 
	 	 	 
	95	 	 	 	Total Other
	 	 	9,118	 
	 	 	 	 	 
	 	 	 
	96	 	 	 	Total Facility Debt
	 	 	57,997	 
	 	 	 	 	 
	 	 	 







 




			
	*	 	Debt aggregated by major type per facility.




 









 










Triad

Schedule 6.01: Existing Indebtedness




	 	 	 	 	 

	Capital Leases
	 	 	 	 
	St. Mary’s Regional Medical Center
	 	 	81,498	 
	Dukes Memorial Hospital
	 	 	1,948	 
	Dukes Memorial Hospital
	 	 	51,578	 
	Dukes Memorial Hospital
	 	 	14,303	 
	Triad Corporate Offices
	 	 	170,370	 
	Massillon Hospital
	 	 	5,542	 
	Augusta Hospital, LLC
	 	 	5,907	 
	Willamette Community Medical Group
	 	 	3,758,073	 
	 
	 	 	 
	Subtotal
	 	 	4,089,219	 
	 
	 	 	 	 
	Other Debt
	 	 	 	 
	Gadsden Regional Medical Center
	 	 	353,489	 
	River Regional Medical Center
	 	 	209,003	 
	Woodward Regional Hospital
	 	 	648,241	 
	Massillon Hospital
	 	 	4,341,705	 
	Massillon Hospital
	 	 	328,529	 
	 
	 	 	 
	Subtotal
	 	 	5,880,967	 
	 
	Total Capital Leases and Other Debt
	 	 	9,970,186	 
	 
	 
	 	 	 	 
	Patient Loan Programs
	 	 	 	 
	HELP
	 	 	14,098,676	 
	AccessOne
	 	 	4,822,644	 
	Tower
	 	 	4,173,028	 
	Barberton
	 	 	318,889	 
	CB&T
	 	 	89,779	 
	 
	 	 	 
	Subtotal
	 	 	23,503,016	 






 









 






	 	 	 	 	 

	Other Guarantees
	 	 	 	 
	Medical Imaging
	 	 	 	 
	Capitalized lease
	 	 	77,277	 
	Other debt
	 	 	1,701,753	 
	Fort Wayne Cardiac Ctr, LLC Capital lease
	 	 	784,004	 
	San Angelo Surgery Center Equipment note
	 	 	346,028	 
	Term loan
	 	 	272,384	 
	Line of Credit commitment
	 	 	154,007	 
	 
	 	 	 
	Subtotal
	 	 	3,335,453	 






 









 






Schedule 6.02

Existing Liens




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	DATE	 	COLLATERAL
	Jackson Hospital Corporation
f/k/a Kentucky River Medical
Center, Inc.


155 Franklin Road

Brentwood, TN 37027

	 	National Health
Investors, Inc.


100 Vine Street

Murfreesboro, TN 37130
	 	State of Kentucky
	 	UCC-1
	 	2001-1736257-34

11/26/2001


Continuation:

07/19/2006
	 	Security interest
in all accounts,
equipment, building
materials, ledgers,
and proceeds from
the collateral
including insurance
proceeds, now owned
or arising from the
debtor’s leasehold
interest,
ownership, and
operation of
Kentucky River
Medical Center
located at Jetts
Drive, Jackson, KY.
	 
	 	 	 	 	 	 	 	 	 	 
	National Healthcare of Mt.
Vernon, Inc.


155 Franklin Rd., Suite 400

Brentwood, TN 37027-4600

	 	National Health
Investors, Inc.


100 E. Vine Street

Murfreesboro, TN 37130
	 	Secretary of State, DE
	 	UCC-1
	 	4051389 7

02/11/2004
	 	To the extent that
they are attached
to the Land
(Schedule 1), the
landlord has
security interest
in all accounts,
accounts
receivable, chattel
paper, and other
receivables;
security interest
in central
supplies, linen and
other inventories;
beds, towels,
televisions, and
other equipments.
(UCC references
Crossroads
Community
Hospital).
	 
	 	 	 	 	 	 	 	 	 	 
	Cleveland Regional Medical
Center, L.P.


c/o Dynamic Health, Inc.

2049 Century Park East,

Suite 3330

Los Angeles, CA 90067


	 	AHP of Texas


c/o American Health

Properties, Inc.

6400 South Fiddler’s

Green Circle, #1800

Englewood, CO 80111

	 	Secretary of State, DE
	 	UCC-1
	 	9403554

03/15/1994



Continuation:

01/28/1999

02/27/2004
	 	All accounts,
equipment and
auxiliary parts,
accessories,
medicines, medical
supplies, office
supplies, other
inventory supplies,
fixtures, core
receivables,
deposits, fidelity
and performance
bonds, books and
records, and
insurance proceeds.
(Refers to
Security and Pledge
Agreement between
Cleveland Regional
Medical Center,
L.P. and AHP of
Texas dated as of
12/31/1999).






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	DATE	 	COLLATERAL
	CHS Community Health
Systems, Inc.


155 Franklin Road

Brentwood, TN 37027


	 	Fleet Capital Leasing
Healthcare Finance (a
division of Fleet
Business Credit, LLC)


299 Cherry Hill Road
Parsippany, NJ 07054
	 	Secretary of State, DE
	 	UCC-1
	 	3035792 4

02/10/2003
	 	Any property
financed under
Master Lease No.
2598 including
medical equipment,
office furniture
and equipment,
computer equipment,
telecommunications
equipment,
video/audio
equipment, and
other support
systems and
equipments.
	 
	 	 	 	 	 	 	 	 	 	 
	Cleveland Regional Medical
Center, L.P.


155 Franklin Road

Brentwood, TN 37027


Additional debtor:

Chesterfield/Marlboro, L.P.


155 Franklin Road

Brentwood, TN 37027

	 	Texas HCP Holding, L.P.,
a Delaware limited
partnership


3760 Kilroy Airport Way,

Suite 300

Long Beach, CA 90806


Additional secured party:

HCPI Trust, a Maryland

Real Estate Investment
Trust


3760 Kilroy Airport Way,

Suite 300

Long Beach, CA 90806
	 	Secretary of State, DE
	 	UCC-1
	 	5200794 7

06/29/2005
	 	All machinery,
furniture and
equipment,
inventory,
supplies, accounts
related to and
other personal
property used or
useful in the use
of the health care
facilities located
n the real property
related to (i)
Cleveland Facility,
Liberty County,
Texas, (ii) Cheraw
Facility,
Chesterfield
County, South
Carolina, and (iii)
Bennettsville
Facility, Marlboro
County, South
Carolina.
	 
	 	 	 	 	 	 	 	 	 	 
	Cleveland Regional Medical
Center, L.P.


155 Franklin Road

Brentwood, TN 37027


Additional debtor:

Chesterfield/Marlboro, L.P.


155 Franklin Road

Brentwood, TN 37027

	 	Texas HCP Holding, L.P.,
a Delaware limited
partnership


3760 Kilroy Airport Way,

Suite 300 

Long Beach, CA 90806


Additional secured party:

HCPI Trust, a Maryland

Real Estate Investment
Trust


3760 Kilroy Airport Way,

Suite 300

Long Beach, CA 90806
	 	Secretary of State, DE
	 	UCC-1
	 	5200787 1

06/29/2005
	 	All improvements,
related rights and
fixtures, and
personal property,
tangible or
intangible and any
additions to,
substitutions for,
changes in, or
replacements of the
whole or any part
thereof, including
all buildings,
structures,
Fixtures and other
improvements
related to (i)
Cleveland Facility,
Liberty County,
Texas, (ii) Cheraw
Facility,
Chesterfield
County, South
Carolina, and (iii)
Bennettsville
Facility, Marlboro
County, South
Carolina.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	DATE	 	COLLATERAL
	Granbury Hospital Corporation



155 Franklin Road

Brentwood, TN 37027

	 	Fleet Capital Leasing
Healthcare Finance (a
division of Fleet
Business Credit, LLC)


299 Cherry Hill Road
Parsippany, NJ 07054
	 	Texas
	 	UCC-1
	 	02-0011105858

11/30/2001


Continuation:

10/03/2006
	 	Any property
financed under
Master Lease No.
2278 including
medical equipment,
office furniture
and equipment,
computer equipment,
telecommunications
equipment,
video/audio
equipment, and
other support
systems and
equipments.
	 
	 	 	 	 	 	 	 	 	 	 
	Boyer Evanston Medical
Office Building, L.C.


90 South 400 West, Suite 200

Salt Lake City, UT 84101


Additional debtor:

Evanston Hospital Corporation


196 Arrowhead Drive

Evanston, WY 82930


	 	Prudential Mortgage

Capital Company, LLC


Four Embarcadero Center,

27th Floor

San Francisco, CA 94111


Fully assigned to

(09/26/2005):

Prudential Mortgage

Capital Funding, LLC 


100 Mulberry Street,

GC4, 9th Floor

Newark, NJ 07102
	 	Utah
	 	UCC-1
	 	2005-26506023

09/15/2005
	 	All improvements,
related rights and
fixtures, and
personal property,
tangible or
intangible and any
additions to,
substitutions for,
changes in, or
replacements of the
whole or any part
thereof, including
all buildings,
structures,
Fixtures and other
improvements
related to (i)
Evanston Medical
Office Building
Addition
(References PMCC
Loan No. TTMLS
406105518).
	 
	 	 	 	 	 	 	 	 	 	 
	Carlsbad Medical Center, LLC


c/o Triad Hospital, Inc.

13455 Noel Road

Suite 2000 

Dallas, TX 20815

	 	General Electric Capital
Corporation


2 Wisconsin Circle,

Suite 400

Chevy Chase, MD 20815
	 	Secretary of State, DE
	 	UCC-1
	 	2294460 5

11/22/2002
	 	Rents, income,
receipts, revenues,
issues, profits,
and prepayments
that are attached
to the real
property described
in Exhibit A (a
parcel of land
related to the
Guadalupe Medical
Center Subdivision,
New Mexico);
accounts, contract
rights, general
intangibles,
chattel paper,
documents,
instruments,
deposit accounts,
letter of credit
rights, commercial
tort claims and all
books and records,
to the extent they
pertain to the
Leases or Rents of
the real property;
all proceeds,
products,
replacements,
additions,
substitutions,
renewals and
accessions of and
to the Leases and
Rents.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	DATE	 	COLLATERAL
	Massillon Heath System LLC


400 Austin Ave. NW

Massillon, OH 44645


Additional debtor:

Doctors Hospital of Stark
County


400 Austin Ave. NW

Massillon, OH 44645

	 	H.E.L.P. Financial
Corporation


765 Wing Street

Auburn Hills, MI 48170
	 	Massillon Health
System LLC:

Secretary of State,
DE


Doctors Hospital of
Stark County: OH
	 	UCC-1
	 	3302348 1

11/18/2003
	 	Patient loans,
whether installment
or revolving,
evidenced by a
revolving credit
agreement or other
loan agreement, in
which the debtor is
the lender, and
which are assigned
to the secured
party.






 









 





Schedule 6.04(h)

Certain Permitted Acquisitions





	1.	 	Spokane, Washington (Empire Health Services)




 









 











Schedule 6.05(b)

Certain Syndication Transactions





	1.	 	Wesley Health System, LLC (Hattiesburg, MS)
	 
	2.	 	Piney Woods Healthcare System, L.P. (Lufkin, TAX) (second offering)
	 
	3.	 	McKenzie-Willamette Regional Medical Center Associates, LLC (Springfield, OR) (supplemental
offering)
	 
	4.	 	NOV Holdings, LLC (Tucson, AZ — 2 hospitals)
	 
	5.	 	Kay County Oklahoma Hospital Company, LLC (Ponca City, OK)
	 
	6.	 	Petersburg Hospital Company, LLC (Petersburg, VA)
	 
	7.	 	Laredo-Texas Hospital Company, LLC (Laredo, TX) (second offering)
	 
	8.	 	Northwest Indiana Health System, LLC (Valpraiso, IN)
	 
	9.	 	National Healthcare of Mt. Vernon, Inc. (Crossroads Community)
	 
	10.	 	Coatesville, PA
	 
	11.	 	Westgrove, PA
	 
	12.	 	Easton, PA
	 
	13.	 	Salem, NJ
	 
	14.	 	Abilene, TX
	 
	15.	 	Las Cruces, NM
	 
	16.	 	Victoria, TX
	 
	17.	 	Ft. Wayne, IN (Lutheran)




 









 











Schedule 6.07

Certain Affiliate Transactions



None.







 









 








EXHIBIT A




FORM OF



CHS/COMMUNITY HEALTH SYSTEMS, INC.



ADMINISTRATIVE QUESTIONNAIRE


Please accurately complete the following information and return via Fax to the attention of Agency
Administration at Credit Suisse AG as soon as possible, at Fax No. (212) 322-2291.



LENDER LEGAL NAME TO APPEAR IN DOCUMENTATION:



GENERAL INFORMATION — DOMESTIC LENDING OFFICE:



Institution Name:




 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 





GENERAL INFORMATION — EURODOLLAR LENDING OFFICE:




	 	 	 

	Institution Name:
	 	 
	 

	 	 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 





POST-CLOSING, ONGOING CREDIT CONTACTS/NOTIFICATION METHODS:



CREDIT CONTACTS:




	 	 	 

	Primary Contact:
	 	 
	 

	 	 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 





	 	 	 

	Phone Number:
	 	 
	 

	 	 





	 	 	 

	Fax Number:
	 	 
	 

	 	 





	 	 	 

	Backup Contact:
	 	 
	 

	 	 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 





 









 





	 	 	 

	Phone Number:
	 	 
	 

	 	 





	 	 	 

	Fax Number:
	 	 
	 

	 	 





TAX WITHHOLDING:




          United States Person
                                
                       
Y          
N                                 
(as defined in Section 7701(a)(30) of the Code)




          Enclose Form W-8 or W-9, as applicable



	 	 	 	 	 

	          Tax ID Number 

	 	 	 	 
	 

	 	 	 	 





POST-CLOSING, ONGOING ADMIN. CONTACTS / NOTIFICATION METHODS:



ADMINISTRATIVE CONTACTS — BORROWINGS, PAYDOWNS, FEES, ETC.




	 	 	 

	Contact:
	 	 
	 

	 	 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 





	 	 	 

	Phone Number:
	 	 
	 

	 	 





	 	 	 

	Fax Number:
	 	 
	 

	 	 




PAYMENT INSTRUCTIONS:




	 	 	 

	Name of Bank to which funds are to be transferred:
	 	 
	 

	 	 





 





	 	 	 

	Routing Transit/ABA number of Bank to which funds are to be transferred:
	 	 
	 

	 	 





	 	 	 

	Name of Account, if applicable:
	 	 
	 

	 	 





	 	 	 

	Account Number:
	 	 
	 

	 	 





	 	 	 

	Additional information:
	 	 
	 

	 	 





 





MAILINGS:



Please specify the person to whom the Borrower should send financial and compliance information
received subsequent to the closing (if different from primary credit contact):







 









 








	 	 	 

	Name:
	 	 
	 

	 	 





	 	 	 

	Street Address:
	 	 
	 

	 	 





	 	 	 

	City, State, Zip Code:
	 	 
	 

	 	 




It is very important that all the above information be accurately completed and that
this questionnaire be returned to the person specified in the introductory paragraph of this
questionnaire as soon as possible. If there is someone other than yourself who should receive this
questionnaire, please notify us of that person’s name and Fax number and we will Fax a copy of the
questionnaire. If you have any questions about this form, please call Agency Administration at
Credit Suisse AG.









 









 








EXHIBIT B




FORM OF




ASSIGNMENT AND ACCEPTANCE



     Reference is made to the Credit Agreement dated as of July 25, 2007, as amended and restated
as of November 5, 2010 (as further amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among CHS/Community Health Systems, Inc., a Delaware corporation
(the “Borrower”), Community Health Systems, Inc. (“Parent”), a Delaware corporation, the Lenders
(as defined in Article I of the Credit Agreement), and Credit Suisse AG, as administrative agent
(in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders. Terms
defined in the Credit Agreement are used herein with the same meanings.



     1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective
Date set forth below (but not prior to the registration of the information contained herein in the
Register pursuant to Section 9.04(d) of the Credit Agreement), the interests set forth below (the
“Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the
other Loan Documents, including, without limitation, the amounts and percentages set forth below of
(i) the Commitments of the Assignor on the Effective Date and (ii) the Loans owing to the Assignor
which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes
and agrees to be bound by all the representations, warranties and agreements set forth in
Section 9.04(c) of the Credit Agreement, a copy of which has been received by each such party.
From and after the Effective Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents
and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.



     2. This Assignment and Acceptance is being delivered to the Administrative Agent together
with (i) if the Assignee is organized under the laws of a jurisdiction outside the United States,
any forms referred to in Section 2.20(e) of the Credit Agreement, duly completed and executed by
such Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, a completed
Administrative Questionnaire and (iii) unless waived or reduced in the sole discretion of the
Administrative Agent, a processing and recordation fee of $3,500.15





 




			
	15	 	Only one such fee shall be payable in the
case of concurrent assignments to persons that, after giving effect to such
assignments, will be Related Funds.




 









 










     3. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.


Date of Assignment:



Legal Name of Assignor (“Assignor”):



Legal Name of Assignee (“Assignee”):



Assignee’s Address for Notices:



Effective Date of Assignment (“Effective Date”):




	 	 	 	 	 
	 	 	 	 	Percentage of Loans/Commitments
	 	 	 	 	of the applicable Class Assigned
	 	 	 	 	(set forth, to at least 8 decimals, as
	Class of	 	 	 	a percentage of the aggregate
	Loans/Commitments	 	Principal Amount	 	Loans and Commitments, of the
	Assigned	 	Assigned	 	applicable Class, of all Lenders)
	 
	 	 
	 	 
	 
	 	$
	 	%
	 
	 	$
	 	%






[Remainder of Page Intentionally Left Blank]








 









 









Accepted



	 	 	 	 	 
	 	CREDIT SUISSE AG, as Administrative Agent[, Swingline Lender and Issuing Bank],16

 	 
	 	     by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	       	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[CHS/COMMUNITY HEALTH SYTEMS, INC.],

 	 
	 	     by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	]17 	 
	 
	 	[COMMUNITY HEALTH SYSTEMS, INC.],

 	 
	 	     by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 





 




			
	16	 	Consent of Swingline Lender and Issuing Bank
only required in the case of an assignment of a Revolving Credit Commitment.
	 
	17	 	Consent of the Borrower is only required in
the case of an assignment of a Revolving Credit Commitment; provided, that the
consent of the Borrower shall not be required for any assignment (a) made to
another Lender, an Affiliate of a Lender or a Related Fund of a Lender or (b)
after the occurrence and during the continuance of any Event of Default.






 









 





The terms set forth above are

hereby agreed to:




	 	 	 	 	 
	 	                    
                    
                    , as Assignor,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	                    
                    
                    , as Assignee,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT C




FORM OF




BORROWING REQUEST


Credit Suisse AG, as Administrative Agent for




     the Lenders referred to below,




Eleven Madison Avenue




New York, New York 10010




Attention: Agency Group




[DATE]18




Ladies and Gentlemen:




     The undersigned, CHS/Community Health Systems, Inc., a Delaware corporation, (the “Borrower”),
refers to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5,
2010 (as further amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, Community Health Systems, Inc., a Delaware corporation,
the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative
agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement. The Borrower hereby gives the Administrative Agent notice
pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit
Agreement, and in connection therewith sets forth below the terms on which such Borrowing is
requested to be made:




	(A)	 	Type of Borrowing19                     
	 
	(B)	 	Date of Borrowing20                     
	 
	(C)	 	Account Number and Location                     
	 
	(D)	 	Principal Amount of Borrowing                     







 




			
	18	 	The Administrative Agent must be notified
irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later
than 12:00 (noon) (New York City time), three Business Days before a proposed
Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon)
(New York City time), one Business Day before a proposed Borrowing, in each
case to be confirmed promptly by hand delivery or fax of a Borrowing Request to
the Administrative Agent.
	 
	19	 	Specify whether such Borrowing is to be a
Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is
to be a Eurodollar Borrowing or an ABR Borrowing.
	 
	20	 	Date of Borrowing must be a Business Day.





 









 






	(E)	 	Interest Period21                     





     The Borrower shall indemnify each Lender against any loss or expense that such Lender may
sustain or incur as a consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of
the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan,
or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other
than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be
made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or
continuation of such Loan) not being made after notice of such Loan shall have been given by the
Borrower hereunder (any of the events referred to in this paragraph being called a “Breakage
Event”) or (b) any default in the making of any payment or prepayment of any Eurodollar Loan
required to be made hereunder. In the case of any Breakage Event, such loss shall include an
amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining
funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the
date of such Breakage Event to the last day of the Interest Period in effect (or that would have
been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender
in redeploying the funds released or not utilized by reason of such Breakage Event for such period.
A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to
receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive
absent manifest error.



     The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,
on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to
lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement have been
satisfied.



	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.,

 	 
	 	     by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	21	 	If such Borrowing is to be a Eurodollar
Borrowing, specify the Interest Period with respect thereto.




 









 










EXHIBIT D




 




MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT

AND FINANCING STATEMENT



From



[NAME OF MORTGAGOR]



To



CREDIT SUISSE AG



 





Dated:                     , 2010

Premises: [City], [State]

                     County



 





 





 









 






THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of                     , 20[•] (this “Mortgage”),
by [           ], a [           ] corporation, having an office at [           ] (the
“Mortgagor”), to CREDIT SUISSE AG, a bank organized under the laws of
Switzerland, having an office at Eleven Madison Avenue, New York, New York
10010 (the “Mortgagee”) as Collateral Agent for the Secured Parties (as
such terms are defined below).



WITNESSETH THAT:




     Reference is made to (i) the Credit Agreement dated as of July 25, 2007, as amended and
restated as of November 5, 2010 (as further amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among CHS/Community Health Systems, Inc., a Delaware
corporation (the “Borrower”), Community Health Systems, Inc., a Delaware corporation (“Parent”),
the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG as administrative
agent (the “Administrative Agent”) for the Lenders, collateral agent (the “Collateral Agent”) for
the Secured Parties, swingline lender (the “Swingline Lender”) and issuing bank (the “Issuing
Bank”) with respect to any letters of credit (the “Letters of Credit”) issued pursuant to the terms
of the Credit Agreement and (ii) the Guarantee and Collateral Agreement dated as of July 25, 2007,
as amended and restated as of November 5, 2010 (as further amended, supplemented or otherwise
modified from time to time, the “Guarantee and Collateral Agreement”) among Parent, the Borrower,
the Subsidiaries identified therein and the Collateral Agent. Capitalized terms used but not
defined herein have the meanings given to them in the Credit Agreement and the Guarantee and
Collateral Agreement.



     In the Credit Agreement, (i) the Lenders have agreed to make term loans (the “Term Loans”) and
revolving loans (the “Revolving Loans”) to the Borrower, (ii) the Swingline Lender has agreed to
make swingline loans (the “Swingline Loans”, together with Term Loans and Revolving Loans, the
“Loans”) to the Borrower and (iii) the Issuing Bank has issued or agreed to issue from time to time
Letters of Credit for the account of the Borrower, in each case pursuant to, upon the terms, and
subject to the conditions specified in, the Credit Agreement. Amounts paid in respect of Term
Loans may not be reborrowed. Subject to the terms of the Credit Agreement, Borrower may borrow,
prepay and reborrow Revolving Loans.



     Mortgagor is a wholly-owned direct or indirect Subsidiary of the Borrower and will derive
substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of
Credit by the Issuing Bank. In order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit, the Mortgagor has agreed to guarantee, among other things, the due and
punctual payment and performance of all of the obligations of the Borrower under the Credit
Agreement pursuant to the terms of the Guarantee and Collateral Agreement.



 









 





     The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit are conditioned upon, among other things, the execution and delivery by the Mortgagor of
this Mortgage in the form hereof to secure the Obligations.



     As used in this Mortgage, the term “Secured Parties” shall mean (a) the Lenders, (b) the
Administrative Agent, (c) the Collateral Agent, (d) any Issuing Bank, (e) each counterparty to any
Hedging Agreement with a Loan Party that either (i) is in effect on the Closing Date if such
counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a
Lender as of the Closing Date or (ii) is entered into after the Closing Date if such counterparty
is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender at
the time such Hedging Agreement is entered into, (f) each counterparty to any arrangement with
Parent, the Borrower or any Subsidiary Guarantor in respect of Cash Management Obligations in
effect on the Closing Date or entered into after the Closing Date, (g) the beneficiaries of each
indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the
successors and assigns of each of the foregoing.



     Pursuant to the requirements of the Credit Agreement, the Mortgagor is granting this Mortgage
to create a lien on and a security interest in the Mortgaged Property (as hereinafter defined) to
secure the performance and payment by the Mortgagor of the Obligations. The Credit Agreement also
requires the granting by other Loan Parties of mortgages, deeds of trust and/or deeds to secure
debt (the “Other Mortgages”) that create liens on and security interests in certain real and
personal property other than the Mortgaged Property to secure the performance of the Obligations.



Granting Clauses




     NOW, THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and punctual
payment and performance of the Obligations for the benefit of the Secured Parties, Mortgagor hereby
grants, conveys, mortgages, assigns and pledges to the Mortgagee, a mortgage lien on and a security
interest in, all the following described property (the “Mortgaged Property”) whether now owned or
held or hereafter acquired:




     (1) the land more particularly described on Exhibit A hereto (the “Land”), together
with all rights appurtenant thereto, including the easements over certain other adjoining
land granted by any easement agreements, covenant or restrictive agreements and all air
rights, mineral rights, water rights, oil and gas rights and development rights, if any,
relating thereto, and also together with all of the other easements, rights, privileges,
interests, hereditaments and appurtenances thereunto belonging or in any way appertaining
and all of the estate, right, title, interest, claim or demand whatsoever of Mortgagor
therein and in the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired (the “Premises”);




     (2) all buildings, improvements, structures, paving, parking areas, walkways and
landscaping now or hereafter erected or located upon the Land, and all fixtures of every
kind and type affixed to the Premises or attached to or forming part of any



 









 







structures, buildings or improvements and replacements thereof now or hereafter
erected or located upon the Land (the “Improvements”);




     (3) all apparatus, movable appliances, building materials, equipment, fittings,
furnishings, furniture, machinery and other articles of tangible personal property of every
kind and nature, and replacements thereof, now or at any time hereafter placed upon or used
in any way in connection with the use, enjoyment, occupancy or operation of the
Improvements or the Premises, including all of Mortgagor’s books and records relating
thereto and including all pumps, tanks, goods, machinery, tools, equipment, lifts
(including fire sprinklers and alarm systems, fire prevention or control systems, cleaning
rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring, water,
loading, unloading, lighting, power, sanitation, waste removal, entertainment,
communications, computers, recreational, window or structural, maintenance, truck or car
repair and all other equipment of every kind), restaurant, bar and all other indoor or
outdoor furniture (including tables, chairs, booths, serving stands, planters, desks,
sofas, racks, shelves, lockers and cabinets), bar equipment, glasses, cutlery, uniforms,
linens, memorabilia and other decorative items, furnishings, appliances, supplies,
inventory, rugs, carpets and other floor coverings, draperies, drapery rods and brackets,
awnings, venetian blinds, partitions, chandeliers and other lighting fixtures, freezers,
refrigerators, walk-in coolers, signs (indoor and outdoor), computer systems, cash
registers and inventory control systems, and all other apparatus, equipment, furniture,
furnishings, and articles used in connection with the use or operation of the Improvements
or the Premises, it being understood that the enumeration of any specific articles of
property shall in no way result in or be held to exclude any items of property not
specifically mentioned (the property referred to in this subparagraph (3), the “Personal
Property”);




     (4) all general intangibles owned by Mortgagor and relating to design, development,
operation, management and use of the Premises or the Improvements, all certificates of
occupancy, zoning variances, building, use or other permits, approvals, authorizations and
consents obtained from and all materials prepared for filing or filed with any governmental
agency in connection with the development, use, operation or management of the Premises and
Improvements, all construction, service, engineering, consulting, leasing, architectural
and other similar contracts concerning the design, construction, management, operation,
occupancy and/or use of the Premises and Improvements, all architectural drawings, plans,
specifications, soil tests, feasibility studies, appraisals, environmental studies,
engineering reports and similar materials relating to any portion of or all of the Premises
and Improvements, and all payment and performance bonds or warranties or guarantees
relating to the Premises or the Improvements, all to the extent assignable (the “Permits,
Plans and Warranties”);




     (5) all now or hereafter existing leases or licenses (under which Mortgagor is
landlord or licensor) and subleases (under which Mortgagor is sublandlord), concession,
management, mineral or other agreements of a similar kind that permit the use or occupancy
of the Premises or the Improvements for any purpose in return for any payment, or the
extraction or taking of any gas, oil, water or other minerals



 









 







from the Premises in return for payment of any fee, rent or royalty (collectively,
“Leases”), and all agreements or contracts for the sale or other disposition of all or any
part of the Premises or the Improvements, now or hereafter entered into by Mortgagor,
together with all charges, fees, income, issues, profits, receipts, rents, revenues or
royalties payable thereunder (“Rents”);




     (6) all real estate tax refunds and all proceeds of the conversion, voluntary or
involuntary, of any of the Mortgaged Property into cash or liquidated claims (“Proceeds”),
including Proceeds of insurance maintained by the Mortgagor and condemnation awards, any
awards that may become due by reason of the taking by eminent domain or any transfer in
lieu thereof of the whole or any part of the Premises or Improvements or any rights
appurtenant thereto, and any awards for change of grade of streets, together with any and
all moneys now or hereafter on deposit for the payment of real estate taxes, assessments or
common area charges levied against the Mortgaged Property, unearned premiums on policies of
fire and other insurance maintained by the Mortgagor covering any interest in the Mortgaged
Property or required by the Credit Agreement; and




     (7) all extensions, improvements, betterments, renewals, substitutes and replacements
of and all additions and appurtenances to, the Land, the Premises, the Improvements, the
Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired
by or released to the Mortgagor or constructed, assembled or placed by the Mortgagor on the
Land, the Premises or the Improvements, and all conversions of the security constituted
thereby, immediately upon such acquisition, release, construction, assembling, placement or
conversion, as the case may be, and in each such case, without any further mortgage, deed
of trust, conveyance, assignment or other act by the Mortgagor, all of which shall become
subject to the lien of this Mortgage as fully and completely, and with the same effect, as
though now owned by the Mortgagor and specifically described herein.



     TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, for
the ratable benefit of the Secured Parties, forever, subject only to the Liens set forth in Section
6.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in
Sections 6.02(h), (i) and (l) of the Credit Agreement and to satisfaction and release as provided
in Section 3.04.



ARTICLE I




Representations, Warranties and Covenants of Mortgagor



     Mortgagor agrees, covenants, represents and/or warrants as follows:



     SECTION
1.01. Title, Mortgage Lien. (a) Mortgagor has good and marketable fee
simple title to the Mortgaged Property, subject only to the Liens set forth in Section 6.02 of the
Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in Sections
6.02(h), (i) and (l) of the Credit Agreement.



 









 





     (b) The execution and delivery of this Mortgage is within Mortgagor’s corporate powers and
has been duly authorized by all necessary corporate and, if required, stockholder action. This
Mortgage has been duly executed and delivered by Mortgagor and constitutes a legal, valid and
binding obligation of Mortgagor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



     (c) The execution, delivery and recordation of this Mortgage (i) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and except filings
necessary to perfect the lien of this Mortgage, (ii) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of Mortgagor or any order of
any Governmental Authority, (iii) will not violate or result in a default under any indenture,
agreement or other instrument binding upon Mortgagor or its assets, or give rise to a right
thereunder to require any payment to be made by Mortgagor, and (iv) will not result in the creation
or imposition of any Lien on any asset of Mortgagor, except the lien of this Mortgage.



     (d) This Mortgage and the Uniform Commercial Code Financing Statements described in Section
1.09 of this Mortgage, when duly recorded in the public records will create a valid, perfected and
enforceable lien upon and security interest in all of the Mortgaged Property.



     (e) Mortgagor will forever warrant and defend its title to the Mortgaged Property, the rights
of Mortgagee therein under this Mortgage and the validity and priority of the lien of this Mortgage
thereon against the claims of all persons and parties except those having rights under the Liens
set forth in Section 6.02 of the Credit Agreement to the extent of those rights.



     SECTION
1.02. Credit Agreement. This Mortgage is given pursuant to the Credit
Agreement. Mortgagor expressly covenants and agrees to pay when due, and to timely perform, and to
cause the other Loan Parties to pay when due, and to timely perform, the Obligations in accordance
with their terms.



     SECTION
1.03. Payment of Taxes, and Other Obligations. (a) Mortgagor will pay and
discharge from time to time prior to the time when the same shall become delinquent, and before any
interest or penalty accrues thereon or attaches thereto, all Taxes and other obligations with
respect to the Mortgaged Property or any part thereof or upon the Rents from the Mortgaged Property
or arising in respect of the occupancy, use or possession thereof in accordance with, and to the
extent required by, the Credit Agreement.



     (b) In the event of the passage of any state, Federal, municipal or other governmental law,
order, rule or regulation subsequent to the date hereof (i) deducting from the value of real
property for the purpose of taxation any lien or encumbrance thereon or in any manner changing or
modifying the laws now in force governing the taxation of this Mortgage or debts secured by
mortgages or deeds of trust (other than laws governing income, franchise and similar taxes
generally) or the manner of collecting taxes thereon and (ii) imposing a tax



 









 




to be paid by Mortgagee, either directly or indirectly, on this Mortgage or any of the Loan
Documents, or requiring an amount of taxes to be withheld or deducted therefrom, Mortgagor will
promptly (i) notify Mortgagee of such event, (ii) enter into such further instruments as Mortgagee
may determine are reasonably necessary or desirable to obligate Mortgagor to make any additional
payments necessary to put the Lenders and Secured Parties in the same financial position they would
have been if such law, order, rule or regulation had not been passed and (iii) make such additional
payments to Mortgagee for the benefit of the Lenders and Secured Parties.




     SECTION
1.04. Maintenance of Mortgaged Property. Mortgagor will maintain the
Improvements and the Personal Property in the manner required by the Credit Agreement.



     SECTION
1.05. Insurance. Mortgagor will keep or cause to be kept the Improvements
and Personal Property insured against such risks, and in the manner, described in Section 4.03(l)
of the Guarantee and Collateral Agreement and shall purchase such additional insurance as may be
required from time to time pursuant to Section 5.02 of the Credit Agreement. Federal Emergency
Management Agency Standard Flood Hazard Determination Forms will be purchased by Mortgagor for each
Mortgaged Property on which Improvements are located. If any portion of Improvements constituting
part of the Mortgaged Property is located in an area identified as a special flood hazard area by
Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood
insurance in an amount reasonably satisfactory to Mortgagee, but in no event less than the maximum
limit of coverage available under the National Flood Insurance Act of 1968, as amended.



     SECTION
1.06. Casualty Condemnation/Eminent Domain. Mortgagor shall give Mortgagee
prompt written notice of any casualty or other damage to the Mortgaged Property or any proceeding
for the taking of the Mortgaged Property or any portion thereof or interest therein under power of
eminent domain or by condemnation or any similar proceeding in accordance with, and to the extent
required by, the Credit Agreement. Any Net Cash Proceeds received by or on behalf of the Mortgagor
in respect of any such casualty, damage or taking shall constitute trust funds held by the
Mortgagor for the benefit of the Secured Parties to be applied to repair, restore or replace the
Mortgaged Property or, if a prepayment event shall occur with respect to any such Net Cash
Proceeds, to be applied in accordance with the Credit Agreement.



     SECTION
1.07. Assignment of Leases and Rents. (a) Mortgagor hereby irrevocably
and absolutely grants, transfers and assigns all of its right title and interest in all Leases,
together with any and all extensions and renewals thereof for purposes of securing and discharging
the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any
assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable
thereunder to anyone other than Mortgagee.



     (b) Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, all Leases
shall be subordinate to the lien of this Mortgage. Except for those Leases set forth in Section
6.02(l) of the Credit Agreement, Mortgagor will not enter into, modify or amend any



 









 




Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien
of this Mortgage.




     (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of
Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease
heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment
establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all
Leases to Mortgagee and not merely to grant a security interest therein. Subject to
Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking
possession of any of the Mortgaged Property personally or by receiver as provided herein) operate
the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property
to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole
discretion, determine, and may collect and have the benefit of all of said Rents arising from or
accruing at any time thereafter or that may thereafter become due under any Lease.



     (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will
not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the
Rents accruing under any Lease; but after the happening and during the continuance of any Event of
Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises
and Improvements through its officers, agents, employees or attorneys for such purpose and for the
operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each
tenant, if any, and each successor, if any, to the interest of any tenant under any Lease,
respectively, to rely upon any notice of an Event of Default sent by Mortgagee to any such tenant
or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without
any obligation or right to inquire as to whether an Event of Default actually exists and even if
some notice to the contrary is received from the Mortgagor, who shall have no right or claim
against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each
tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent,
attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents
to Mortgagor only after such tenant or any of their successors in interest shall have received
written notice from Mortgagee (such notice to promptly be sent by Mortgagee once an Event of
Default is no longer occurring) that the Event of Default is no longer continuing, unless and until
a further notice of an Event of Default is given by Mortgagee to such tenant or any of its
successors in interest.



     (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take
actual possession of the Mortgaged Property. In addition, Mortgagee shall not be responsible or
liable for performing any of the obligations of the landlord under any Lease, for any waste by any
tenant, or others, for any dangerous or defective conditions of any of the Mortgaged Property, for
negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any
other act or omission by any other person.



     (f) Mortgagor shall furnish to Mortgagee, within 30 days after a request by Mortgagee to do
so, a written statement containing the names of all tenants, subtenants and



 









 




concessionaires of the Premises or Improvements, the terms of any Lease, the space occupied
and the rentals and/or other amounts payable thereunder.




     SECTION
1.08. Restrictions on Transfers and Encumbrances. Mortgagor shall not
directly or indirectly sell, convey, divest, alienate, assign, lease, sublease, license, mortgage,
pledge, encumber or otherwise transfer, create, consent to or suffer the creation of any lien,
charge or other form of encumbrance upon any interest in or any part of the Mortgaged Property
(other than resulting from a condemnation), or engage in any common, cooperative, joint,
time-sharing or other congregate ownership of all or part thereof, except in each case in
accordance with and to the extent permitted by the Credit Agreement; provided, that
Mortgagor may, in the ordinary course of business and in accordance with reasonable commercial
standards, enter into easement or covenant agreements that relate to and/or benefit the operation
of the Mortgaged Property and that do not materially and adversely affect the value, use or
operation of the Mortgaged Property. If any of the foregoing transfers or encumbrances results in
an event requiring prepayment of the Loans in accordance with the terms of the Credit Agreement,
any Net Cash Proceeds received by or on behalf of the Mortgagor in respect thereof shall constitute
trust funds to be held by the Mortgagor for the benefit of the Secured Parties and applied in
accordance with the Credit Agreement.



     SECTION
1.09. Security Agreement. This Mortgage is both a mortgage of real
property and a grant of a security interest in personal property, and shall constitute and serve as
a “Security Agreement” within the meaning of the uniform commercial code as adopted in the state
wherein the Premises are located (“UCC”). Mortgagor has hereby granted unto Mortgagee a security
interest in and to all the Mortgaged Property described in this Mortgage that is not real property,
and simultaneously with the recording of this Mortgage, Mortgagor has filed or will file UCC
financing statements, and will file continuation statements prior to the lapse thereof, at the
appropriate offices in the jurisdiction of formation of the Mortgagor to perfect the security
interest granted by this Mortgage in all the Mortgaged Property that is not real property.
Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for
Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and
to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform
each and every act and thing reasonably requisite and necessary to be done to perfect the security
interest contemplated by the preceding sentence. Mortgagee shall have all rights with respect to
the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC
in addition to, but not in limitation of, the other rights afforded Mortgagee hereunder and under
the Guarantee and Collateral Agreement.



     SECTION
1.10. Filing and Recording. Mortgagor will cause this Mortgage, the UCC
financing statements referred to in Section 1.09, any other security instrument creating a security
interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation
statement and instrument of further assurance to be filed, registered or recorded and, if
necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to perfect the lien
hereof upon, and the security interest of Mortgagee in, the Mortgaged Property until this Mortgage
is terminated and released in full in accordance with Section 3.04 hereof. Mortgagor will pay all
filing, registration and recording fees, all Federal, state,



 









 




county and municipal recording, documentary or intangible taxes and other taxes, duties,
imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in
connection with the execution, delivery and recording of this Mortgage, UCC continuation statements
any mortgage supplemental hereto, any security instrument with respect to the Personal Property,
Permits, Plans and Warranties and Proceeds or any instrument of further assurance.




     SECTION
1.11. Further Assurances. Upon reasonable demand by Mortgagee, Mortgagor
will, at the cost of Mortgagor and without expense to Mortgagee, do, execute, acknowledge and
deliver all such further acts, deeds, conveyances, mortgages, assignments, notices of assignment,
transfers and assurances as Mortgagee shall from time to time reasonably require for the better
assuring, conveying, assigning, transferring and confirming unto Mortgagee the property and rights
hereby conveyed or assigned or intended now or hereafter so to be, or which Mortgagor may be or may
hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or
facilitating the performance of the terms of this Mortgage, or for filing, registering or recording
this Mortgage, and on demand, Mortgagor will also execute and deliver and hereby appoints Mortgagee
as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead,
in any and all capacities, to execute and file to the extent it may lawfully do so, one or more
financing statements, chattel mortgages or comparable security instruments reasonably requested by
Mortgagee to evidence more effectively the lien hereof upon the Personal Property and to perform
each and every act and thing requisite and necessary to be done to accomplish the same.



     SECTION
1.12. Additions to Mortgaged Property. All right, title and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals, substitutions and
replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired
by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Premises or
the Improvements, and all conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the case may be, and in
each such case without any further mortgage, conveyance, assignment or other act by Mortgagor,
shall become subject to the lien and security interest of this Mortgage as fully and completely and
with the same effect as though now owned by Mortgagor and specifically described in the grant of
the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to
Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as
Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same
to the lien and security interest of this Mortgage.



     SECTION
1.13. No Claims Against Mortgagee. Nothing contained in this Mortgage
shall constitute any consent or request by Mortgagee, express or implied, for the performance of
any labor or services or the furnishing of any materials or other property in respect of the
Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to
contract for or permit the performance of any labor or services or the furnishing of any materials
or other property in such fashion as would permit the making of any claim against Mortgagee in
respect thereof.



 









 





     SECTION
1.14. Fixture Filing. (a) Certain portions of the Mortgaged Property are
or will become “fixtures” (as that term is defined in the UCC) on the Land, and this Mortgage, upon
being filed for record in the real estate records of the county wherein such fixtures are situated,
shall operate also as a financing statement filed as a fixture filing in accordance with the
applicable provisions of said UCC upon such portions of the Mortgaged Property that are or become
fixtures.



     (b) The real property to which the fixtures relate is described in Exhibit A attached hereto.
The record owner of the real property described in Exhibit A attached hereto is Mortgagor. The
name, type of organization and jurisdiction of organization of the debtor for purposes of this
financing statement are the name, type of organization and jurisdiction of organization of the
Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for
purposes of this financing statement is the name of the Mortgagee set forth in the first paragraph
of this Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set
forth in the first paragraph of this Mortgage. The mailing address of the Mortgagee/secured party
from which information concerning the security interest hereunder may be obtained is the address of
the Mortgagee set forth in the first paragraph of this Mortgage. Mortgagor’s organizational
identification number is [                    ].



ARTICLE II




Defaults and Remedies



     SECTION
2.01. Events of Default. Any Event of Default under the Credit Agreement
(as such term is defined therein) shall constitute an Event of Default under this Mortgage.



     SECTION
2.02. Demand for Payment. If an Event of Default shall occur and be
continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due
hereunder and under the Credit Agreement and the Guarantee and Collateral Agreement and such
further amount as shall be sufficient to cover the out-of-pocket costs and expenses of collection,
including attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be
entitled and empowered to institute an action or proceedings at law or in equity for the collection
of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final
decree, to enforce any such judgment or final decree against Mortgagor and to collect, in any
manner provided by law, all moneys adjudged or decreed to be payable.



     SECTION
2.03. Rights To Take Possession, Operate and Apply Revenues. (a) If an
Event of Default shall occur and be continuing, Mortgagor shall, upon demand of Mortgagee,
forthwith surrender to Mortgagee actual possession of the Mortgaged Property and, if and to the
extent not prohibited by applicable law, Mortgagee itself, or by such officers or agents as it may
appoint, may then enter and take possession of all the Mortgaged Property without the appointment
of a receiver or an application therefor, exclude Mortgagor



 









 




and its agents and employees wholly therefrom, and have access to the books, papers and
accounts of Mortgagor.




     (b) If Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or
any part thereof after such demand by Mortgagee, Mortgagee may to the extent not prohibited by
applicable law, obtain a judgment or decree conferring upon Mortgagee the right to immediate
possession or requiring Mortgagor to deliver immediate possession of the Mortgaged Property to
Mortgagee, to the entry of which judgment or decree Mortgagor hereby specifically consents.
Mortgagor will pay to Mortgagee, upon demand, all reasonable expenses of obtaining such judgment or
decree, including reasonable compensation to Mortgagee’s attorneys and agents with interest thereon
at the rate per annum applicable to overdue amounts under the Credit Agreement as provided in
Section 2.07 of the Credit Agreement (the “Interest Rate”); and all such expenses and compensation
shall, until paid, be secured by this Mortgage.



     (c) Upon every such entry or taking of possession, Mortgagee may, to the extent not
prohibited by applicable law, hold, store, use, operate, manage and control the Mortgaged Property,
conduct the business thereof and, from time to time, (i) make all necessary and proper maintenance,
repairs, renewals, replacements, additions, betterments and improvements thereto and thereon,
(ii) purchase or otherwise acquire additional fixtures, personalty and other property that are
reasonably necessary for the operation of the business, (iii) insure or keep the Mortgaged Property
insured, (iv) manage and operate the Mortgaged Property and exercise all the rights and powers of
Mortgagor to the same extent as Mortgagor could in its own name or otherwise with respect to the
same, or (v) enter into any and all agreements with respect to the exercise by others of any of the
powers herein granted Mortgagee, all as may from time to time be directed or determined by
Mortgagee to reasonably be in its best interest and Mortgagor hereby appoints Mortgagee as its true
and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and
all capacities, to perform any of the foregoing acts. Mortgagee may collect and receive all the
Rents, issues, profits and revenues from the Mortgaged Property, including those past due as well
as those accruing thereafter, and, after deducting (i) all out-of-pocket expenses of taking,
holding, managing and operating the Mortgaged Property (including compensation for the services of
all persons employed for such purposes), (ii) the out-of-pocket costs of all such maintenance,
repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions,
(iii) the costs of insurance, (iv) such taxes, assessments and other similar charges as Mortgagee
may at its option pay, (v) other proper charges upon the Mortgaged Property or any part thereof and
(vi) the compensation, expenses and disbursements of the attorneys and agents of Mortgagee,
Mortgagee shall apply the remainder of the moneys and proceeds so received first to the payment of
the Mortgagee for the satisfaction of the Obligations, and second, if there is any surplus, to
Mortgagor, subject to the entitlement of others thereto under applicable law.



     (d) Whenever, before any sale of the Mortgaged Property under Section 2.06, all Obligations
that are then due shall have been paid and all Events of Default fully cured, Mortgagee will
surrender possession of the Mortgaged Property back to Mortgagor, its successors or assigns. The
same right of taking possession shall, however, arise again if any subsequent Event of Default
shall occur and be continuing.



 









 





     SECTION
2.04. Right To Cure Mortgagor’s Failure to Perform. Should Mortgagor fail
in the payment, performance or observance of any term, covenant or condition required by this
Mortgage or the Credit Agreement (with respect to the Mortgaged Property), Mortgagee may pay,
perform or observe the same, and all payments made or costs or expenses incurred by Mortgagee in
connection therewith shall be secured hereby and shall be, without demand, immediately repaid by
Mortgagor to Mortgagee with interest thereon at the Interest Rate. Mortgagee shall be the judge
using reasonable discretion of the necessity for any such actions and of the amounts to be paid.
Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or the
Improvements or any part thereof for the purpose of performing or observing any such defaulted
term, covenant or condition without having any obligation to so perform or observe and without
thereby becoming liable to Mortgagor, to any person in possession holding under Mortgagor or to any
other person; provided, however, that except in the case of an emergency, Mortgagee will provide
reasonable advance notice of such entry, such entry shall be conducted in a reasonable manner and
Mortgagee shall use reasonable efforts to endeavor to minimize the amount of disturbance to the
Mortgagor’s possession of the Mortgaged Property.



     SECTION
2.05. Right to a Receiver. If an Event of Default shall occur and be
continuing, Mortgagee, upon application to a court of competent jurisdiction, shall be entitled as
a matter of right to the appointment of a receiver to take possession of and to operate the
Mortgaged Property and to collect and apply the Rents. The receiver shall have all of the rights
and powers permitted under the laws of the state wherein the Mortgaged Property is located.
Mortgagor shall pay to Mortgagee upon demand all reasonable out-of-pocket expenses, including
receiver’s fees, reasonable attorney’s fees and disbursements, costs and agent’s compensation
incurred pursuant to the provisions of this Section 2.05; and all such expenses shall be secured by
this Mortgage and shall be, without demand, immediately repaid by Mortgagor to Mortgagee with
interest thereon at the Interest Rate.



     SECTION
2.06. Foreclosure and Sale. (a) If an Event of Default shall occur and be
continuing, Mortgagee may elect to sell the Mortgaged Property or any part of the Mortgaged
Property by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law
or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage,
or it may proceed and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an
officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such
parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed
by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee
shall deem expedient, and in such order as it may determine, at public auction to the highest
bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged
Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property
by public announcement at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement or subsequently noticed sale. Without further notice,
Mortgagee or an officer appointed to sell the Mortgaged Property may make such sale at the time
fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person,
including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such sale.



 









 





     (b) The Mortgaged Property may be sold subject to unpaid taxes and the Liens set forth in
Section 6.02 of the Credit Agreement, and, after deducting all costs, fees and out-of-pocket
expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee
or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in
Section 2.08.



     (c) Any foreclosure or other sale of less than the whole of the Mortgaged Property or any
defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale
provided for herein; and subsequent sales may be made hereunder until the Obligations have been
satisfied, or the entirety of the Mortgaged Property has been sold.



     (d) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in
addition to, exercising the rights described in Section 2.06(a) above and either with or without
entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or
by any other appropriate proceeding or remedy (i) to specifically enforce payment of some or all of
the Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage
or any other Loan Document or any other right, or (ii) to pursue any other remedy available to
Mortgagee, all as Mortgagee shall determine most effectual for such purposes.



     SECTION
2.07. Other Remedies. (a) In case an Event of Default shall occur and be
continuing, Mortgagee may also exercise, to the extent not prohibited by law, any or all of the
remedies available to a secured party under the UCC.



     (b) In connection with a sale of the Mortgaged Property or any Personal Property and the
application of the proceeds of sale as provided in Section 2.08, Mortgagee shall be entitled to
enforce payment of and to receive up to the principal amount of the Obligations, plus all other
charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid, with interest.



     SECTION
2.08. Application of Sale Proceeds and Rents. After any foreclosure sale
of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale
together with any Rents that may have been collected and any other sums that then may be held by
Mortgagee under this Mortgage as follows:




     FIRST, to the payment of all out-of-pocket costs and expenses incurred by the
Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or
under any other Loan Document) in connection with such collection, sale, foreclosure or
realization or otherwise in connection with this Mortgage, any other Loan Document or any
of the Obligations, including all court costs and the fees and expenses of its agents and
legal counsel, the repayment of all advances made by the Administrative Agent and/or the
Mortgagee hereunder or under any other Loan Document on behalf of any Mortgagor and any
other out-of-pocket costs or expenses incurred in connection with the exercise of any right
or remedy hereunder or under any other Loan Document;



 









 






     SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so
applied to be distributed between or among the Administrative Agent, the Swingline Lender
and any Issuing Bank pro rata in accordance with the amounts of Unfunded
Advances/Participations owed to them on the date of any such distribution);




     THIRD, to the payment in full of all other Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the
Obligations owed to them on the date of any such distribution);




     FOURTH, to the Mortgagor, its successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


The Mortgagee shall have absolute discretion as to the time of application of any such proceeds,
moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by
the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.




     SECTION
2.09. Mortgagor as Tenant Holding Over. If Mortgagor remains in possession
of any of the Mortgaged Property after any foreclosure sale by Mortgagee, at Mortgagee’s election
Mortgagor shall be deemed a tenant holding over and shall forthwith surrender possession to the
purchaser or purchasers at such sale or be summarily dispossessed or evicted according to
provisions of law applicable to tenants holding over.



     SECTION
2.10. Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. Mortgagor waives, to the extent not prohibited by law, (i) the benefit of all laws now
existing or that hereafter may be enacted (x) providing for any appraisement or valuation of any
portion of the Mortgaged Property and/or (y) in any way extending the time for the enforcement or
the collection of amounts due under any of the Obligations or creating or extending a period of
redemption from any sale made in collecting said debt or any other amounts due Mortgagee, (ii) any
right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any homestead exemption, stay, statute of limitations, extension
or redemption, or sale of the Mortgaged Property as separate tracts, units or estates or as a
single parcel in the event of foreclosure or notice of deficiency, and (iii) all rights of
redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due
the whole of or each of the Obligations and marshaling in the event of foreclosure of this
Mortgage.



     SECTION
2.11. Discontinuance of Proceedings. In case Mortgagee shall proceed to
enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such
proceedings shall be discontinued or abandoned for any reason, or shall be determined adversely to
Mortgagee, then and in every such case Mortgagor and



 









 




Mortgagee shall be restored to their former positions and rights hereunder, and all rights,
powers and remedies of Mortgagee shall continue as if no such proceeding had been taken.




     SECTION
2.12. Suits To Protect the Mortgaged Property. Mortgagee shall have power
(a) to institute and maintain suits and proceedings to prevent any impairment of the Mortgaged
Property by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or
protect its interest in the Mortgaged Property and in the Rents arising therefrom and (c) to
restrain the enforcement of or compliance with any legislation or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid if the enforcement of or compliance
with such enactment, rule or order would impair the security or be prejudicial to the interest of
Mortgagee hereunder.



     SECTION
2.13. Filing Proofs of Claim. In case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting
Mortgagor, Mortgagee shall, to the extent permitted by law, be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee
allowed in such proceedings for the Obligations secured by this Mortgage at the date of the
institution of such proceedings and for any interest accrued, late charges and additional interest
or other amounts due or that may become due and payable hereunder after such date.



     SECTION
2.14. Possession by Mortgagee. Notwithstanding the appointment of any
receiver, liquidator or trustee of Mortgagor, any of its property or the Mortgaged Property,
Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and
control of all parts of the Mortgaged Property now or hereafter granted under this Mortgage to
Mortgagee in accordance with the terms hereof and applicable law.



     SECTION
2.15. Waiver. (a) No delay or failure by Mortgagee to exercise any right,
power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such
right, power or remedy or be construed to be a waiver of any such breach or Event of Default or
acquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may be
exercised from time to time and as often as may be deemed expedient by Mortgagee. No consent or
waiver by Mortgagee to or of any breach or Event of Default by Mortgagor in the performance of the
Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or
Event of Default in the performance of the same or of any other Obligations by Mortgagor hereunder.
No failure on the part of Mortgagee to complain of any act or failure to act or to declare an
Event of Default, irrespective of how long such failure continues, shall constitute a waiver by
Mortgagee of its rights hereunder or impair any rights, powers or remedies consequent on any future
Event of Default by Mortgagor.



     (b) Even if Mortgagee (i) grants some forbearance or an extension of time for the payment of
any sums secured hereby, (ii) takes other or additional security for the payment of any sums
secured hereby, (iii) waives or does not exercise some right granted herein or under the Loan
Documents, (iv) releases a part of the Mortgaged Property from this Mortgage, (v) agrees to change
some of the terms, covenants, conditions or agreements of any of the Loan Documents, (vi) consents
to the filing of a map, plat or replat affecting the



 









 




Premises, (vii) consents to the granting of an easement or other right affecting the Premises
or (viii) makes or consents to an agreement subordinating Mortgagee’s lien on the Mortgaged
Property hereunder; no such act or omission shall preclude Mortgagee from exercising any other
right, power or privilege herein granted or intended to be granted in the event of any breach or
Event of Default then made or of any subsequent default; nor, except as otherwise expressly
provided in an instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the
event of the sale or transfer by operation of law or otherwise of all or part of the Mortgaged
Property, Mortgagee is hereby authorized and empowered to deal with any vendee or transferee with
reference to the Mortgaged Property secured hereby, or with reference to any of the terms,
covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with
the original parties hereto and without in any way releasing or discharging any liabilities,
obligations or undertakings.




     SECTION
2.16. Waiver of Trial by Jury. To the fullest extent permitted by
applicable law, Mortgagor and Mortgagee each hereby irrevocably and unconditionally waive trial by
jury in any action, claim, suit or proceeding relating to this Mortgage and for any counterclaim
brought therein. Mortgagor hereby waives all rights to interpose any counterclaim in any suit
brought by Mortgagee hereunder and all rights to have any such suit consolidated with any separate
suit, action or proceeding.



     SECTION
2.17. Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Mortgagee by this Mortgage is intended to be exclusive of any other right, power or
remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in
addition to any other right, power and remedy given hereunder or now or hereafter existing at law
or in equity or by statute.



ARTICLE III




Miscellaneous



     SECTION
3.01. Partial Invalidity. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such validity, illegality or unenforceability shall, at the option of Mortgagee, not
affect any other provision of this Mortgage, and this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein or therein.



     SECTION
3.02. Notices. All notices and communications hereunder shall be in
writing and given to Mortgagor in accordance with the terms of the Credit Agreement at the address
set forth on the first page of this Mortgage and to the Mortgagee as provided in the Credit
Agreement.



     SECTION
3.03. Successors and Assigns. All of the grants, covenants, terms,
provisions and conditions herein shall run with the Premises and the Improvements and shall apply
to, bind and inure to, the benefit of the permitted successors and assigns of Mortgagor and the
successors and assigns of Mortgagee.



 









 





     SECTION 3.04. Satisfaction and Cancelation. (a) The conveyance to Mortgagee of
the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be
null and void when all the Obligations have been indefeasibly paid in full and the Lenders have no
further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced
to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit
Agreement.



     (b) Mortgagor shall automatically be released from its obligations hereunder upon the
consummation of (i) any transaction permitted by the Credit Agreement as a result of which
Mortgagor ceases to be a Subsidiary or (ii) any Permitted Receivables Transaction or a Permitted
Securitization Transaction consummated after the date hereof as a result of which Mortgagor becomes
a Permitted Syndication Subsidiary or Securitization Subsidiary.



     (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under
the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the
effectiveness of any written consent to the release of the Security Interest granted hereby in any
Collateral pursuant to Section 9.09 of the Credit Agreement, the Security Interest in such
Collateral shall be automatically released; provided that, upon the consummation after the date
hereof of any Permitted Receivables Transaction or a Permitted Securitization Transaction, the
Security Interest in the Equity Interests of the Subsidiary that is the subject of such Permitted
Receivables Transaction or a Permitted Securitization Transaction, as the case may be, shall be
automatically released to the extent the pledge of the Equity Interests in such Subsidiary is
prohibited by any applicable Contractual Obligation or requirement of law.



     (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)
above, the Mortgagee shall promptly execute and deliver to Mortgagor, at Mortgagor’s expense, a
release of this Mortgage and all Uniform Commercial Code termination statements and similar
documents that Mortgagor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or
representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions
of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the
Mortgagee upon demand for all reasonable out of pocket expenses, including the fees, charges and
expenses of counsel, incurred by it in connection with any action contemplated by this Section
3.04.



     SECTION 3.05. Definitions. As used in this Mortgage, the singular shall include
the plural as the context requires and the following words and phrases shall have the following
meanings: (a) “including” shall mean “including but not limited to”; (b) “provisions” shall mean
“provisions, terms, covenants and/or conditions”; (c) “lien” shall mean “lien, charge, encumbrance,
security interest, mortgage or deed of trust”; (d) “obligation” shall mean “obligation, duty,
covenant and/or condition”; and (e) “any of the Mortgaged Property” shall mean “the Mortgaged
Property or any part thereof or interest therein”. Any act that Mortgagee is permitted to perform
hereunder may be performed at any time and from time to time by Mortgagee or any person or entity
designated by Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited to
all lessees of any of the Mortgaged Property. Each appointment of Mortgagee as attorney-in-fact
for Mortgagor



 









 




under the Mortgage is irrevocable, with power of substitution and coupled with an interest.
Subject to the applicable provisions hereof, Mortgagee has the right to refuse to grant its
consent, approval or acceptance or to indicate its satisfaction, in its sole discretion, whenever
such consent, approval, acceptance or satisfaction is required hereunder.




     SECTION 3.06. Multisite Real Estate Transaction. Mortgagor acknowledges that this
Mortgage is one of a number of Other Mortgages and Security Documents that secure the Obligations.
Mortgagor agrees that the lien of this Mortgage shall be absolute and unconditional and shall not
in any manner be affected or impaired by any acts or omissions whatsoever of Mortgagee, and without
limiting the generality of the foregoing, the lien hereof shall not be impaired by any acceptance
by the Mortgagee of any security for or guarantees of any of the Obligations hereby secured, or by
any failure, neglect or omission on the part of Mortgagee to realize upon or protect any Obligation
or indebtedness hereby secured or any collateral security therefor including the Other Mortgages
and other Security Documents. The lien hereof shall not in any manner be impaired or affected by
any release (except as to the property released), sale, pledge, surrender, compromise, settlement,
renewal, extension, indulgence, alteration, changing, modification or disposition of any of the
Obligations secured or of any of the collateral security therefor, including the Other Mortgages
and other Security Documents or of any guarantee thereof, and Mortgagee may at its discretion
foreclose, exercise any power of sale, or exercise any other remedy available to it under any or
all of the Other Mortgages and other Security Documents without first exercising or enforcing any
of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any
or all of the Other Mortgages and other Security Documents shall not in any manner impair the
indebtedness hereby secured or the lien of this Mortgage and any exercise of the rights or remedies
of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages and other Security
Documents or any of Mortgagee’s rights and remedies thereunder. Mortgagor specifically consents
and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other
Mortgages and other Security Documents separately or concurrently and in any order that it may deem
appropriate and waives any rights of subrogation.



     SECTION 3.07. No Oral Modification. This Mortgage may not be changed or terminated
orally. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to
this Mortgage shall be superior to the rights of the holder of any intervening or subordinate
Mortgage, lien or encumbrance.



ARTICLE IV




Particular Provisions



     This Mortgage is subject to the following provisions relating to the particular laws of the
state wherein the Premises are located:



     SECTION 4.01. Applicable Law; Certain Particular Provisions. This Mortgage shall
be governed by and construed in accordance with the internal law of the state where the



 









 




Mortgaged Property is located, except that Mortgagor expressly acknowledges that by their
terms, the Credit Agreement and other Loan Documents (aside from those Other Mortgages to be
recorded outside New York) shall be governed by the internal law of the State of New York, without
regard to principles of conflict of law. Mortgagor and Mortgagee agree to submit to jurisdiction
and the laying of venue for any suit on this Mortgage in the state where the Mortgaged Property is
located. The terms and provisions set forth in Appendix A attached hereto are hereby incorporated
by reference as though fully set forth herein. In the event of any conflict between the terms and
provisions contained in the body of this Mortgage and the terms and provisions set forth in
Appendix A, the terms and provisions set forth in Appendix A shall govern and control.




 









 





     IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to Mortgagee by
Mortgagor on the date of the acknowledgment attached hereto.



	 	 	 	 	 
	 	[NAME OF MORTGAGOR], a [             ] corporation,

 	 
	 	     by  	 	 
	 	 	Name:  	Rachel A. Seifert 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[Corporate Seal]









 









 








[ADD LOCAL FORM OF ACKNOWLEDGMENT]




 









 





Exhibit A

to Mortgage




Description of the Land




 









 





Local Law Provisions





     1. Notwithstanding anything else contained in this Mortgage, (i) the maximum principal debt
or obligation which is, or under any contingency may be secured at the date of execution hereof or
any time thereafter by this Mortgage is $7,215,000,000 (the “Secured Amount”), (ii) this Mortgage
shall also secure amounts other than the principal debt or obligation to the extent permitted by
the Tax Law without payment of additional recording tax and (iii) so long as the aggregate amount
of the Obligations exceeds the Secured Amount, any payments and repayments of the Obligations shall
not be deemed to be applied against, or to reduce, the Secured Amount.22



     2. [Other relevant local law provisions to be provided by local counsel.]





 




			
	22	 	Applicable only in mortgage tax states.
This is the New York language—local counsel to advise whether it needs to be
modified in other mortgage tax states.