exv10w21






Exhibit 10.21


Confidential Materials omitted and filed separately with the 

Securities and Exchange Commission. Asterisks denote omissions. 






 


 





Credit Agreement




Dated as of

September 30, 2009,




between




Accretive Health, Inc.




and




Bank of Montreal





 


 





 









 








Table of Contents




	 				
	Section
	 	Description
	 	Page






	 	 	 	 	 
	Section 1. The Credits.
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Revolving Credit
	 	 	1	 
	Section 1.2. Revolving Credit Loans
	 	 	1	 
	Section 1.3. Letters of Credit
	 	 	2	 
	Section 1.4. Manner and Disbursement of Loans
	 	 	3	 
	 
	 	 	 	 
	Section 2. Interest and Change In Circumstances.
	 	 	3	 
	 
	 	 	 	 
	Section 2.1. Interest Rate Options
	 	 	3	 
	Section 2.2. Minimum Amounts
	 	 	4	 
	Section 2.3. Computation of Interest
	 	 	4	 
	Section 2.4. Manner of Rate Selection
	 	 	4	 
	Section 2.5. Change of Law
	 	 	4	 
	Section 2.6. Unavailability of Deposits or Inability to Ascertain, or Inadequacy
of, Adjusted LIBOR 
	 	 	5	 
	Section 2.7. Taxes and Increased Costs
	 	 	5	 
	Section 2.8. Change in Capital Adequacy Requirements
	 	 	6	 
	Section 2.9. Funding Indemnity
	 	 	7	 
	Section 2.10. Lending Branch
	 	 	7	 
	Section 2.11. Discretion of Bank as to Manner of Funding
	 	 	7	 
	Section 2.12. Extension of Termination Date
	 	 	7	 
	 
	 	 	 	 
	Section 3. Fees, Prepayments, Terminations, and Applications.
	 	 	 8	 
	 
	 	 	 	 
	Section 3.1. Fees
	 	 	8	 
	Section 3.2. Voluntary Prepayments
	 	 	8	 
	Section 3.3. Mandatory Prepayments
	 	 	9	 
	Section 3.4. Terminations
	 	 	9	 
	Section 3.5. Place and Application of Payments
	 	 	9	 
	Section 3.6. Notations
	 	 	9	 
	 
	 	 	 	 
	Section 4. Collateral and Guaranties.
	 	 	10	 
	 
	 	 	 	 
	Section 4.1. Collateral
	 	 	10	 
	Section 4.2. Liens on Real Property
	 	 	10	 
	Section 4.3. Guaranties
	 	 	11	 
	Section 4.4. Further Assurances
	 	 	11	 
	 
	 	 	 	 
	Section 5. Definitions; Interpretation
	 	 	11	 
	 
	 	 	 	 
	Section 5.1. Definitions
	 	 	11	 
	Section 5.2. Interpretation
	 	 	23	 






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	Section 6. Representations and Warranties.
	 	 	24	 
	 
	 	 	 	 
	Section 6.1. Organization and Qualification
	 	 	24	 
	Section 6.2. Subsidiaries
	 	 	24	 
	Section 6.3. Authority and Validity of Obligations
	 	 	24	 
	Section 6.4. Use of Proceeds; Margin Stock
	 	 	25	 
	Section 6.5. Financial Reports
	 	 	25	 
	Section 6.6. No Material Adverse Change
	 	 	25	 
	Section 6.7. Full Disclosure
	 	 	25	 
	Section 6.8. Trademarks, Franchises and Licenses
	 	 	26	 
	Section 6.9. Governmental Authority and Licensing
	 	 	26	 
	Section 6.10. Good Title
	 	 	26	 
	Section 6.11. Litigation and Other Controversies
	 	 	26	 
	Section 6.12. Taxes
	 	 	26	 
	Section 6.13. Approvals
	 	 	26	 
	Section 6.14. Affiliate Transactions
	 	 	27	 
	Section 6.15. Investment Company
	 	 	27	 
	Section 6.16. ERISA
	 	 	27	 
	Section 6.17. Compliance with Laws
	 	 	27	 
	Section 6.18. Other Agreements
	 	 	27	 
	Section 6.19. Solvency
	 	 	27	 
	Section 6.20. Broker Fees
	 	 	28	 
	Section 6.21. No Default
	 	 	28	 
	 
	 	 	 	 
	Section 7. Conditions Precedent.
	 	 	28	 
	 
	 	 	 	 
	Section 7.1. All Advances
	 	 	28	 
	Section 7.2. Initial Advance
	 	 	28	 
	Section 7.3. Post-Closing
	 	 	30	 
	 
	 	 	 	 
	Section 8. Covenants.
	 	 	30	 
	 
	 	 	 	 
	Section 8.1. Maintenance of Business
	 	 	30	 
	Section 8.2. Maintenance of Properties
	 	 	31	 
	Section 8.3. Taxes and Assessments
	 	 	31	 
	Section 8.4. Insurance
	 	 	31	 
	Section 8.5. Financial Reports
	 	 	31	 
	Section 8.6. Inspection
	 	 	33	 
	Section 8.7. Borrowings and Guaranties
	 	 	33	 
	Section 8.8. Liens
	 	 	34	 
	Section 8.9. Investments, Acquisitions, Loans and Advances
	 	 	35	 
	Section 8.10. Mergers, Consolidations and Sales
	 	 	36	 
	Section 8.11. Maintenance of Subsidiaries
	 	 	37	 
	Section 8.12. Dividends and Certain Other Restricted Payments
	 	 	37	 
	Section 8.13. ERISA
	 	 	38	 
	Section 8.14. Compliance with Laws
	 	 	38	 
	Section 8.15. Burdensome Contracts With Affiliates
	 	 	38	 
	Section 8.16. No Changes in Fiscal Year
	 	 	39	 






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	Section 8.17. Formation of Subsidiaries
	 	 	39	 
	Section 8.18. Change in the Nature of Business
	 	 	39	 
	Section 8.19. Use of Proceeds
	 	 	39	 
	Section 8.20. No Restrictions
	 	 	39	 
	Section 8.21. Deposit Accounts
	 	 	39	 
	Section 8.22. Clean Up
	 	 	39	 
	Section 8.23. Financial Covenants
	 	 	39	 
	 
	 	 	 	 
	Section 9. Events of Default and Remedies.
	 	 	40	 
	 
	 	 	 	 
	Section 9.1. Events of Default
	 	 	40	 
	Section 9.2. Non-Bankruptcy Defaults
	 	 	42	 
	Section 9.3. Bankruptcy Defaults
	 	 	43	 
	Section 9.4. Collateral for Undrawn Letters of Credit
	 	 	43	 
	 
	 	 	 	 
	Section 10. Miscellaneous.
	 	 	43	 
	 
	 	 	 	 
	Section 10.1. Non-Business Days
	 	 	43	 
	Section 10.2. No Waiver, Cumulative Remedies
	 	 	43	 
	Section 10.3. Amendments, Etc
	 	 	43	 
	Section 10.4. Costs and Expenses; Indemnification
	 	 	44	 
	Section 10.5. Documentary Taxes
	 	 	45	 
	Section 10.6. Survival of Representations
	 	 	45	 
	Section 10.7. Survival of Indemnities
	 	 	45	 
	Section 10.8. Notices
	 	 	45	 
	Section 10.9. Construction
	 	 	46	 
	Section 10.10. Headings
	 	 	46	 
	Section 10.11. Severability of Provisions
	 	 	46	 
	Section 10.12. Counterparts
	 	 	46	 
	Section 10.13. Binding Nature, Governing Law, Etc
	 	 	46	 
	Section 10.14. Submission to Jurisdiction; Waiver of Jury Trial
	 	 	47	 
	Section 10.15. USA Patriot Act
	 	 	47	 
	Section 10.16. Participations and Assignments
	 	 	47	 
	Section 10.17. Confidentiality
	 	 	48	 
	 
	 	 	 	 
	Signature
	 	 	1	 
	 
	 	 	 	 
	Exhibit A  —  Revolving Note
	 	 	 	 
	Exhibit B  —  Borrowing Base Certificate
	 	 	 	 
	Exhibit C  —  Compliance Certificate
	 	 	 	 
	Schedule 5.1  —  EBITDA
	 	 	 	 
	Schedule 6.2  —  Subsidiaries
	 	 	 	 







-iii-











 





Credit Agreement




     This Credit Agreement is entered into as of September 30, 2009, by and between Accretive
Health, Inc., a Delaware corporation (the “Borrower”), and Bank of Montreal, a Canadian
chartered bank, acting through its Chicago branch (the
“Bank”). All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined in Section 5.1
hereof.



Preliminary Statement




     The Borrower has requested, and the Bank has agreed to extend, certain credit facilities on
the terms and conditions of this Agreement.



     Now, Therefore, in consideration of the mutual agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



Section 1. The Credits.




     Section 1.1. Revolving Credit. Subject to the terms and conditions hereof, the Bank agrees to
extend a revolving credit (the “Revolving Credit”) to the Borrower which may be availed of by the
Borrower from time to time during the period from and including the date hereof to but not
including the Termination Date, at which time the commitment of the Bank to extend credit under the
Revolving Credit shall expire. The Revolving Credit may be utilized by the Borrower in the form of
Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate
principal amount of Loans and Letters of Credit outstanding at any one time shall not exceed the
lesser of (i) $15,000,000 (the “Commitment”, as such amount may be reduced pursuant to the terms
hereof) and (ii) the Borrowing Base as then determined and computed. During the period from and
including the date hereof to but not including the Termination Date, the Borrower may use the
Commitment by borrowing, repaying, and reborrowing Loans in whole or in part and/or by having the
Bank issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without
having been drawn upon or, if drawn upon, reimbursing the Bank for each such drawing, and having
the Bank issue new Letters of Credit, all in accordance with the terms and conditions of this
Agreement.



     Section 1.2. Revolving Credit Loans. Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Borrower in the form of loans (individually a “Loan” and
collectively the “Loans”). Each Loan shall be in a minimum amount of $100,000; provided, however,
that any LIBOR Portion of the Loans shall be in such greater amount as is required by Section 2
hereof. The Loans shall be made against and evidenced by a single promissory note of the Borrower
in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”). The Note
shall be dated the date of issuance thereof and be expressed to bear interest as set forth in
Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and become due and
payable in full on the
Termination Date. Without regard to the principal amount of the Note stated on its face, the
actual principal amount at any time outstanding and owing by the Borrower



 









 




on account of the Note
shall be the sum of all Loans made hereunder less all payments of principal actually received by
the Bank.




     Section 1.3. Letters of Credit.



          (a) General Terms. Subject to the terms and conditions hereof, the Revolving Credit may be
availed of by the Borrower in the form of standby and commercial letters of credit issued by the
Bank for the account of the Borrower (individually a “Letter of Credit” and collectively the
“Letters of Credit”), provided that the aggregate amount of Letters of Credit issued and
outstanding hereunder shall not at any one time exceed $500,000. For purposes of this Agreement, a
Letter of Credit shall be deemed outstanding as of any time in an amount equal to the maximum
amount which could be drawn thereunder under any circumstances and over any period of time plus any
unreimbursed drawings then outstanding with respect thereto. If and to the extent any Letter of
Credit expires or otherwise terminates without having been drawn upon, the availability under the
Commitment shall to such extent be reinstated.




          (b) Term. Each Letter of Credit issued hereunder shall expire not later than the earlier of
(i) 12 months from the date of issuance (or be cancelable not later than 12 months from the date of
issuance and each renewal) or (ii) the Termination Date.




          (c) General Characteristics. Each Letter of Credit issued hereunder shall be payable in U.S.
Dollars, conform to the general requirements of the Bank for the issuance of a standby or
commercial letter of credit, as the case may be, as to form and substance, and be a letter of
credit which the Bank may lawfully issue.




          (d) Applications. At the time the Borrower requests a Letter of Credit to be issued (or prior
to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower
shall execute and deliver to the Bank an application for such Letter of Credit in the form then
customarily prescribed by the Bank (individually an “Application” and collectively the
“Applications”). Subject to the other provisions of this subsection, the obligation of the
Borrower to reimburse the Bank for drawings under a Letter of Credit (each a “Reimbursement
Obligation”) shall be governed by the Application for such Letter of Credit. Anything contained in
the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by
the Borrower for the amount the Bank pays on any drawing made under a Letter of Credit issued
hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the
Borrower to reimburse the Bank for the amount of such drawing shall bear interest (which the
Borrower hereby promises to pay on demand) from and after the date the drawing is paid by the Bank
until repayment in full thereof at the fluctuating rate per annum determined by adding 2.0% to the
sum of Base Rate as from time to time in effect plus the Applicable Margin (computed on the basis
of a year of 360 days for the actual number of days elapsed), (ii) the Borrower shall pay fees in
connection with each Letter of Credit as set forth in Section 3 hereof, (iii) except as otherwise
provided in Section 3.3 hereof, prior to the occurrence of a Default or an Event of Default, the
Bank will not call for the funding of a Letter of Credit by the Borrower prior to being presented
with a drawing thereunder.




-2-









 








     Section 1.4. Manner and Disbursement of Loans. The Borrower shall give written or telephonic
notice to the Bank (which notice shall be irrevocable once given and, if given by telephone, shall
be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) on the date the
Borrower requests the Bank to make a Loan hereunder. Each such notice shall specify the date of
the Loan requested (which must be a Business Day) and the amount of such Loan. Each Loan shall
initially constitute part of the Base Rate Portion except to the extent the Borrower has otherwise
timely elected that such Loan, or any part thereof, constitute part of a LIBOR Portion as provided
in Section 2 hereof. The Borrower agrees that the Bank may rely upon any written or telephonic
notice given by any person the Bank in good faith believes is an Authorized Representative without
the necessity of independent investigation and, in the event any telephonic notice conflicts with
the written confirmation, such telephonic notice shall govern if the Bank has acted in reliance
thereon. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made
available to the Borrower at the principal office of the Bank in Chicago, Illinois, in immediately
available funds, in the case of the initial Loans made hereunder, in accordance with the terms of
the written disbursement instructions of the Borrower and, in the case of each subsequent Loan, by
deposit to the Borrower’s primary operating account maintained with the Bank or as otherwise agreed
upon by the Borrower and the Bank.



Section 2. Interest and Change In Circumstances.




     Section 2.1. Interest Rate Options. (a) Generally. The outstanding principal balance of the
Loans (all of the indebtedness evidenced by the Note bearing interest at the same rate for the same
period of time being hereinafter referred to as a
“Portion”) shall bear interest with reference to
the Base Rate (the “Base Rate Portion”) or, at the option of the Borrower and subject to the terms
and conditions hereof, with reference to an Adjusted LIBOR (“LIBOR Portions”). All of the
indebtedness evidenced by the Note which bears interest with reference to a particular Adjusted
LIBOR for a particular Interest Period shall constitute a single LIBOR Portion and all of the
indebtedness evidenced by the Note which is not part of a LIBOR Portion shall constitute a single
Base Rate Portion. There shall not be more than seven (7) LIBOR Portions applicable to the Note
outstanding at any one time. Anything contained herein to the contrary notwithstanding, the
obligation of the Bank to create, continue or effect by conversion any LIBOR Portion shall be
conditioned upon the fact that at the time no Default or Event of Default shall have occurred and
be continuing. The Borrower hereby promises to pay interest on each Portion of the Note at the
rates and times specified in this Section 2.



          (b) Base Rate Portion. The Base Rate Portion shall bear interest at the rate per annum equal
to the Base Rate as in effect from time to time plus the Applicable Margin, provided that if the
Base Rate Portion or any part thereof is not paid when due (whether by lapse of time, acceleration,
or otherwise), or at the election of the Bank during the existence of any other Event of Default,
such Portion shall bear interest, whether before or after judgment until payment in full thereof,
at the rate per annum determined by adding 2.0% to the interest rate which would otherwise be
applicable thereto from time to time. Interest on the Base Rate Portion shall be payable monthly
in arrears on the last day of each month in each year (commencing on the first
such date occurring after the date hereof) and at maturity of the Note, and interest after maturity
(whether by lapse of time, acceleration, or otherwise) shall be due and payable upon demand.




-3-









 







Any change in the interest rate on the Base Rate Portion resulting from a change in the Base Rate shall
be effective on the date of the relevant change in the Base Rate.




     (c) LIBOR Portions. Each LIBOR Portion shall bear interest for each Interest Period selected
therefor at a rate per annum equal to the Adjusted LIBOR for such Interest Period plus the
Applicable Margin, provided that if any LIBOR Portion is not paid when due (whether by lapse of
time, acceleration, or otherwise), or at the election of the Bank during the existence of any other
Event of Default, such Portion shall bear interest, whether before or after judgment until payment
in full thereof, through the end of the Interest Period then applicable thereto at the rate per
annum determined by adding 2.0% to the interest rate which would otherwise be applicable thereto,
and effective at the end of such Interest Period such LIBOR Portion shall automatically be
converted into and added to the Base Rate Portion and shall thereafter bear interest at the
interest rate applicable to the Base Rate Portion after default. Interest on each LIBOR Portion
shall be due and payable on the last day of each Interest Period applicable thereto and, with
respect to any Interest Period applicable to a LIBOR Portion in excess of 3 months, on the date
occurring every 3 months after the date such Interest Period began and at the end of such Interest
Period, and interest after maturity (whether by lapse of time, acceleration, or otherwise) shall be
due and payable upon demand. The Borrower shall notify the Bank on or before 11:00 a.m. (Chicago
time) on the third Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is to continue as a LIBOR Portion, in which event the Borrower
shall notify the Bank of the new Interest Period selected therefor; and in the event the Borrower
shall fail to so notify the Bank, such LIBOR Portion shall automatically be converted into and
added to the Base Rate Portion as of and on the last day of such Interest Period.



     Section 2.2. Minimum Amounts. Each LIBOR Portion shall be in an amount equal to $100,000 or
such greater amount which is an integral multiple of $100,000.



     Section 2.3. Computation of Interest. All interest on the Note shall be computed on the basis
of a year of 360 days for the actual number of days elapsed.



     Section 2.4. Manner of Rate Selection. The Borrower shall notify the Bank by 11:00 a.m.
(Chicago time) at least 3 Business Days prior to the date upon which the Borrower requests that any
LIBOR Portion be created or that any part of the Base Rate Portion be converted into a LIBOR
Portion. If any request is made to convert a LIBOR Portion into the Base Rate Portion hereunder,
such conversion shall only be made so as to become effective as of the last day of the Interest
Period applicable thereto. All requests for the creation, continuance, and conversion of Portions
under this Agreement shall be irrevocable. Such requests may be written or oral and the Bank is
hereby authorized to honor telephonic requests for creations, continuances, and conversions
received by it from any person the Bank in good faith believes to be an Authorized Representative
without the necessity of independent investigation, the Borrower hereby indemnifying the Bank from any liability or loss
ensuing from so acting.



     Section 2.5. Change of Law. Notwithstanding any other provisions of this Agreement or the
Note, if at any time the Bank shall determine that any change in applicable laws, treaties, or
regulations, or in the interpretation thereof, makes it unlawful for the Bank to create or continue



-4-









 




to maintain any LIBOR Portion, it shall promptly so notify the Borrower and the obligation of the
Bank to create, continue, or maintain any such LIBOR Portion under this Agreement shall be
suspended until it is no longer unlawful for the Bank to create, continue, or maintain such LIBOR
Portion. If the continued maintenance of any such LIBOR Portion is unlawful, the Borrower shall
prepay on demand to the Bank the outstanding principal amount of the affected LIBOR Portion
together with all interest accrued thereon and all other amounts payable to the Bank with respect
thereto under this Agreement; provided, however, the Borrower may elect to convert the principal
amount of the affected LIBOR Portion into the Base Rate Portion hereunder, subject to the terms and
conditions of this Agreement (including, without limitation, Section 2.9 hereof).




     Section 2.6. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Adjusted
LIBOR. Notwithstanding any other provision of this Agreement or the Note, if the Bank shall
determine prior to the commencement of any Interest Period that deposits in the amount of any LIBOR
Portion scheduled to be outstanding during such Interest Period are not readily available to the
Bank in the relevant market or, by reason of circumstances affecting the relevant market, adequate
and reasonable means do not exist for ascertaining Adjusted LIBOR or that LIBOR as determined
hereby will not adequately and fairly reflect the cost to the Bank of funding any LIBOR Portion for
such Interest Period or that the making or funding of LIBOR Portions has become impracticable, then
the Bank shall promptly give notice thereof to the Borrower and the obligations of the Bank to
create, continue, or effect by conversion any such LIBOR Portion in such amount and for such
Interest Period shall be suspended until deposits in such amount and for the Interest Period
selected by the Borrower shall again be readily available in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR.



     Section 2.7. Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank shall
determine that any change in any applicable law, treaty, regulation, or guideline (including,
without limitation, Regulation D of the Board of Governors of the Federal Reserve System), or any
new law, treaty, regulation, or guideline, or any interpretation of any of the foregoing, by any
governmental authority charged with the administration thereof or any central bank or other fiscal,
monetary, or other authority having jurisdiction over the Bank or its lending branch or the LIBOR
Portions contemplated by this Agreement (whether or not having the force of law), in each case
occurring after the date hereof, shall:




     (i) impose, increase, or deem applicable any reserve, special deposit, or similar
requirement against assets held by, or deposits in or for the account of, or loans by, or
any other acquisition of funds or disbursements by, the Bank which is not in any
instance already accounted for in computing the interest rate applicable to such LIBOR
Portion;




     (ii) subject the Bank, any LIBOR Portion or the Note to the extent it evidences a LIBOR
Portion to any tax (including, without limitation, any United States interest equalization
tax or similar tax however named applicable to the acquisition or holding of debt
obligations and any interest or penalties with respect thereto), duty, charge, stamp tax,
fee, deduction, or withholding in respect of this Agreement, any LIBOR Portion or



-5-









 






the Note to the extent it evidences a LIBOR Portion, except such taxes as may be measured by the
overall net income or gross receipts of the Bank or its lending branches and imposed by the
jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank’s
principal executive office or its lending branch is located;




     (iii) change the basis of taxation of payments of principal and interest due from the
Borrower to the Bank hereunder or under the Note to the extent it evidences any LIBOR
Portion (other than by a change in taxation of the overall net income or gross receipts of
the Bank); or




     (iv) impose on the Bank any penalty with respect to the foregoing or any other
condition regarding this Agreement, any LIBOR Portion, or its disbursement, or the Note to
the extent it evidences any LIBOR Portion;


and the Bank shall determine that the result of any of the foregoing is to increase the cost
(whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR
Portion hereunder or to reduce the amount of principal or interest received or receivable by the
Bank (without benefit of, or credit for, any prorations, exemption, credits, or other offsets
available under any such laws, treaties, regulations, guidelines, or interpretations thereof), then
the Borrower shall pay on demand to the Bank from time to time as specified by the Bank such
additional amounts as the Bank shall reasonably determine are sufficient to compensate and
indemnify it for such increased cost or reduced amount; provided, that the Borrower shall not be
required to compensate the Bank pursuant to this Section for any increased costs incurred more than
180 days prior to the date that the Bank notifies the Borrower in writing of the increased costs
and of the Bank’s intention to claim compensation thereof; provided, further, that if the
circumstance giving rise to such increased costs is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof. If the Bank makes
such a claim for compensation, it shall provide to the Borrower a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event mentioned herein in
reasonable detail and such certificate shall be conclusive if reasonably determined.




     Section 2.8. Change in Capital Adequacy Requirements. If the Bank shall determine that the
adoption after the date hereof of any applicable law, rule, or regulation regarding capital
adequacy, or any change in any existing law, rule, or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or compliance by the Bank (or any
of its branches) with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank, or comparable agency, has or would have the
effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations
hereunder or for the credit which is the subject matter hereof to a level below that which the Bank
could have achieved but for such adoption, change, or compliance (taking into consideration the
Bank’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to
be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall
pay to the Bank such additional amount or amounts reasonably determined by the Bank as will
compensate the Bank for such reduction; provided, that the Borrower shall not be required to
compensate the Bank pursuant to this



-6-









 




Section for any additional amounts incurred more than 180 days
prior to the date that the Bank notifies the Borrower in writing of such additional amounts and of
the Bank’s intention to claim compensation thereof; provided, further, that if the circumstance
giving rise to such additional amounts is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.




     Section 2.9. Funding Indemnity. In the event the Bank shall incur any loss, cost, or expense
(including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by the Bank to fund
or maintain any LIBOR Portion or the relending or reinvesting of such deposits or other funds or
amounts paid or prepaid to the Bank) as a result of:




     (i) any payment of a LIBOR Portion on a date other than the last day of the then
applicable Interest Period for any reason, whether before or after default, and whether or
not such payment is required by any provision of this Agreement; or




     (ii) any failure by the Borrower to create, borrow, continue, or effect by conversion a
LIBOR Portion on the date specified in a notice given pursuant to this Agreement;


then upon the demand of the Bank, the Borrower shall pay to the Bank such amount as will reimburse
the Bank for such loss, cost, or expense. If the Bank requests such a reimbursement, it shall
provide to the Borrower a certificate setting forth the computation of the loss, cost, or expense
giving rise to the request for reimbursement in reasonable detail and such certificate shall be
conclusive if reasonably determined.




     Section 2.10. Lending Branch. The Bank may, at its option, elect to make, fund or maintain
Portions of the Loans hereunder at such of its branches or offices as the Bank may from time to
time elect.



     Section 2.11. Discretion of Bank as to Manner of Funding. Notwithstanding any provision of
this Agreement to the contrary, the Bank shall be entitled to fund and maintain its funding of all
or any part of the Note in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder (including, without limitation,
determinations under Sections 2.6, 2.7, and 2.9 hereof) shall be made as if the Bank had actually
funded and maintained each LIBOR Portion during each Interest Period applicable thereto through the purchase
of deposits in the relevant market in the amount of such LIBOR Portion, having a maturity
corresponding to such Interest Period, and bearing an interest rate equal to the LIBOR for such
Interest Period.



     Section 2.12. Extension of Termination Date. The Borrower may from time to time request that
the Bank extend the Termination Date for a period of one year or such other period as the Borrower
and the Bank may mutually agree. Any extension of the Termination Date shall be at the sole and
absolute discretion of the Bank.



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Section 3. Fees, Prepayments, Terminations, and Applications.




     Section 3.1. Fees.



          (a) Commitment Fee. For the period from and including the date hereof to but not including
the Termination Date, the Borrower shall pay to the Bank a commitment fee at the rate of 0.25% per
annum (computed on the basis of a year of 360 days for the actual number of days elapsed) on the
average daily unused portion of the Commitment. Such commitment fee shall be payable quarterly in
arrears on the first day of each January, April, July and October in each year (commencing on the
first such date occurring after the date hereof) and on the Termination Date.




          (b) Letter of Credit Fees. On the first day of each January, April, July and October of each
year (commencing on the first such date occurring after the date hereof) to and including, and on,
the Termination Date, the Borrower shall pay to the Bank a letter of credit fee at the rate per
annum equal to 1.00% per annum (computed on the basis of a year of 360 days for the actual number
of days elapsed) on the daily average face amount of Letters of Credit outstanding during the
preceding calendar quarter; provided that, at the election of the Bank during the existence of any
Event of Default, such letter of credit fee shall be increased by adding 2.0% per annum to the
letter of credit fee otherwise applicable thereto. In addition to the letter of credit fee called
for above, the Borrower further agrees to pay to the Bank such issuing, processing, and transaction
fees and charges as the Bank from time to time customarily imposes in connection with any issuance,
amendment, cancellation, negotiation, and/or payment of letters of credit and drafts drawn
thereunder.




          (c) Closing Fee. The Borrower shall pay to the Bank on the date hereof a non-refundable
closing fee in the amount of $150,000.




          (d) Audit Fees. The Borrower shall pay to the Bank charges for audits of the Collateral
performed by the Bank or its agents or representatives in such amounts as the Bank may from time to
time request (the Bank acknowledging and agreeing that such charges shall be computed in the same
manner as it at the time customarily uses for the assessment of charges for similar collateral
audits); provided, however, that in the absence of any Default or Event of Default, the Borrower
shall not be required to pay the Bank for more than one (1) such audit per calendar year
(determined exclusive of pre-closing audits conducted prior to the date of this Agreement).




     Section 3.2. Voluntary Prepayments. The Borrower may prepay the Loans in whole or in part
(but, if in part, then (i) if such Loan or Loans constitutes part of the Base Rate Portion, in an
amount not less than $100,000, (ii) if such Loan or Loans constitutes part of a LIBOR Portion, in
an amount not less than $100,000, and (iii) in each case, in an amount such that the minimum amount
required for a Loan pursuant to Sections 1.2 and 2.2 hereof remain outstanding) at any time upon
prior notice to the Bank (such notice if received subsequent to 11:00 a.m. (Chicago time) on a
given day to be treated as though received at the opening of business on the next Business Day) by
paying to the Bank the principal amount to be prepaid and (i) if such a prepayment prepays the Note
in full and is accompanied by the termination of the Commitment in whole, accrued interest thereon
to the date of prepayment, and (ii) in the case of any



-8-









 




prepayment of a LIBOR Portion of the Loans,
accrued interest thereon to the date of prepayment plus any amounts due the Bank under Section 2.9
hereof.




     Section 3.3. Mandatory Prepayments. The Borrower covenants and agrees that if at any time the
sum of the principal amount of the Loans and Letters of Credit then outstanding shall be in excess
of the Borrowing Base as then determined and computed, the Borrower shall within three Business
Days and without notice or demand pay over the amount of the excess to the Bank as and for a
mandatory prepayment on such Obligations, with each such prepayment first to be applied to the
Loans until payment in full thereof with any remaining balance to be held by the Bank as collateral
security for the Obligations owing with respect to Letters of Credit.



     Section 3.4. Terminations. The Borrower shall have the right, at any time and from time to
time, upon 5 (five) Business Days prior notice to the Bank, to terminate without premium or penalty
and in whole or in part (but if in part, then in an amount not less than $500,000) the Commitment,
provided that the Commitment may not be reduced to an amount less than the aggregate principal
amount of the Loans and Letters of Credit then outstanding. Any termination of the Commitment
pursuant to this Section may not be reinstated.



     Section 3.5. Place and Application of Payments. All payments of principal, interest, fees,
and all other Obligations payable under the Loan Documents shall be made to the Bank at its office
at 115 South LaSalle Street, Chicago, Illinois (or at such other place as the Bank may specify) no
later than 1:00 p.m. (Chicago time) on the date any such payment is due and payable. Payments
received by the Bank after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of
business on the next Business Day. All such payments shall be made in lawful money of the United
States of America, in immediately available funds at the place of payment, without set-off or
counterclaim and without reduction for, and free from, any and all present or future taxes, levies,
imposts, duties, fees, charges, deductions, withholdings, restrictions, and conditions of any
nature imposed by any government or any political subdivision or taxing authority thereof (but
excluding any taxes imposed on or measured by the net income of the Bank). Unless the Borrower
otherwise directs, principal payments shall be applied first to the Base Rate Portion until payment
in full thereof, with any balance applied to the LIBOR Portions in the order in which their
Interest Periods expire. The Borrower hereby irrevocably authorizes the Bank to (a)
charge from time to time any of the Borrower’s deposit accounts with the Bank and/or (b) make
Loans from time to time hereunder (and any such Loan may be made by the Bank hereunder without
regard to the provisions of Section 7 hereof), in each case for payment of (i) any interest,
principal, Letter of Credit reimbursement obligations, commitment fees and letter of credit fees,
in each instance, on the date due, or (ii) after five (5) days prior notice to the Borrower, other
fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the
other Loan Documents, which notice, if requested by the Borrower, shall include a reasonably
detailed statement of such amounts; provided that the Bank shall not be under any obligation to
charge any such deposit account or make any such Loan under this Section, and the Bank shall incur
no liability to the Borrower or any other Person for its failure to do so.



     Section 3.6. Notations. All Loans made against the Note, the status of all amounts evidenced
by the Note as constituting part of the Base Rate Portion or a LIBOR Portion, and, in



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the case of any LIBOR Portion, the rate of interest and Interest Period applicable to such Portion shall be
recorded by the Bank on its books and records or, at its option in any instance, endorsed on a
schedule to the Note and the unpaid principal balance and status, rates and Interest Periods so
recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding
brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the
Loans evidenced thereby and the interest rates and Interest Periods applicable thereto; provided
that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the
obligation of the Borrower to repay the principal amount of the Note together with accrued interest
thereon.




Section 4. Collateral and Guaranties.




     Section 4.1. Collateral. The Obligations shall be secured by valid, perfected, and enforceable
Liens on all right, title, and interest of the Borrower and each Domestic Subsidiary in all
personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising,
and all proceeds thereof; provided, however, that: (i) (A) until a Default or Event of Default has
occurred and is continuing and thereafter until notice otherwise by the Bank, Liens on local petty
cash accounts maintained by the Borrower and the Guarantors in proximity to their operations need
not be perfected provided that the total amount on deposit at any one time not so perfected shall
not exceed $100,000 in the aggregate and (B) Liens on payroll accounts maintained by the Borrower
and the Guarantors need not be perfected provided the applicable deposit account is a zero balance
account and the total amount on deposit at any time does not exceed the current amount of their
payroll obligations; (ii) until a Default or Event of Default has occurred and is continuing and
thereafter until notice otherwise by the Bank, Liens on vehicles which are subject to a certificate
of title law need not be perfected provided that the total value of such property at any one time
not so perfected shall not exceed $100,000 individually or $500,000 in the aggregate; (iii) Liens
on the equity interests of a Foreign Subsidiary which, if granted, would cause an increase in the
Borrower’s federal income tax liability shall be limited to 65% of the total outstanding equity
interests of such Foreign Subsidiary; and (iv) unless otherwise required by the Bank during the
existence of any Event of Default, Liens on Commercial Tort Claims need not be perfected where the
total value of such property at any one time not so perfected shall not exceed $100,000
individually or $250,000 in the aggregate. The Borrower acknowledges and agrees that the Liens on the Collateral shall be
valid and perfected first priority Liens (subject to Permitted Liens), in each case pursuant to one
or more Collateral Documents in form and substance reasonably satisfactory to the Bank. The
Obligations shall further be secured by the Cash Collateral for the period beginning on or prior to
the date of the initial extension of credit hereunder and ending on the Cash Collateral Release
Date.



     Section 4.2. Liens on Real Property. In the event that the Borrower or any Domestic
Subsidiary owns or hereafter acquires any fee simple interest in any real property, the Borrower
shall, and shall cause any such Domestic Subsidiary to, execute and deliver to the Bank (or a
security trustee therefor) a mortgage or deed of trust reasonably acceptable in form and substance
to the Bank for the purpose of granting to the Bank a Lien on such real property to secure the
Obligations, shall pay all taxes, costs, and reasonable out-of-pocket expenses incurred by the Bank
in recording such mortgage or deed of trust, and shall supply to the Bank at the Borrower’s cost
and expense a survey, environmental report, hazard insurance policy, and mortgagee’s



-10-









 




policy of title insurance from a title insurer acceptable to the Bank insuring the validity of such mortgage
or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property
encumbered thereby, and such other instrument, documents, certificates, and opinions reasonably
required by the Bank in connection therewith.




     Section 4.3. Guaranties. The payment and performance of the Obligations shall at all times be
guaranteed by each direct and indirect Domestic Subsidiary of the Borrower (each a “Guarantor” and
collectively, the “Guarantors”) pursuant to one or more guaranty agreements in form and substance
reasonably acceptable to the Bank, as the same may be amended, modified, or supplemented from time
to time (individually a “Guaranty” and collectively
the “Guaranties”).



     Section 4.4. Further Assurances. The Borrower agrees that it shall, and shall cause each
Domestic Subsidiary to, execute and deliver such documents and do such acts and things as the Bank
may from time to time reasonably request in order to provide for or perfect or protect the Bank’s
Lien on the Collateral.



Section 5. Definitions; Interpretation.




     Section 5.1. Definitions. The following terms when used herein shall have the following
meanings:



          “Account Debtor” means any Person obligated to make payment on any Receivable.




          “Acquired Business” means the entity or assets acquired by the Borrower or a Subsidiary in an
Acquisition, whether before or after the date hereof.




          “Acquisition” means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets
of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of
the capital stock, partnership interests, membership interests or equity of any Person (other than
a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity.




          “Adjusted LIBOR” means a rate per annum determined by the Bank in accordance with the
following formula:





	 	 	 
	Adjusted LIBOR = 
	LIBOR	
	 	
	100%-Reserve Percentage	






“Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which
reserves (including, without limitation, any emergency, marginal, special, and supplemental
reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on
“eurocurrency liabilities”, as defined in such Board’s Regulation D (or any successor thereto),
subject to any amendments of such reserve requirement by such Board or its




-11-









 







successor, taking into account any transitional adjustments thereto. For purposes of this definition, the relevant
Portions of the Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D
without benefit or credit for any prorations, exemptions or offsets under Regulation D. The
Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in
any such reserve percentage. “LIBOR” means, for each Interest Period, (a) the LIBOR Index Rate for
such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be
determined, the arithmetic average of the rates of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) at which deposits in U.S. Dollars in immediately available
funds are offered to the Bank at 11:00 a.m. (London, England time) 2 Business Days before the
beginning of such Interest Period by 3 or more major banks in the interbank eurodollar market
selected by the Bank for a period equal to such Interest Period and in an amount equal or
comparable to the applicable LIBOR Portion scheduled to be outstanding from the Bank during such
Interest Period. “LIBOR Index Rate” means, for any Interest Period, the rate per annum (rounded
upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for
deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the LIBOR01
Page as of 11:00 a.m. (London, England time) on the day 2 Business Days before the commencement of
such Interest Period. “LIBOR01 Page” means the display designated as “LIBOR01 Page” on the Reuters
Service (or such other page as may replace the LIBOR01 Page on that service or such other service
as may be nominated by the British Bankers’ Association as the information vendor for the purpose
of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar deposits).
Each determination of LIBOR made by the Bank shall be conclusive and binding absent manifest error.




          “Affiliate” means any Person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, another Person. A Person shall be deemed to control
another Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person,
whether through the ownership of voting securities, common directors, trustees or officers, by
contract or otherwise; provided that, in any event for purposes of this definition, any Person that
owns, directly or indirectly, 10% or more of the securities having the ordinary voting power
for the election of directors or governing body of a corporation or 10% or more of the partnership
or other ownership interests of any other Person (other than as a limited partner of such other
Person) will be deemed to control such corporation or other Person.




          “Agreement” means this Credit Agreement, as the same may be amended, modified, or restated
from time to time in accordance with the terms hereof.




          “Applicable Margin” means, with respect to Loans and Letter of Credit reimbursement
obligations, until the first Pricing Date, the rates per annum shown opposite Level III below, and
thereafter from one Pricing Date to the next the Applicable Margin means the rates per annum
determined in accordance with the following schedule:




	 	 	 	 	 	 	 
	Level
	 	EBITDA for the Four

Fiscal Quarters then

Ended
	 	Applicable

Margin for Base

Rate Portion shall

be:
	 	Applicable

Margin for LIBOR

Portions Shall

Be:
	III
	 	less than $[**]
	 	3.80%
	 	4.00%






-12-









 






	 	 	 	 	 	 	 
	Level
	 	EBITDA for the Four

Fiscal Quarters then

Ended
	 	Applicable

Margin for Base

Rate Portion shall

be:
	 	Applicable

Margin for LIBOR

Portions Shall

Be:
	II
	 	greater than or equal to

$[**], and less than $[**]
	 	3.55%
	 	3.75%
	 
	I
	 	greater than or equal to $[**]
	 	 3.30%
	 	3.50%





For purposes hereof, the term “Pricing Date” means, for any fiscal quarter ending on or after
September 30, 2009, the date on which the Bank is in receipt of the Borrower’s most recent
financial statements and Compliance Certificate (and, in the case of the year-end financial
statements, audit report) for the fiscal quarter then ended, pursuant to Section 8.5 hereof. The
Applicable Margin shall be established based on the EBITDA for the most recently completed four
fiscal quarters and the Applicable Margin established on a Pricing Date shall remain in effect
until the next Pricing Date. If the Borrower has not delivered its financial statements and
Compliance Certificate by the date such financial statements and Compliance Certificate (and, in
the case of the year-end financial statements, audit report) are required to be delivered under
Section 8.5 hereof, until such financial statements, Compliance Certificate and audit report are
delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level III shall
apply). If the Borrower subsequently delivers such financial statements before the next Pricing
Date, the Applicable Margin established by such late delivered financial statements and Compliance
Certificate shall take effect from the date of delivery until the next Pricing Date. In all other
circumstances, the Applicable Margin established by such financial statements and Compliance
Certificate shall be in effect from the Pricing Date that occurs immediately after the end of the
calendar month covered by such financial statements until the next Pricing Date. Each
determination of the Applicable Margin made by the Bank in accordance with the foregoing shall be
conclusive and binding on the Borrowers and the Bank absent demonstrable error.




          “Application” is defined in Section 1.3 hereof.




          “Ascension” means Ascension Health.




          “Authorized Representative” means those persons shown on the list of officers provided by the
Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower
to the Bank, or any further or different officer of the Borrower so named by any Authorized
Representative of the Borrower in a written notice to the Bank.




          “Bank” is defined in the introductory paragraph hereof.




          “Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of
interest announced or otherwise established by the Bank from time to time as its prime commercial
rate as in effect on such day, with any change in the Base Rate resulting from a change in said
prime commercial rate to be effective as of the date of the relevant change in said prime
commercial rate (it being acknowledged and agreed that such rate may not be the Bank’s best or
lowest rate), (b) the sum of (i) the rate determined by the Bank to be the average (rounded




-13-









 







upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Bank at
approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on such day (or,
if such day is not a Business Day, on the immediately preceding Business Day) by two or more
Federal funds brokers selected by the Bank for sale to the Bank at face value of Federal funds in
the secondary market in an amount equal or comparable to the principal amount for which such rate
is being determined, plus (ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%.
As used herein, the term “LIBOR Quoted Rate” means, for any day, the rate per annum equal to the
quotient of (i) the rate per annum (rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one-month interest
period which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or,
if such day is not a Business Day, on the immediately preceding Business Day) divided by (ii) one
(1) minus the Reserve Percentage.




          “Base Rate Portion” is defined in Section 2.1(a) hereof.




          “Borrower” is defined in the introductory paragraph hereof.




          “Borrowing Base” means, as of any time it is to be determined, the sum of: (a) 75% of the
then outstanding unpaid amount of Eligible Receivables, plus (b) 100% of the Cash Collateral;
provided that the Borrowing Base shall be computed only as against and on so much of the Collateral
as is included on the certificates to be furnished from time to time by the Borrower pursuant to
Section 8.5(a) hereof and, if required by the Bank pursuant to any of the terms hereof or any
Collateral Document, as verified by such other evidence required to be furnished to the Bank
pursuant hereto or pursuant to any such Collateral Document.




          “Borrowing Base Certificate” means a certificate in the form of Exhibit B hereto, or in such
other form acceptable to the Bank, to be delivered to the Bank pursuant to Sections 7.2 and 8.5
hereof.




          “Business Day” means any day other than a Saturday or Sunday on which the Bank is not
authorized or required to close in Chicago, Illinois and, when used with respect to LIBOR Portions,
a day on which the Bank is also dealing in United States Dollar deposits in London, England, and
Nassau, Bahamas.




          “Capital Expenditures” means, with respect to any Person for any period, the aggregate amount
of all expenditures (whether paid in cash or accrued as a liability) by such Person during that
period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or
additions to property, plant, or equipment (including replacements, capitalized repairs, and
improvements) which should be capitalized on the balance sheet of such Person in accordance with
GAAP.




          “Capital Lease” means any lease of Property which in accordance with GAAP is required to be
capitalized on the balance sheet of the lessee.




          “Capitalized Lease Obligation” means the amount of the liability shown on the balance sheet of
any Person in respect of a Capital Lease determined in accordance with GAAP.




-14-









 








          “Cash Collateral” means, at any time prior to the Cash Collateral Release Date, an amount not
less than $5,000,000 in cash held at the Bank or at one of the Bank’s affiliates, in each case on terms
and conditions reasonably satisfactory to the Bank.




          “Cash Collateral Release Date” means the latest date on which all of the following events
shall have occurred and be continuing:





     (a) one calendar year shall have elapsed from the Closing Date;




     (b) the Bank shall have received audited financial statements of the Borrower for the
period ended December 31, 2009, and unaudited financial statements of the Borrower for the
periods ended March 31, 2010, and June 30, 2010, in each case along with the certificate
required by Section 8.5(h) hereof with respect to such financial statements, in each case in
form and substance reasonably satisfactory to the Bank;




     (c) the Borrower shall not have lost more than [**] contracts with [**] for the twelve
(12) month period then ended; and




     (d) the Bank shall have received a pro forma Borrowing Base Certificate demonstrating
unused availability (excluding availability relating to Cash Collateral) under the Revolving
Credit of at least $[**].



          “Change of Control” means:





     (i) prior to an IPO, (a) a majority of the Voting Stock of the Borrower ceases at any
time and for any reason (including death or incapacity) to be owned, legally and
beneficially, by Mary Tolan, FW Oak Hill Accretive Healthcare Investors, L.P., and/or
Accretive Investors SBIC, L.P., and their respective Controlled Investment Affiliates,
collectively; and




     (ii) upon and after an IPO, the acquisition by any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at
any time of beneficial ownership of 35% or more of the Voting Stock of the Borrower, other than acquisition of such interest by Mary Tolan, FW Oak Hill Accretive
Healthcare Investors, L.P., or Accretive Investors SBIC, L.P., and their respective
Controlled Investment Affiliates.



          “Closing Date” means the date of this Agreement or such later Business Day upon which each
condition described in Section 7.2 shall be satisfied or waived in a manner acceptable to the Bank
in its discretion.




          “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.




          “Collateral” means all properties, rights, interests, and privileges from time to time subject
to the Liens granted to the Bank by the Collateral Documents; provided, however, that




-15-









 







the “Collateral” shall not include Excluded Assets; provided, further, that if and when any property
shall cease to be Excluded Assets, such property shall be deemed at all times from and after the
date thereof to constitute Collateral.




          “Collateral Documents” means the Security Agreement and all other mortgages, deeds of trust,
security agreements, assignments, financing statements and other documents as shall from time to
time secure the Obligations or any part thereof.




          “Commitment” is defined in Section 1.1 hereof.




          “Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Borrower or
any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.




          “Controlled Investment Affiliates” means, with respect to any Person, any fund or investment
vehicle that (i) is organized by such Person for the purpose of making investments in one or more
companies and is controlled by such Person, or (ii) has the same principal fund advisor as such
Person. For purposes of this definition, “control” means the power to direct or cause the
direction of management and policies of a Person, whether by contract or otherwise.




          “Default” means any event or condition the occurrence of which would, with the passage of time
or the giving of notice, or both, constitute an Event of Default.




          “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.




          “EBITDA” means, with reference to any period, Net Income for such period plus the sum of all
amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such
period, (b) federal, state, and local income taxes for such period, (c) depreciation of fixed
assets and amortization of intangible assets for such period, (d) non-cash adjustments relating to
non-cash option expenses and non-cash anti-dilution expense approved in writing by the Bank, (e)
reasonable fees, costs and expenses incurred in connection with the execution, negotiation and
delivery of this Agreement and approved by the Bank in its sole discretion, and (f) such other amounts as approved by the Bank in its sole discretion. Notwithstanding the
foregoing, EBITDA for each of the fiscal quarters ended December 31, 2008, March 31, 2009, and June
30, 2009, shall be deemed to be the amounts set forth on Schedule 5.1 hereof.




          “Eligible Line of Business” means any business engaged in as of the date of this Agreement by
the Borrower or any of its Subsidiaries, any businesses complementary thereto and any reasonable
extensions thereof.




          “Eligible Receivables” means any Receivable of the Borrower or any Guarantor which:





     (a) arises out of the rendition of services fully performed and accepted by the Account
Debtor on such Receivable, and such Receivable does not represent a pre-billed




-16-











 






Receivable or a progress billing, and such Receivable is net of any deposits made by or for
the account of the relevant Account Debtor;




     (b) is payable in U.S. Dollars and the Account Debtor on such Receivable is located
within the United States of America;




     (c) is the valid, binding and legally enforceable obligation of the Account Debtor
obligated thereon and such Account Debtor is not (i) a Subsidiary or an Affiliate (other
than Ascension) of the Borrower, (ii) a shareholder, director, officer or employee of the
Borrower or any Subsidiary, (iii) the United States of America, or any state or political
subdivision thereof, or any department, agency or instrumentality of any of the foregoing,
unless the Assignment of Claims Act or any similar state or local statute, as the case may
be, is complied with to the satisfaction of the Bank, (iv) a debtor under any proceeding
under the United States Bankruptcy Code, as amended, or any other comparable bankruptcy or
insolvency law, or (v) an assignor for the benefit of creditors;




     (d) is not evidenced by an instrument or chattel paper unless the same has been
endorsed and delivered to the Bank;




     (e) is an asset of such Person to which it has good and marketable title, is freely
assignable, and is subject to a perfected, first priority Lien in favor of the Bank free and
clear of any other Liens;




     (f) is not subject to any counterclaim or defense asserted by the Account Debtor or
subject to any offset or contra account payable to the Account Debtor (unless the amount of
such Receivable is net of such contra account established to the reasonable satisfaction of
the Bank);




     (g) no surety bond was required or given in connection with said Receivable or the
contract or purchase order out of which the same arose;




     (h) it is evidenced by an invoice to the Account Debtor dated not more than forty-five
(45) Business Days subsequent to the completion of performance of the relevant services and
is issued on ordinary trade terms requiring payment within thirty (30) days of invoice date;




     (i) is not unpaid more than ninety (90) days after the original invoice date;




     (j) is not owed by an Account Debtor who is obligated on Receivables more than [**] of
which have been past due for longer than the relevant period specified in subsection (i)
above unless the Bank has approved the continued eligibility thereof;




     (k) (with respect to such Receivable only) would not cause the total Receivables owing
from any one Account Debtor (other than Ascension) and its Affiliates to [**];



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     (l) (with respect to such Receivable only) would not cause the total Receivables owing
from [**]; and




     (m) is not otherwise deemed to be ineligible in the reasonable judgment of the Bank (it
being acknowledged and agreed that with five (5) Business Days prior written notice any
Receivable of the Borrower or any Guarantor may be deemed ineligible by the Bank acting in
its reasonable judgment).



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute thereto.



          “Event of Default” means any event or condition identified as such in Section 9.1 hereof.



          “Excluded Assets” has the meaning set forth in the Security Agreement.



          “Fixed
Charges” means, with reference to any period (each a “Test Period”), the sum of (a) all
scheduled payments of principal made or to be made during such period with respect to Indebtedness
of the Borrower and its Subsidiaries, (b) Interest Expense for such period paid in cash, (c)
federal, state, and local income taxes paid or payable in cash by the Borrower and its Subsidiaries
during such period, (d) unfinanced Capital Expenditures made by the Borrower and its Subsidiaries
during such period, and (e) all payments of dividends and distributions made in cash by the
Borrower and its Subsidiaries during such period other than the payments made pursuant to Section
8.12(c) and (e) hereof; provided that for any Test Period ending on or prior to the first
anniversary of the Closing Date, the Fixed Charge Coverage Ratio shall be equal to the product of
(x) the amounts set forth in clauses (a), (b), (c), (d) and (e) above, respectively, for the period
from and after the Closing Date to and including the last day of such Test Period times (y) a
fraction, the numerator of which is 365 and the denominator of which is the number of days elapsed
from and including the Closing Date to and including the last day of such Test Period.



          “Foreign Subsidiary” means each Subsidiary which (a) is organized under the laws of a
jurisdiction other than the United States of America or any state thereof or the District of
Columbia, (b) conducts substantially all of its business outside of the United States of America,
and (c) has substantially all of its assets outside of the United States of America.



          “Funds Transfer and Deposit Account Liability” means the liability of the Borrower or any
Subsidiary owing to the Bank, or any Affiliates of the Bank, arising out of (a) the execution or
processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or
otherwise to or from deposit accounts of the Borrower and/or any Subsidiary now or hereafter
maintained with the Bank or its Affiliates, (b) the acceptance for deposit or the honoring for
payment of any check, draft or other item with respect to any such deposit accounts, and (c) any
other deposit, disbursement, and cash management services afforded to the Borrower or any
Subsidiary by the Bank or its Affiliates.



          “GAAP” means generally accepted accounting principles set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting



-18-









 




Standards Board (or agencies with similar functions of comparable stature and authority within
the U.S. accounting profession), which are applicable to the circumstances as of the date of
determination.




          “Guarantor” and “Guarantors” each is defined in Section 4.3 hereof.




          “Guaranty” and “Guaranties” each is defined in Section 4.3 hereof.




          “Hedging Liability” means the liability of the Borrower or any Subsidiary to the Bank, or any
Affiliates of the Bank, in respect of any interest rate, foreign currency, and/or commodity swap,
exchange, cap, collar, floor, forward, future or option agreement, or any other similar interest
rate, currency or commodity hedging arrangement, as the Borrower or such Subsidiary, as the case
may be, may from time to time enter into with the Bank or its Affiliates.




          “Hostile Acquisition” means the acquisition of the capital stock or other equity interests of
a Person through a tender offer or similar solicitation of the owners of such capital stock or
other equity interests which has not been approved (prior to such acquisition) by resolutions of
the Board of Directors of such Person or by similar action if such Person is not a corporation, or
as to which such approval has been withdrawn.




          “Indebtedness” means for any Person (without duplication) (a) all indebtedness created,
assumed or incurred in any manner by such Person representing money borrowed (including by the
issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or
services (other than trade accounts payable arising in the ordinary course of business which are
not more than ninety (90) days past due and Special Payables), (c) all indebtedness secured by any
Lien upon Property of such Person, whether or not such Person has assumed or become liable for the
payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, (e) all
obligations of such Person on or with respect to letters of credit, bankers’ acceptances and other
extensions of credit whether or not representing obligations for borrowed money, and (f) all net
obligations of such Person under any interest rate, foreign currency, and/or commodity swap,
exchange, cap, collar, floor, forward, future or option agreement, or any other similar interest
rate, currency or commodity hedging arrangement.




          “Interest Expense” means, with reference to any period, the sum of all interest charges
(including imputed interest charges with respect to Capitalized Lease Obligations and all
amortization of debt discount and expense) of the Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.




          “Interest Period” means, with respect to any LIBOR Portion, the period commencing on, as the
case may be, the creation, continuation or conversion date with respect to such LIBOR Portion and
ending 1, 2, 3, or 6 months thereafter as selected by the Borrower in its notice as provided
herein; provided that all of the foregoing provisions relating to Interest Periods are subject to
the following:





     (i) if any Interest Period would otherwise end on a day which is not a Business Day,
that Interest Period shall be extended to the next succeeding Business Day,



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unless in the case of an Interest Period for a LIBOR Portion the result of such extension
would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;




     (ii) no Interest Period may extend beyond the final maturity date of the Note; and




     (iii) the interest rate to be applicable to each Portion for each Interest Period shall
apply from and including the first day of such Interest Period to but excluding the last day
thereof.


For purposes of determining an Interest Period, a month means a period starting on one day in a
calendar month and ending on a numerically corresponding day in the next calendar month, provided,
however, if an Interest Period begins on the last day of a month or if there is no numerically
corresponding day in the month in which an Interest Period is to end, then such Interest Period
shall end on the last Business Day of such month.




          “IPO” means the first underwritten public offering by the Borrower of its equity interests
after the Closing Date pursuant to a registration statement filed with the Securities and Exchange
Commission in accordance with the Securities Act of 1933, as amended.




          “Letter of Credit” and “Letters of Credit” each is defined in Section 1.3 hereof.




          “LIBOR Portions” is defined in Section 2.1(a) hereof.




          “Lien” means any mortgage, lien, security interest, pledge, charge, or encumbrance of any kind
in respect of any Property, including the interests of a vendor or lessor under any conditional
sale, Capital Lease or other title retention arrangement.




          “Loan” and “Loans” each is defined in Section 1.2 hereof.




          “Loan Documents” means this Agreement, the Note, the Applications, the Guaranties, the
Collateral Documents, and each other instrument or document to be delivered hereunder or thereunder
or otherwise in connection therewith.




          “Material Adverse Effect” means (a) a material adverse change in, or material adverse effect
upon, the operations, business, Property or condition (financial or otherwise) of the Borrower or
of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of
the Borrower or any Subsidiary to perform its obligations under any Loan Document, or (c) a
material adverse effect upon (i) the legality, validity, binding effect or enforceability against
the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the Bank
thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document.




          “Moody’s” means Moody’s Investors Service, Inc.




-20-









 








          “Net Income” means, with reference to any period, the net income (or net loss) of the Borrower
and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP.




          “Note” is defined in Section 1.2 hereof.




          “Obligations” means all obligations of the Borrower to pay principal and interest on the
Loans, all reimbursement obligations owing under the Applications, all fees and charges payable
hereunder, and all other payment obligations of the Borrower arising under or in relation to any
Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent, and howsoever evidenced, held, or acquired.




          “PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all
of its functions under ERISA.




          “Permitted Acquisition” means any Acquisition with respect to which all of the following
conditions shall have been satisfied:





     (a) the Acquired Business is in an Eligible Line of Business and has its primary
operations within the United States of America;




     (b) the Acquisition shall not be a Hostile Acquisition;




     (c) the financial statements of the Acquired Business shall have been audited by a
nationally recognized accounting firm or such financial statements shall have undergone
review of a scope reasonably satisfactory to the Bank;




     (d) the Total Consideration for the Acquired Business shall not exceed $[**] and, when
taken together with the Total Consideration for all Acquired Businesses acquired during the
term of this Agreement, shall not exceed $[**] in the aggregate;




     (e) the Borrower shall have notified the Bank not less than 10 Business Days prior to
any such Acquisition and furnished to the Bank at such time reasonable details as to such
Acquisition (including sources and uses of funds therefor), and 3-year historical financial
information (or such lesser time as the Acquired Business has existed) and 2-year pro forma
financial forecast of the Acquired Business on a consolidated basis after giving effect to
the Acquisition and covenant compliance calculations reasonably satisfactory to the Bank
demonstrating satisfaction of the condition described in clause (g) below;




     (f) if a new Subsidiary is formed or acquired as a result of or in connection with the
Acquisition, the Borrower shall have complied with the requirements of Section 4 hereof in
connection therewith; and



-21-









 






     (g) after giving effect to the Acquisition and any extension of credit in connection
therewith, no Default or Event of Default shall exist, including with respect to the
financial covenants contained in Section 8.23 hereof on a pro forma basis.



          “Permitted Liens” is defined in Section 8.8 hereof.




          “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or any other entity or organization, including a
government or agency or political subdivision thereof.




          “Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code that either (a) is maintained by a member
of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained
pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which a member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five plan years made
contributions.




          “Portion” is defined in Section 2.1(a) hereof.




          “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.




          “Receivables” means all rights to the payment of a monetary obligation now or hereafter owing
to the Borrower or any Guarantor evidenced by accounts, instruments, chattel paper or general
intangibles.




          “Reimbursement Obligation” is defined in Section 1.3(d) hereof.




          “Revolving Credit” is defined in Section 1.1 hereof.




          “S&P” means Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill Companies,
Inc.




          “Security Agreement” means that certain Security Agreement dated as of September 30, 2009,
between the Borrower and its Subsidiaries and the Bank, as the same may be amended, modified,
supplemented, or restated from time to time.




          “Special Payables” means those accounts payable of the Borrower arising by operation of
contractual arrangements with a customer for payroll and non-payroll hospital operating costs for
which the Borrower recorded a corresponding receivable, and which payable is subject to a bona fide
dispute with such customer, all as determined in good faith by the Borrower.




          “Subsidiary” means any corporation or other Person more than 50% of the outstanding ordinary
voting shares or other equity interests of which is at the time directly or indirectly




-22-









 







owned by the Borrower, by one or more of its Subsidiaries, or by the Borrower and one or more
of its Subsidiaries.




          “Termination Date” means September 30, 2011, or such earlier date on which the Commitment is
terminated in whole pursuant to Section 3.4, 9.2, or 9.3 hereof.




          “Total Consideration” means, with respect to an Acquisition, the sum (but without duplication)
of (a) cash paid in connection with any Acquisition, (b) indebtedness payable to the seller in
connection with such Acquisition, (c) other future payments which are required to be made over a
period of time and are not contingent upon the Borrower or its Subsidiary meeting financial
performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted
at the Base Rate), but only to the extent not included in clause (a) or (b) above, and (d) the
amount of indebtedness assumed in connection with such Acquisition.




          “Total Funded Debt” means, at any time the same is to be determined, the sum (but without
duplication) of (a) all Indebtedness of the Borrower and its Subsidiaries at such time, and (b) all
Indebtedness of any other Person which is directly or indirectly guaranteed by the Borrower or any
of its Subsidiaries or which the Borrower or any of its Subsidiaries has agreed (contingently or
otherwise) purchased or otherwise acquired or in respect of which the Borrower or any of its
Subsidiaries has otherwise assured a creditor against loss, less the Cash Collateral.




          “Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which
the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair
market value of all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.




          “Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.




          “Wholly-Owned Subsidiary” means a Subsidiary of which all of the issued and outstanding shares
of capital stock (other than directors’ qualifying shares as required by law) or other equity
interests are owned by the Borrower and/or one or more Wholly-Owned Subsidiaries within the meaning
of this definition.




     Section 5.2. Interpretation. The foregoing definitions are equally applicable to both the
singular and plural forms of the terms defined. The words “hereof”, “herein”, and “hereunder” and
words of like import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois time unless otherwise specifically provided. Where the character or amount of
any asset or liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the purposes of this
Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent
with the specific provisions of this Agreement.



-23-









 





Section 6. Representations and Warranties.




          The Borrower represents and warrants to the Bank as follows:




     Section 6.1. Organization and Qualification. The Borrower is duly organized, validly
existing, and in good standing as a corporation under the laws of the State of Delaware, has full
and adequate power to own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the nature of the business
conducted by it or the nature of the Property owned or leased by it requires such licensing or
qualifying where the failure to do so could reasonably be expected to have a Material Adverse
Effect.



     Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly existing, and in good
standing under the laws of the jurisdiction in which it is incorporated or organized, as the case
may be, has full and adequate power to own its Property and conduct its business as now conducted,
and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it requires such
licensing or qualifying where the failure to do so could reasonably be expected to have a Material
Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its
organization, the percentage of issued and outstanding shares of each class of its capital stock or
other equity interests owned by the Borrower and the Subsidiaries and, if such percentage is not
100% (excluding directors’ qualifying shares as required by law), a description of each class of
its authorized capital stock and other equity interests and the number of shares of each class
issued and outstanding. All of the outstanding shares of capital stock and other equity interests
of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the Borrower or a
Subsidiary are owned, beneficially and of record, by the Borrower or such Subsidiary free and clear
of all Liens other than Permitted Liens. There are no outstanding commitments or other obligations
of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any
shares of any class of capital stock or other equity interests of any Subsidiary.



     Section 6.3. Authority and Validity of Obligations. The Borrower has full right and authority
to enter into this Agreement and the other Loan Documents, to make the borrowings herein provided
for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the
Collateral Documents, and to perform all of its obligations hereunder and under the other Loan
Documents. Each Subsidiary has full right and authority to enter into the Loan Documents executed
by it, to guarantee the Obligations, to grant to the Bank the Liens described in the Collateral
Documents executed by it, and to perform all of its obligations under the Loan Documents executed
by it. The Loan Documents delivered by the Borrower and its Subsidiaries have been duly
authorized, executed, and delivered by such Persons and constitute valid and binding obligations of
the Borrower and its Subsidiaries enforceable against them in accordance with their terms except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws
affecting creditors’ rights generally and general principles of equity (regardless of whether the
application of such principles is considered in a proceeding in equity or at law); and this
Agreement and the other Loan Documents do not, nor does the performance



-24-









 




or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein
provided for, (a) contravene or constitute a default under any provision of law or any judgment,
injunction, order or decree binding upon the Borrower or any Subsidiary, in each case, which could
reasonably be expected to have a Material Adverse Effect, or any provision of the organizational
documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or
articles of association and operating agreement, partnership agreement, or other similar
organizational documents) of the Borrower or any Subsidiary or any covenant, indenture or agreement
of or affecting the Borrower or any Subsidiary or any of their Property, in each case, which could
reasonably be expected to have a Material Adverse Effect, or (b) result in the creation or
imposition of any Lien on any Property of the Borrower or any Subsidiary other than Permitted
Liens.




     Section 6.4. Use of Proceeds; Margin Stock. The Borrower shall use the proceeds of the
extensions of credit made available hereunder to finance working capital and for its general
working capital purposes. Neither the Borrower nor any Subsidiary is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds
of any extension of credit made hereunder will be used to purchase or carry any such margin stock
or to extend credit to others for the purpose of purchasing or carrying any such margin stock.



     Section 6.5. Financial Reports. The consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2008, and the related consolidated statements of income, retained
earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and
accompanying notes thereto, which financial statements are accompanied by the audit report of Ernst
& Young LLP, independent public accountants, and the unaudited interim consolidated balance sheet
of the Borrower and its Subsidiaries as at June 30, 2009, and the related consolidated statements
of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for the six
months then ended, heretofore furnished to the Bank, fairly present in all material respects the
consolidated financial condition of the Borrower and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then ended in conformity
with GAAP applied on a consistent basis. Neither the Borrower nor any Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial statements or, with
respect to future periods, on the financial statements furnished pursuant to Section 8.5 hereof.



     Section 6.6. No Material Adverse Change. Since December 31, 2008, there has been no change in
the condition (financial or otherwise) or business prospects of the Borrower or any Subsidiary
except those occurring in the ordinary course of business, none of which individually or in the
aggregate have been materially adverse.



     Section 6.7. Full Disclosure. The statements and information furnished to the Bank in writing
in connection with the negotiation of this Agreement and the other Loan Documents and the
commitment by the Bank to provide all or part of the financing contemplated hereby do not contain
any untrue statements of a material fact or omit a material fact necessary to make the material
statements contained herein or therein not misleading, the Bank acknowledging that, as



-25-









 




to any projections furnished to the Bank, the Borrower only represents that the same were prepared
on the basis of information and estimates the Borrower believed to be reasonable as of the date of
the applicable projections, and that actual results during the period or periods covered by any
such projections may differ from projected results, and such differences may be material.




     Section 6.8. Trademarks, Franchises and Licenses. The Borrower and its Subsidiaries own,
possess or have the right to use all necessary patents, licenses, franchises, trademarks, trade
names, trade styles, copyrights, trade secrets, know how, and confidential commercial and
proprietary information necessary to conduct their businesses as now conducted, without known
conflict with any patent, license, franchise, trademark, trade name, trade style, copyright, or
other proprietary right of any other Person.



     Section 6.9. Governmental Authority and Licensing. The Borrower and its Subsidiaries have
received all licenses, permits, and approvals of all foreign, federal, state, and local
governmental authorities, if any, necessary to conduct their businesses, in each case where the
failure to obtain or maintain the same could reasonably be expected to have a Material Adverse
Effect. No investigation or proceeding which, if adversely determined, could reasonably be
expected to result in revocation or denial of any material license, permit or approval is pending
or, to the knowledge of the Borrower, threatened.



     Section 6.10. Good Title. The Borrower and its Subsidiaries have good and defensible title
(or valid leasehold interests) to their assets as reflected on the most recent consolidated balance
sheet of the Borrower and its Subsidiaries furnished to the Bank (except for sales of assets by
the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other
than Permitted Liens.



     Section 6.11. Litigation and Other Controversies. There is no litigation or governmental or
arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower
threatened, against the Borrower or any Subsidiary or any of their Property which if adversely
determined could reasonably be expected to have a Material Adverse Effect.



     Section 6.12. Taxes. All federal and state income and other material tax returns required to
be filed by the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all
taxes, assessments, fees, and other governmental charges upon the Borrower or any Subsidiary or
upon any of their Property, income or franchises, which are shown to be due and payable in such
returns, have been paid, except such taxes, assessments, fees, and governmental charges, if any, as
are being contested in good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and as to which adequate reserves established in accordance with GAAP have
been provided. The Borrower does not know of any proposed additional tax assessment against it or
its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their
accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Borrower and
its Subsidiaries have been made for all open years, and for the current fiscal period.



     Section 6.13. Approvals. No authorization, consent, license, or exemption from, or filing or
registration with, any court or governmental department, agency, or instrumentality, nor any



-26-









 




approval or consent of any other Person, is or will be necessary to the valid execution, delivery,
or performance by the Borrower or any Subsidiary of any Loan Document, except for such approvals
which have been obtained prior to the date of this Agreement and remain in full force and effect.




     Section 6.14. Affiliate Transactions. Neither the Borrower nor any Subsidiary is a party to
any contracts or agreements with any of its Affiliates (other than with Ascension and Wholly-Owned
Subsidiaries) on terms and conditions which are less favorable to the Borrower or such Subsidiary
than would be usual and customary in similar contracts or agreements between Persons not affiliated
with each other.



     Section 6.15. Investment Company. Neither the Borrower nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.



     Section 6.16. ERISA. The Borrower and each other member of its Controlled Group has fulfilled
its obligations under the minimum funding standards of, and is in compliance in all material
respects with, ERISA and the Code to the extent applicable to it and has not incurred any liability
to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA. Neither the Borrower nor any Subsidiary has any contingent liabilities with
respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation
coverage described in article 6 of Title I of ERISA.



     Section 6.17. Compliance with Laws. The Borrower and its Subsidiaries are in compliance with
the requirements of all foreign, federal, state and local laws, rules and regulations applicable to
or pertaining to their Property or business operations (including, without limitation, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws
and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes and substances), non-compliance with which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any
Subsidiary has received notice to the effect that its operations are not in compliance with any of
the requirements of applicable federal, state or local environmental, health and safety statutes
and regulations or are the subject of any governmental investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.



     Section 6.18. Other Agreements. Neither the Borrower nor any Subsidiary is in default under
the terms of any covenant, indenture or agreement of or affecting the Borrower, any Subsidiary or
any of their Property, which default if uncured could reasonably be expected to have a Material
Adverse Effect.



     Section 6.19. Solvency. The Borrower and its Subsidiaries are solvent, able to pay their
debts as they become due, and have sufficient capital to carry on their business and all businesses
in which they are about to engage.



-27-









 





     Section 6.20. Broker Fees. No broker’s or finder’s fee or commission will be payable with
respect hereto or any of the transactions contemplated thereby; and the Borrower hereby indemnifies
the Bank against, and agrees that it will hold the Bank harmless from, any claim, demand, or
liability for any such broker’s or finder’s fees alleged to have been incurred in connection
herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection
with any such claim, demand, or liability.



     Section 6.21. No Default. No Default or Event of Default has occurred and is continuing.



Section 7. Conditions Precedent.




          The obligation of the Bank to make any extension of credit under this Agreement is subject to
the following conditions precedent:




     Section 7.1. All Advances. As of the time of the making of each extension of credit
(including the initial extension of credit) hereunder:




     (a) each of the representations and warranties set forth in Section 6 hereof and in the
other Loan Documents shall be true and correct in all material respects as of such time,
except to the extent the same expressly relate to an earlier date;




     (b) no Default or Event of Default shall have occurred and be continuing or would occur
as a result of making such extension of credit;




     (c) after giving effect to such extension of credit the aggregate principal amount of
all Loans and Letters of Credit outstanding under this Agreement shall not exceed the lesser
of (i) the Commitment and (ii) the Borrowing Base;




     (d) in the case of the issuance of any Letter of Credit, the Bank shall have received a
properly completed Application therefor together with the fees called for hereby; and




     (e) such extension of credit shall not violate any order, judgment, or decree of any
court or other authority or any provision of law or regulation applicable to the Bank
(including, without limitation, Regulation U of the Board of Governors of the Federal
Reserve System) as then in effect.


The Borrower’s request for any extension of credit hereunder shall constitute its warranty as to
the facts specified in subsections (a) through (d), both inclusive, above.




     Section 7.2. Initial Advance. At or prior to the making of the initial extension of credit
hereunder, the following conditions precedent shall also have been satisfied:




     (a) the Bank shall have received the following (and, with respect to all documents,
each to be properly executed and completed) and the same shall have been approved as to form
and substance by the Bank:



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     (i) the Note;




     (ii) the Security Agreement from the Borrower and its Subsidiaries, together
with (x) any financing statements requested by the Bank, and (y) certificates
evidencing 100% of the equity interests of the Domestic Subsidiaries, together with
undated executed blank stock powers therefor;




     (iii) the Guaranties;




     (iv) evidence of the maintenance of insurance by the Borrower as required
hereby or by the Collateral Documents;




     (v) copies (executed or certified as may be appropriate) of resolutions or
meeting minutes of the Board of Directors or other governing body of the Borrower
and of each Subsidiary authorizing the execution, delivery, and performance of the
Loan Documents;




     (vi) articles of incorporation (or equivalent organizational document) of the
Borrower and of each Guarantor certified by the appropriate governmental office of
the state of its organization;




     (vii) by-laws (or equivalent organizational document) for the Borrower and for
each Guarantor certified by an appropriate officer of such Person acceptable to the
Bank;




     (viii) an incumbency certificate containing the name, title and genuine
signature of the Borrower’s Authorized Representatives;




     (ix) good standing certificates for the Borrower and each Guarantor, dated as
of a date no earlier than 30 days prior to the date hereof, from the appropriate
governmental offices in the state of its incorporation or organization and in each
state in which it is qualified to do business as a foreign organization and in which
the failure to be so qualified could reasonably be expected to have a Material
Adverse Effect; and




     (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and
each Domestic Subsidiary.



          (b) the Bank shall have received the initial fees called for hereby;




          (c) the Bank shall have received such valuations and certifications as it may require
in order to satisfy itself as to the value of the Collateral, the financial condition of the
Borrower and its Subsidiaries, and the lack of material contingent liabilities of the
Borrower and its Subsidiaries;




-29-









 









     (d) legal matters incident to the execution and delivery of the Loan Documents and to
the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; and
the Bank shall have received the favorable written opinion of counsel for the Borrower in
form and substance reasonably satisfactory to the Bank and its counsel;




     (e) the Bank shall have received a Borrowing Base certificate in the form attached
hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of
the close of business on August 31, 2009, and indicating Eligible Receivables of the
Borrower and its Domestic Subsidiaries of at least $[**], and that the total gross
receivables of the Borrower computed in accordance with GAAP is at least $[**];




     (f) the Bank shall have received financing statement, tax and judgment lien search
results against the Property of the Borrower and its Subsidiaries evidencing the absence of
Liens on their Property except as permitted by Section 8.8 hereof;




     (g) the Liens granted to the Bank under the Collateral Documents shall have been
perfected in a manner satisfactory to the Bank and its counsel; and




     (h) the Bank shall have received such other agreements, instruments, documents,
certificates and opinions as the Bank may reasonably request.



     Section 7.3. Post-Closing. Within the time frames set forth below (or such later date as the
Bank may agree to in writing), the following additional conditions must be satisfied: (i) no later
than sixty (60) days after the Closing Date and subject to Section 4.1 hereof, the Borrower shall
deliver to the Bank one or more account control agreements with respect to any deposit accounts or
security accounts of Borrower and each Guarantor maintained by a depository institution other than
the Bank, in form and substance reasonably satisfactory to the Bank and (ii) no later than thirty
(30) days after the Closing Date, the Borrower shall deliver to the Bank a landlord waiver
agreement with respect to 401 North Michigan Avenue Suite 2700, Chicago, Illinois 60611, in form
and substance reasonably satisfactory to the Bank. Failure to comply with the conditions set forth
herein shall constitute an Event of Default hereunder.



Section 8. Covenants.




          The Borrower agrees that, so long as any credit is available to or in use by the Borrower
hereunder, except to the extent compliance in any case or cases is waived in writing by the Bank:




     Section 8.1. Maintenance of Business. The Borrower shall, and shall cause each Subsidiary to,
preserve and maintain its existence, except as otherwise permitted by Section 8.10. The Borrower
shall, and shall cause each Subsidiary to, preserve and keep in force and effect all licenses,
permits and franchises necessary to the proper conduct of its business, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.



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     Section 8.2. Maintenance of Properties. The Borrower shall maintain, preserve, and keep its
property, plant, and equipment in good repair, working order and condition (ordinary wear and tear
excepted) and shall from time to time make all needful and proper repairs, renewals, replacements,
additions, and betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, and shall cause each Subsidiary to do so in respect of Property owned or
used by it, except (i) to the extent that, in the reasonable business judgment of such Person, any
such Property is no longer necessary for the proper conduct of the business of such Person, or (ii)
except where such failure to do so could not reasonably be expected to have a Material Adverse
Effect.



     Section 8.3. Taxes and Assessments. The Borrower shall duly pay and discharge, and shall
cause each Subsidiary to duly pay and discharge, all material taxes, rates, assessments, fees, and
governmental charges upon or against it or its Property, in each case before the same become
delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent enforcement of the matter
under contest and adequate reserves are provided therefor.



     Section 8.4. Insurance. The Borrower shall insure and keep insured, and shall cause each
Subsidiary to insure and keep insured, with good and responsible insurance companies, all insurable
Property owned by it which is of a character usually insured by Persons similarly situated and
operating like Properties against loss or damage from such hazards and risks, and in such amounts,
as are insured by Persons similarly situated and operating like Properties; and the Borrower shall
insure, and shall cause each Subsidiary to insure, such other hazards and risks (including
employers’ and public liability risks) with good and responsible insurance companies, as and to the
extent usually insured by Persons similarly situated and conducting similar businesses. The
Borrower shall in any event maintain insurance on the Collateral to the extent required by the
Collateral Documents. The Borrower shall upon request furnish to the Bank a certificate setting
forth in summary form the nature and extent of the insurance maintained pursuant to this Section.



     Section 8.5. Financial Reports. The Borrower shall, and shall cause each Subsidiary to,
maintain a standard system of accounting in accordance with GAAP and shall furnish to the Bank and
its duly authorized representatives such information respecting the business and financial
condition of the Borrower and its Subsidiaries as the Bank may reasonably request; and without any
request, shall furnish to the Bank:




     (a) as soon as available, and in any event within 15 days after the last day of each
calendar month, a Borrowing Base certificate in the form attached hereto as Exhibit B
showing the computation of the Borrowing Base in reasonable detail as of the close of
business on the last day of such month, including an accounts receivable and accounts
payable aging, prepared by the Borrower and certified to by its chief financial officer or
such other officer reasonably acceptable to the Bank;




     (b) as soon as available, and in any event within 45 days after the last day of each
calendar month, a copy of the consolidated balance sheet of the Borrower and its
Subsidiaries as of the last day of such period and the consolidated statements of income,



-31-









 






retained earnings, and cash flows of the Borrower and its Subsidiaries for the calendar
month and the fiscal year-to-date period then ended, each in reasonable detail showing in
comparative form year-to-date against the budget prepared by the Borrower in accordance with
GAAP (subject to the absence of footnote disclosures and year end audit adjustments) and
certified to by its chief financial officer or such other officer reasonably acceptable to
the Bank;




     (c) as soon as available, and in any event within 120 days after the last day of each
fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and
its Subsidiaries as of the close of such period and the consolidated statements of income,
retained earnings, and cash flows of the Borrower and its Subsidiaries for such period, and
accompanying notes thereto, each in reasonable detail showing in comparative form the
figures for the previous fiscal year, accompanied by an unqualified opinion thereon of Ernst
& Young LLP or another firm of independent public accountants of recognized national
standing, selected by the Borrower and reasonably satisfactory to the Bank, to the effect
that the financial statements have been prepared in accordance with GAAP and present fairly
in all material respects in accordance with GAAP the consolidated financial condition of the
Borrower and its Subsidiaries as of the close of such fiscal year and the results of their
operations and cash flows for the fiscal year then ended and that an examination of such
accounts in connection with such financial statements has been made in accordance with
generally accepted auditing standards and, accordingly, such examination included such tests
of the accounting records and such other auditing procedures as were considered necessary in
the circumstances;




     (d) promptly after receipt thereof, any additional written reports, management letters
or other detailed information contained in writing concerning significant aspects of the
Borrower’s or any Subsidiary’s operations and financial affairs given to it by its
independent public accountants;




     (e) as soon as available, and in any event no later than 45 days after the end of each
fiscal year of the Borrower, a copy of the Borrower’s consolidated business plan for the
following fiscal year, such business plan to show the Borrower’s projected consolidated and
consolidating profit and loss, cash flow and balance sheet on a month-by-month basis, such
business plan to be in reasonable detail prepared by the Borrower and in form reasonably
satisfactory to the Bank;




     (f) notice of any Change of Control;




     (g) promptly after knowledge thereof shall have come to the attention of any
responsible officer of the Borrower, written notice of (i) any threatened or pending
litigation or governmental or arbitration proceeding or labor controversy against the
Borrower or any Subsidiary or any of their Property which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect or (ii) the occurrence of any
Default or Event of Default hereunder; and



-32-









 






     (h) as soon as available, and in any event within 45 days after the last day of each
fiscal quarter of the Borrower, the Borrower shall deliver to the Bank a written certificate
in the form attached hereto as Exhibit C signed by the chief financial officer of the
Borrower, or such other officer of the Borrower reasonably satisfactory to the Bank, to the
effect that to the best of such officer’s knowledge and belief no Default or Event of
Default has occurred during the period covered by such statements or, if any such Default or
Event of Default has occurred during such period, setting forth a description of such
Default or Event of Default and specifying the action, if any, taken by the Borrower to
remedy the same together with calculations supporting such statements in respect of Section
8.23 of this Agreement.



     Section 8.6. Inspection. The Borrower shall, and shall cause each Subsidiary to, permit the
Bank and its duly authorized representatives and agents to visit and inspect any of the Properties,
corporate books and financial records of the Borrower and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Borrower and each Subsidiary,
and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to
be advised as to the same by, its officers, employees, and independent public accountants (and by
this provision the Borrower hereby authorizes such accountants to discuss with the Bank the
finances and affairs of the Borrower and of each Subsidiary) at such reasonable times and
reasonable intervals as the Bank may designate, and, so long as no Event of Default exists, with
reasonable prior notice to the Borrower.



     Section 8.7. Borrowings and Guaranties. The Borrower shall not, nor shall it permit any
Subsidiary to, issue, incur, assume, create, or have outstanding any Indebtedness, or incur
liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging
arrangements, or be or become liable as endorser, guarantor, surety, or otherwise for any debt,
obligation, or undertaking of any other Person, or otherwise agree to provide funds for payment of
the obligations of another, or supply funds thereto or invest therein or otherwise assure a
creditor of another against loss, or apply for or become liable to the issuer of a letter of credit
which supports an obligation of another, or subordinate any claim or demand it may have to the
claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor
operate to prevent:




     (a) the Obligations of the Borrower and its Subsidiaries owing to the Bank under the
Loan Documents and other indebtedness and obligations of such Persons owing to the Bank;




     (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and
its Subsidiaries in an amount not to exceed $[**] in the aggregate at any one time
outstanding;




     (c) endorsement of items for deposit or collection of commercial paper received in the
ordinary course of business;




     (d) obligations of the Borrower or any Subsidiary arising out of interest rate, foreign
currency, and commodity hedging agreements entered into with financial



-33-









 






institutions in connection with bona fide hedging activities in the ordinary course of
business and not for speculative purposes;




     (e) intercompany advances from time to time owing by (i) any Guarantor to the Borrower
or another Guarantor; (ii) by the Borrower to a Guarantor; or (iii) any Foreign Subsidiary
to the Borrower or a Guarantor in an amount which does not exceed $[**] at any time
outstanding, in each case in the ordinary course of business;




     (f) unsecured indebtedness arising from the endorsement of items for deposit or
collection of commercial paper received in the ordinary course of business; and




     (g) unsecured indebtedness of the Borrower and its Subsidiaries not otherwise permitted
by this Section in an amount not to exceed $[**] in the aggregate at any one time
outstanding.



     Section 8.8. Liens. The Borrower shall not, nor shall it permit any Subsidiary to, create,
incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided,
however, that the foregoing shall not apply to nor operate to prevent (collectively, “Permitted
Liens”):




     (a) Liens arising by statute in connection with worker’s compensation, unemployment
insurance, old age benefits, social security obligations, taxes, assessments, statutory
obligations, or other similar charges (other than Liens arising under ERISA), good faith
cash deposits in connection with tenders, contracts, or leases to which the Borrower or any
Subsidiary is a party or other cash deposits required to be made in the ordinary course of
business, provided in each case that the obligation is not for borrowed money and that the
obligation secured is not overdue or, if overdue, is being contested in good faith by
appropriate proceedings which prevent enforcement of the matter under contest and adequate
reserves have been established therefor;




     (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, or other similar Liens
arising in the ordinary course of business with respect to obligations which are not due or
which are being contested in good faith by appropriate proceedings which prevent enforcement
of the matter under contest;




     (c) judgment liens and judicial attachment Liens not constituting an Event of Default
under Section 9.1(g) and the pledge of assets for the purpose of securing an appeal, stay or
discharge in the course of any legal proceeding, provided that the aggregate amount of
liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted
under this subsection, including interest and penalties thereon, if any, shall not be in
excess of $500,000 at any one time outstanding;




     (d) Liens on Property of the Borrower or any Subsidiary created solely for the purpose
of securing indebtedness permitted by Section 8.7(b) hereof, representing or incurred to
finance the purchase price of such Property, provided that no such Lien shall extend to or
cover other Property of the Borrower or such Subsidiary other than the



-34-









 






respective Property so acquired, and the principal amount of indebtedness secured by any
such Lien shall at no time exceed the original purchase price of such Property, as reduced
by repayments of principal thereon;




     (e) any interest or title of a lessor under any operating lease;




     (f) easements, rights-of-way, restrictions, and other similar encumbrances against real
property incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not materially detract from the value of the Property
subject thereto or materially interfere with the ordinary conduct of the business of the
Borrower or any Subsidiary;




     (g) Liens granted in favor of the Bank pursuant to the Collateral Documents;




     (h) Liens existing on the date of this Agreement and set forth on Schedule 8.8;




     (i) rights of setoff imposed by law upon deposit of cash and cash equivalents in favor
of banks or other depository institutions incurred in the ordinary course of business in
deposit accounts maintained with such bank or depository institution; and




     (l) licenses, sublicenses, leases or subleases granted to third parties in the ordinary
course of Borrower’s business not interfering in any material respect with the ordinary
conduct of Borrower’s business and otherwise permitted hereby.



     Section 8.9. Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall
it permit any Subsidiary to, directly or indirectly, make, retain, or have outstanding any
investments (whether through purchase of stock or obligations or otherwise) in, or loans or
advances to, any other Person, or acquire all or any substantial part of the assets or business of
any other Person or division thereof; provided, however, that the foregoing shall not apply to nor
operate to prevent:




     (a) investments in direct obligations of the United States of America or of any agency
or instrumentality thereof whose obligations constitute full faith and credit obligations of
the United States of America, provided that any such obligations shall mature within one
year of the date of issuance thereof;




     (b) investments in commercial paper rated at least P-1 by Moody’s and at least A-1 by
S&P maturing within one year of the date of issuance thereof;




     (c) investments in certificates of deposit issued by the Bank or by any United States
commercial bank having capital and surplus of not less than $100,000,000 which have a
maturity of one year or less;




     (d) investments in repurchase obligations with a term of not more than 7 days for
underlying securities of the types described in subsection (a) above entered into with any
bank meeting the qualifications specified in subsection (c) above, provided all such



-35-









 






agreements require physical delivery of the securities securing such repurchase agreement,
except those delivered through the Federal Reserve Book Entry System;




     (e) investments in money market funds that invest solely, and which are restricted by
their respective charters to invest solely, in investments of the type described in the
immediately preceding subsections (a), (b), (c), and (d) above;




     (f) the Borrower’s investment existing on the date of this Agreement in its
Subsidiaries;




     (g) intercompany advances made from time to time by the Borrower or a Guarantor to
another Guarantor or by a Guarantor to the Borrower in the ordinary course of business to
finance working capital needs;




     (h) investments in account debtors received pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such account debtors or settlement
of delinquent accounts or disputes with account debtors;




     (i) loans and advances to employees, officers and directors of Borrower or any
Guarantor to the extent used to acquire equity interests (or options to acquire equity
interests) of Borrower to the extent such transactions are cashless and other loans and
advances to officers, directors and employees in an aggregate principal amount not to exceed
$500,000 at any time outstanding;




     (j) Permitted Acquisitions;




     (k) intercompany advances made from time to time by the Borrower or a Guarantor to a
Foreign Subsidiary in an amount which does not exceed $[**] at any one time outstanding;




     (l) investments in money market funds, mutual funds, AAA-rated bonds and fixed income
investments in an aggregate amount not to exceed (i) prior to an IPO, $20,000,000, and (ii)
upon and after an IPO, $125,000,000; and




     (m) other investments, loans and advances in addition to those otherwise permitted by
this Section in an amount not to exceed $[**] in the aggregate at any one time outstanding.


In determining the amount of investments, acquisitions, loans, and advances permitted under this
Section, investments and acquisitions shall always be taken at the original cost thereof
(regardless of any subsequent appreciation or depreciation therein), and loans and advances shall
be taken at the principal amount thereof then remaining unpaid.




     Section 8.10. Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit
any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease, or
otherwise dispose of all or any part of its Property, including any disposition of Property as part




-36-












 




of a sale and leaseback transaction, or in any event sell or discount (with or without recourse)
any of its notes or accounts receivable; provided, however, that this Section shall not apply to
nor operate to prevent:





     (a) the sale or lease of inventory in the ordinary course of business;




     (b) the sale, transfer, lease, or other disposition of Property of the Borrower and its
Subsidiaries to one another in the ordinary course of its business;




     (c) the sale of delinquent notes or accounts receivable in the ordinary course of
business for purposes of collection only (and not for the purpose of any bulk sale or
securitization transaction);




     (d) the sale, transfer, or other disposition of any tangible personal property that, in
the reasonable business judgment of the Borrower or its Subsidiary, has become uneconomical,
obsolete, or worn out, and which is disposed of in the ordinary course of business;




     (e) the merger of any Subsidiary with and into the Borrower, provided that, the
Borrower is the entity surviving the merger;




     (f) the sale, transfer, lease or other disposition of Property of the Borrower or any
Subsidiary (including any disposition of Property as part of a sale and leaseback
transaction) aggregating for the Borrower and its Subsidiaries not more than $[**] during
any fiscal year of the Borrower;




     (g) the abandonment or cancellation of any intellectual property that is not material
or is no longer used or useful in any material respect in the business of the Borrower and
its Subsidiaries; and




     (h) sales or forgiveness of accounts receivable which are past due in the ordinary
course of business in connection with the collection or compromise thereof.



     Section 8.11. Maintenance of Subsidiaries. The Borrower shall not assign, sell or transfer,
nor shall it permit any Subsidiary to issue, assign, sell or transfer, any shares of capital stock
of a Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) the
issuance, sale and transfer to any person of any shares of capital stock of a Subsidiary solely for
the purpose of qualifying, and to the extent legally necessary to qualify, such person as a
director of such Subsidiary, (b) Liens on the capital stock of Subsidiaries granted to the Bank
pursuant to the Collateral Documents, and (c) any transaction permitted under Section 8.10.



     Section 8.12. Dividends and Certain Other Restricted Payments. The Borrower shall not, nor
shall it permit any Subsidiary to, (a) declare or pay any dividends on or make any other
distributions in respect of any class or series of its capital stock or other equity interests, or
(b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock
or other equity interests, including without limitation options or warrants to acquire the same



 -37-









 




(collectively referred to herein as “Restricted Payments”); provided, however, that the foregoing
shall not operate to prevent (a) the making of dividends or distributions by any Wholly-owned
Subsidiary to the Borrower, (b) the making of dividends or distributions by the Borrower during any
fiscal year in amounts necessary to allow each of its shareholders to make payments in respect of
its federal income tax liability (and, if applicable, state income tax liability) attributable to
its pro rata share of the Borrower’s taxable income (determined in accordance with the Code)
(including estimated tax payments determined in good faith by the Borrower which are required to be
made by its shareholders with respect thereto) so long as the Borrower shall have elected to be
treated as an S Corporation for income tax purposes, (c) so long as no Event of Default has
occurred and is continuing or would result therefrom, the Borrower may make a one-time dividend to
the shareholders of the Borrower existing on the Closing Date so long as the aggregate amount of
the dividends paid pursuant to this clause (c) does not exceed $15,000,000, (d) purchases,
redemptions or other acquisitions of shares of (or options to purchase shares of) equity interests
in the Borrower or options therefor from present or former directors, officers, other service
providers, or employees (or permitted transferees, assigns, estates or heirs of the foregoing) of
the Borrower or any of its Subsidiaries upon their death, disability, termination of their
employment or retirement, so long as before and after giving effect to any such Restricted Payments
for such purpose, (x) no Event of Default shall have occurred and be continuing, and (y) such
purchases or payments after the date hereof do not exceed $500,000 in any fiscal year, and (e) the
Borrower may make a one-time distribution to the preferred equity holders of the Borrower out of
the proceeds of its IPO in accordance with the shareholders agreement of the Borrower in an
aggregate amount not to exceed $17,500,000.




     Section 8.13. ERISA. The Borrower shall, and shall cause each Subsidiary to, promptly pay and
discharge all obligations and liabilities arising under ERISA of a character which if unpaid or
unperformed could reasonably be expected to result in the imposition of a Lien against any of its
Property. The Borrower shall, and shall cause each Subsidiary to, promptly notify the Bank of:
(a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan, (b)
receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment
of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the
occurrence of any event with respect to any Plan which would result in the incurrence by the
Borrower or any Subsidiary of any material liability, fine or penalty, or any material increase in
the contingent liability of the Borrower or any Subsidiary with respect to any post-retirement
Welfare Plan benefit.



     Section 8.14. Compliance with Laws. The Borrower shall, and shall cause each Subsidiary to,
comply in all respects with the requirements of all foreign, federal, state, local laws, rules,
regulations, ordinances and orders applicable to or pertaining to its Property or business
operations, where any such non-compliance, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or result in a Lien upon any of its Property.



     Section 8.15. Burdensome Contracts With Affiliates. The Borrower shall not, nor shall it
permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of
its Affiliates (other than Guarantors and Ascension) on terms and conditions which are less
favorable to the Borrower or such Guarantor or Ascension than would be usual and customary in



 -38-









 




similar contracts, agreements or business arrangements between Persons not affiliated with each
other.




     Section 8.16. No Changes in Fiscal Year. The fiscal year of the Borrower and its Subsidiaries
ends on December 31 of each year; and the Borrower shall not, nor shall it permit any Subsidiary
to, change its fiscal year from its present basis.



     Section 8.17. Formation of Subsidiaries. Promptly upon the formation or acquisition of any
Subsidiary, the Borrower shall provide the Bank notice thereof and immediately comply with the
requirements of Section 4 hereof (at which time Schedule 6.2 shall be deemed amended to include
reference to such Subsidiary).



     Section 8.18. Change in the Nature of Business. The Borrower shall not, nor shall it permit
any Subsidiary to, engage in any business or activity if as a result the general nature of the
business of the Borrower or any Subsidiary would be changed in any material respect from the
general nature of the business engaged in by it as of the date hereof.



     Section 8.19. Use of Proceeds. The Borrower shall use the credit extended under this
Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4 hereof.



     Section 8.20. No Restrictions. Except as provided herein, the Borrower shall not, nor shall
it permit any Subsidiary to, directly or indirectly create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the ability of the
Borrower or any Subsidiary to: (a) pay dividends or make any other distribution on any
Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary,
(b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances
to the Borrower or any other Subsidiary, (d) transfer any of its Property to the Borrower or any
other Subsidiary, or (e) guarantee the Obligations and/or grant Liens on its assets to the Bank as
required by the Loan Documents.



     Section 8.21. Deposit Accounts. The Borrower shall, and shall cause its Subsidiaries to, from
and after the date 90 days immediately following the Closing Date, maintain their principal
operating accounts at the Bank or the Bank’s affiliates.



     Section 8.22. Clean Up. For a period of no less than five consecutive Business Days during
each calendar year, the Borrower agrees that the aggregate principal amount of all Loans
outstanding hereunder shall be $0.



     Section 8.23. Financial Covenants. (a) EBITDA. As of the last day of each fiscal quarter of
the Borrower, commencing with the fiscal quarter ending September 30, 2009, the Borrower shall not
permit EBITDA for the four fiscal quarters ending during the relevant period set forth below to be
less than the corresponding amount set forth opposite such period:



 -39-









 





	 	 	 
	Period(s) Ending

	 	EBITDA Shall Not be Less Than
	Fiscal Quarter ending on or about 9/30/09

	 	$16,000,000
	 
	 	 
	Fiscal Quarters ending on or about
12/31/09 — 9/30/10

	 	$23,852,000
	 
	 	 
	Fiscal Quarters ending on or about
12/31/10 and all Fiscal Quarters ending
thereafter

	 	$32,000,000






          (b) Total Leverage. As of the last day of each fiscal quarter of the Borrower, commencing
with the fiscal quarter ending September 30, 2009, the Borrower shall not permit the ratio of (i)
Total Funded Debt to (ii) EBITDA for the four fiscal quarters of the Borrower then ended to be
greater than 1.00 to 1.0.




          (c) Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending September 30, 2009, the Borrower shall not permit the
ratio of (i) EBITDA for the four fiscal quarters of the Borrower then ended, to (ii) Fixed Charges
for the same four fiscal quarters then ended to be less than 1.35 to
1.00.




          (d) Capital Expenditures. The Borrower shall not, nor shall it permit any of its Subsidiaries
to, incur Capital Expenditures in an amount in excess of $12,000,000 (herein, the “Maximum Permitted
Amount”) in the aggregate during any fiscal year of the Borrower, commencing with the fiscal year
ending December 31, 2009; provided that the Borrower may carry over into the immediately succeeding
fiscal year 100% of the Maximum Permitted Amount to the extent not actually incurred for capital
expenditures during the immediately preceding fiscal year.




Section 9. Events of Default and Remedies.




     Section 9.1. Events of Default. Any one or more of the following shall constitute an “Event
of Default” hereunder:




     (a) default in the payment when due of all or any part of the principal of any Loan
(whether at the stated maturity thereof or at any other time provided for in this Agreement)
or of any Reimbursement Obligation, or default for a period of three (3) Business Days in
the payment when due of any interest, fee or other Obligation payable hereunder or under any
other Loan Document;




     (b) default in the observance or performance of any covenant set forth in Sections 8.1,
8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20,
8.22 or 8.23 hereof or of any provision of any Loan Document requiring the maintenance of
insurance on the Collateral subject thereto or dealing with the use or remittance of
proceeds of Collateral; or



 -40-









 






     (c) default in the observance or performance of any other provision hereof or of any
other Loan Document which is not remedied within 30 days after the earlier of (i) the date
on which such failure shall first become known to any officer of the Borrower or (ii)
written notice thereof is given to the Borrower by the Bank; or




     (d) any representation or warranty made by the Borrower or any Subsidiary herein or in
any other Loan Document, or in any statement or certificate furnished by it pursuant hereto
or thereto, or in connection with any extension of credit made hereunder, proves untrue in
any material respect as of the date of the issuance or making thereof; or




     (e) (i) any event occurs or condition exists (other than those described in subsections
(a) through (d) above) which is specified as an event of default under any of the other Loan
Documents, or any of the Loan Documents shall for any reason not be or shall cease to be in
full force and effect, or any of the Loan Documents is declared to be null and void, or (ii)
any Subsidiary takes any action for the purpose of terminating, repudiating or rescinding
any Loan Document executed by it or any of its obligations thereunder, or (iii) any of the
Collateral Documents shall for any reason fail to create a valid and perfected first
priority Lien (subject to Permitted Liens) in favor of the Bank in any Collateral purported
to be covered thereby except as expressly permitted by the terms thereof, or (iv) the
Borrower or any Subsidiary makes any payment on account of any Subordinated Debt which is
prohibited under the terms of any instrument subordinating such Subordinated Debt to any
Obligations owed to the Bank, or any subordination provision in any document or instrument
(including, without limitation, any intercreditor or subordination agreement) relating to
any Subordinated Debt shall cease to be in full force and effect, or any Person (including
the holder of any Subordinated Debt) shall contest in any manner the validity, binding
nature or enforceability of any such provision; or




     (f) default shall occur under any Indebtedness issued, assumed or guaranteed by the
Borrower or any Subsidiary aggregating more than $500,000, or under any indenture, agreement
or other instrument under which the same may be issued, and such default shall continue for
a period of time sufficient to permit the acceleration of the maturity of any such
Indebtedness (whether or not such maturity is in fact accelerated), or any such Indebtedness
shall not be paid when due (whether by lapse of time, acceleration or otherwise); or




     (g) any judgment or judgments, writ or writs, or warrant or warrants of attachment, or
any similar process or processes in an aggregate amount in excess of $500,000 shall be
entered or filed against the Borrower or any Subsidiary or against any of their Property and
which remains unvacated, unbonded, unstayed or unsatisfied for a period of 30 days; or




     (h) the Borrower or any member of its Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay
to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or
Plans having aggregate Unfunded Vested Liabilities in



 -41-









 






excess of $500,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA
by the Borrower or any other member of its Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under Title IV of
ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or
a proceeding shall be instituted by a fiduciary of any Material Plan against the Borrower or
any member of its Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such
proceeding shall not have been dismissed within 30 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any
Material Plan must be terminated; or




     (i) dissolution or termination of the existence of the Borrower or any Subsidiary
except as otherwise permitted by Section 8.10, or any Change of Control shall occur; or




     (j) the Borrower or any Subsidiary shall (i) have entered involuntarily against it an
order for relief under the United States Bankruptcy Code, as amended, (ii) not pay, or admit
in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in,
the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official
for it or any substantial part of its Property, (v) institute any proceeding seeking to have
entered against it an order for relief under the United States Bankruptcy Code, as amended,
to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such proceeding filed against it,
(vi) take any action in furtherance of any matter described in parts (i) through (v) above,
or (vii) fail to contest in good faith any appointment or proceeding described in Section
9.1(k) hereof; or




     (k) a custodian, receiver, trustee, examiner, liquidator or similar official shall be
appointed for the Borrower or any Subsidiary or any substantial part of any of their
Property, or a proceeding described in Section 9.1(j)(v) shall be instituted against the
Borrower or any Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 days.



     Section 9.2. Non-Bankruptcy Defaults. When any Event of Default (other than those described
in subsection (j) or (k) of Section 9.1 with respect to the Borrower) has occurred and is
continuing, the Bank may, by notice to the Borrower, take one or more of the following actions:




     (a) terminate the obligation of the Bank to extend any further credit hereunder on the
date (which may be the date thereof) stated in such notice;




     (b) declare the principal of and the accrued interest on the Note to be forthwith due
and payable and thereupon the Note, including both principal and interest and all fees,
charges and other Obligations payable hereunder and under the other Loan



 -42-









 







Documents, shall be and become immediately due and payable without further demand,
presentment, protest or notice of any kind; and




     (c) enforce any and all rights and remedies available to it under the Loan Documents or
applicable law.



     Section 9.3. Bankruptcy Defaults. When any Event of Default described in subsection (j) or
(k) of Section 9.1 with respect to the Borrower has occurred and is continuing, then the Note,
including both principal and interest, and all fees, charges and other Obligations payable
hereunder and under the other Loan Documents, shall immediately become due and payable without
presentment, demand, protest or notice of any kind, and the obligation of the Bank to extend
further credit pursuant to any of the terms hereof shall immediately terminate. In addition, the
Bank may exercise any and all remedies available to it under the Loan Documents or applicable law.



     Section 9.4. Collateral for Undrawn Letters of Credit. When any Event of Default, other than
an Event of Default described in subsection (j) or (k) of Section 9.1 with respect to the Borrower,
has occurred and is continuing, the Borrower shall, upon demand of the Bank, and when any Event of
Default described in subsection (j) or (k) of Section 9.1 with respect to the Borrower has
occurred, the Borrower shall, without notice or demand from the Bank, immediately pay to the Bank
the full amount of each Letter of Credit then outstanding, the Borrower agreeing to immediately
make such payment and acknowledging and agreeing that the Bank would not have an adequate remedy at
law for failure of the Borrower to honor any such demand and that the Bank shall have the right to
require the Borrower to specifically perform such undertaking whether or not any draws have been
made under any such Letters of Credit.



Section 10. Miscellaneous.




     Section 10.1. Non-Business Days. If any payment hereunder becomes due and payable on a day
which is not a Business Day, the due date of such payment shall be extended to the next succeeding
Business Day on which date such payment shall be due and payable. In the case of any payment of
principal falling due on a day which is not a Business Day, interest on such principal amount shall
continue to accrue during such extension at the rate per annum then in effect, which accrued amount
shall be due and payable on the next scheduled date for the payment of interest.



     Section 10.2. No Waiver, Cumulative Remedies. No delay or failure on the part of the Bank or
on the part of the holder of the Obligations in the exercise of any power or right shall operate as
a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of
any power or right preclude any other or further exercise thereof or the exercise of any other
power or right. The rights and remedies hereunder of the Bank and of the holder of the Obligations
are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise
have.



     Section 10.3. Amendments, Etc. No amendment, modification, termination or waiver of any
provision of this Agreement or of any other Loan Document, nor consent to any departure by



 -43-









 




the Borrower therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Bank and the Borrower. No notice to or demand on the Borrower in any case shall,
except as otherwise provided herein, entitle the Borrower to any other or further notice or demand
in similar or other circumstances.




     Section 10.4. Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand
the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation,
preparation, execution and delivery of this Agreement, the other Loan Documents and the other
instruments and documents to be delivered hereunder or thereunder, and in connection with the
recording or filing of any of the foregoing, and in connection with the transactions contemplated
hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or
thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of
the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower
further agrees to pay to the Bank or any other holder of the Obligations all reasonable,
out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any,
incurred or paid by the Bank or any other holder of the Obligations in connection with any Default
or Event of Default or in connection with the enforcement of this Agreement or any of the other
Loan Documents or any other instrument or document delivered hereunder or thereunder (including,
without limitation, all such costs and expenses incurred in connection with any proceeding under
the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further
agrees to indemnify the Bank, and any security trustee, and their respective directors, officers
and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of litigation or preparation
therefor, whether or not the indemnified Person is a party thereto) which any of them may pay or
incur arising out of or relating to any Loan Document or any of the transactions contemplated
thereby or the direct or indirect application or proposed application of the proceeds of any
extension of credit made available hereunder, other than those which arise from the gross
negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand
by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket legal or other
expenses incurred in connection with investigating or defending against any of the foregoing except
if the same is directly due to the gross negligence or willful misconduct of the party to be
indemnified. The obligations of the Borrower under this Section shall survive the termination of
this Agreement.



     (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and
covenants not to sue for any claim for contribution against, the Bank for any damages, costs, loss
or expense, including without limitation, response, remedial or removal costs, arising out of any
of the following: (i) any presence, release, threatened release or disposal of any hazardous or
toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with
respect to their Property, (ii) the operation or violation of any environmental law, whether
federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any
Subsidiary or otherwise occurring on or with respect to their Property, (iii) any claim for
personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise
occurring on or with respect to their Property, and (iv) the inaccuracy or breach of any
environmental representation, warranty or covenant by the Borrower or any



 -44-









 




Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other
instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the
Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable
thereto or otherwise relating thereto, except for damages arising from the Bank’s willful
misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of
all Obligations owing to the Bank and the termination of this Agreement, and shall remain in force
beyond the expiration of any applicable statute of limitations and payment or satisfaction in full
of any single claim under this indemnification. This indemnification shall be binding upon the
successors and assigns of the Borrower and shall inure to the benefit of Bank and its directors,
officers, employees, agents, and collateral trustees, and their successors and assigns.




     Section 10.5. Documentary Taxes. The Borrower agrees to pay on demand any documentary, stamp
or similar taxes payable in respect of this Agreement or any other Loan Document, including
interest and penalties, in the event any such taxes are assessed, irrespective of when such
assessment is made and whether or not any credit is then in use or available hereunder.



     Section 10.6. Survival of Representations. All representations and warranties made herein or
in any of the other Loan Documents or in certificates given pursuant hereto or thereto shall
survive the execution and delivery of this Agreement and the other Loan Documents, and shall
continue in full force and effect with respect to the date as of which they were made as long as
any credit is in use or available hereunder.



     Section 10.7. Survival of Indemnities. All indemnities and other provisions relative to
reimbursement to the Bank of amounts sufficient to protect the yield of the Bank with respect to
the Loans, including, but not limited to, Sections 2.7 and 2.9 hereof, shall survive the
termination of this Agreement and the payment of the Note.



     Section 10.8. Notices. Except as otherwise specified herein, all notices hereunder shall be
in writing (including, without limitation, notice by telecopy) and shall be given to the relevant
party at its address or telecopier number set forth below, or such other address or telecopier
number as such party may hereafter specify by notice to the other given by courier, by United
States certified or registered mail, by telecopy or by other telecommunication device capable of
creating a written record of such notice and its receipt. Notices hereunder shall be addressed:



 -45-









 





	 	 	 
	to the Borrower at:

	 	to the Bank at:
	 
	 	 
	Accretive Health, Inc.

401 North Michigan Avenue, Suite 2700 

Chicago, Illinois 60611


	 	Bank of Montreal

115 South LaSalle Street

Chicago, Illinois 60603

	Attention: Greg Kazarian, General

                  Counsel 


	 	Attention: Geraldine Rudig

Telephone: (312) 461-3139

	Telephone: (312) 324-7820

Telecopy: (312) 324-5355


	 	Telecopy: (312) 293-4355






Each such notice, request or other communication shall be effective (i) if given by telecopier,
when such telecopy is transmitted to the telecopier number specified in this Section and a
confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days
after such communication is deposited in the mail, certified or registered with return receipt
requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the
addresses specified in this Section; provided that any notice given pursuant to Section 1 or
Section 2 hereof shall be effective only upon receipt.




     Section 10.9. Construction. The provisions of this Agreement relating to Subsidiaries shall
only apply during such times as the Borrower has one or more Subsidiaries. Nothing contained
herein shall be deemed or construed to permit any act or omission which is prohibited by the terms
of any of the other Loan Documents, the covenants and agreements contained herein being in addition
to and not in substitution for the covenants and agreements contained in the other Loan
Documents.



     Section 10.10. Headings. Section headings used in this Agreement are for convenience of
reference only and are not a part of this Agreement for any other purpose.



     Section 10.11. Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction.



     Section 10.12. Counterparts. This Agreement may be executed in any number of counterparts,
and by different parties hereto on separate counterpart signature pages, and all such counterparts
taken together shall be deemed to constitute one and the same instrument.



     Section 10.13. Binding Nature, Governing Law, Etc. This Agreement shall be binding upon the
Borrower and its successors and assigns, and, subject to Section 10.16(b), shall inure to the
benefit of the Bank and the benefit of its successors and assigns, including any subsequent holder
of the Obligations. The Borrower may not assign its rights hereunder without the written consent
of the Bank. This Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof and any prior agreements, whether written or oral, with respect thereto
are superseded hereby. This Agreement and the rights and duties of the parties hereto shall be
governed by, and construed in accordance with, the internal laws of the State of Illinois without
regard to principles of conflicts of laws.



 -46-









 





     Section 10.14. Submission to Jurisdiction; Waiver of Jury Trial. The Borrower hereby submits
to the nonexclusive jurisdiction of the United States District Court for the Northern District of
Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all legal
proceedings arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Borrower irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such proceeding brought
in such a court has been brought in an inconvenient forum. The Borrower and the Bank hereby
irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or
relating to any Loan Document or the transactions contemplated thereby.



     Section 10.15. USA Patriot Act. The Bank hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify, and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information
that will allow the Bank to identify the Borrower in accordance with the Act.



     Section 10.16. Participations and Assignments. (a) The Bank shall have the right at its own
cost to grant participations (to be evidenced by one or more agreements or certificates of
participation) in the Loans and Letters of Credit at any time and from time to time to one or more
other Persons; provided that no such participation shall relieve the Bank of any of its obligations
under this Agreement, and, provided, further that no such participant shall have any rights under
this Agreement except as provided in this Section, and the Bank shall have no obligation or
responsibility to such participant. Any agreement pursuant to which such participation is granted
shall provide that the granting Bank shall retain the sole right and responsibility to enforce the
obligations of the Borrower under this Agreement and the other Loan Documents including, without
limitation, the right to approve any amendment, modification or waiver of any provision of the Loan
Documents, except that such agreement may provide that the Bank will not agree to any modification,
amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed
date for payment of any Obligation in which such participant has an interest. Any party to which
such a participation has been granted shall have the benefits of Section 2.7 and Section 2.9
hereof. The Borrower authorizes the Bank and its assigns to disclose to any participant or
prospective participant under this Section any financial or other information pertaining to the
Borrower or any Subsidiary.



          (b) The Bank shall have the right at any time to sell, assign, transfer or negotiate all or
any part of its rights and obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by the Bank, together with an equivalent percentage
of its obligation to make Loans and participate in Letters of Credit) to one or more Persons
pursuant to one or more assignment agreements in form and substance acceptable to the Bank,
provided that so long as no Default or Event of Default has occurred and is continuing the Borrower
shall have consented in writing to such assignment (such consent not to be unreasonably withheld).
Any such assignee shall become a holder of the Obligations (and Commitments, as applicable)
assigned for all purposes hereunder to the extent of the rights and obligations under the Loan
Documents it assumes and the assignee shall be released from its




 -47-









 







obligations, and will have released its rights, under the Loan Documents to the extent of such
assignment. The address for notices to such assignee shall be as specified in the assignment
agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the
Borrower shall execute and deliver replacement Notes to the assignee and the assignor in the
respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving
effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all
purposes of the Loan Documents). The Borrower authorizes the Bank and its permitted assigns to
disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in
Letters of Credit owed to it or its Commitments under this Section any financial or other
information pertaining to the Borrower or any Subsidiary.




          (c) The Bank or any permitted assignee may at any time pledge or grant a security interest in
all or any portion of its rights under this Agreement to secure obligations of the Bank or such
assignee, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or grant of a security interest; provided that no such pledge or grant of
a security interest shall release the Bank or such assignee from any of its obligations hereunder
or substitute any such pledgee or secured party for the Bank or such assignee as a party hereto;
provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve
Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by
means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.




     Section 10.17. Confidentiality. The Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and
other advisors to the extent any such Person has a need to know such Information (it being
understood that the Persons to whom such disclosure is made will first 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 (including any self-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) to any other party hereto, (e)
to the extent necessary in connection with the exercise of any remedies hereunder or under any
other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (A) any assignee of or
participant in, or any prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower or any Subsidiary and its obligations, (g) with the
prior written consent of the Borrower, (h) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this Section or (B) becomes available to the Bank
on a non-confidential basis from a source other than the Borrower or any Subsidiary or any of their
directors, officers, employees or agents, including accountants, legal counsel and other advisors,
(i) to rating agencies if requested or required by such agencies in connection with a rating
relating to the Loans or Commitments hereunder, or (j) to entities which compile and publish
information about the syndicated loan market, provided that only basic information about the
pricing and structure of the transaction evidenced hereby may be disclosed



 -48-









 




pursuant to this subsection (j). For purposes of this Section, “Information” means all information
received from the Borrower or any of the Subsidiaries or from any other Person on behalf of the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses.





 -49-









 








          This Credit Agreement is entered into between us for the uses and purposes hereinabove set
forth as of the date first above written.




	 	 	 	 	 
	 	“Borrower”




Accretive Health, Inc.

 	 
	By	/s/ John T. Staton
 	 
	 	Name  John T. Staton 	 
	 	Title Chief Financial Officer 	 
	 
	 	“Bank”




Bank of Montreal

 	 
	By	 /s/ Geraldine M. Rudig
 	 
	 	Name Geraldine M. Rudig                                                          	 
	 	Title Director 	 
	 



[Signature Page to Credit Agreement]





 











 





Exhibit A

Revolving Note




	 	 	 
	$15,000,000

	 	Chicago, Illinois     


September 30, 2009     






     On the Termination Date, for value received, the undersigned, Accretive Health, Inc., a
Delaware corporation (the “Borrower”), hereby promises to pay to the order of Bank of Montreal
(the “Bank”) at its office at 115 South LaSalle Street, Chicago, Illinois, the principal sum
of (i) Fifteen Million and no/100 Dollars ($15,000,000), or (ii) such lesser
amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the
aggregate unpaid principal amount of all Loans owing from the Borrower to the Bank under the
Revolving Credit provided for in the Credit Agreement hereinafter mentioned.



     This Note evidences Loans made and to be made to the Borrower by the Bank under the Revolving
Credit provided for under that certain Credit Agreement dated as of September 30, 2009, between the
Borrower and the Bank (said Credit Agreement, as the same may be amended, modified or restated from
time to time, being referred to herein as the “Credit Agreement”), and the Borrower hereby promises
to pay interest at the office described above on such Loans evidenced hereby at the rates and at
the times and in the manner specified therefor in the Credit Agreement.



     This Note is issued by the Borrower under the terms and provisions of the Credit Agreement and
is secured by, among other things, the Collateral Documents, and this Note and the holder hereof
are entitled to all of the benefits and security provided for thereby or referred to therein, to
which reference is hereby made for a statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain
prepayments are required to be made hereon, all in the events, on the terms and with the effects
provided in the Credit Agreement. All capitalized terms used herein without definition shall have
the same meanings herein as such terms are defined in the Credit Agreement.



     The Borrower hereby promises to pay all reasonable, out-of-pocket costs and expenses
(including reasonable attorneys’ fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Borrower hereby waives presentment
for payment and demand. This Note shall be construed in accordance with, and governed by, the
internal laws of the State of Illinois without regard to principles of conflicts of laws.




	 	 	 	 	 
	 

	 	Accretive Health, Inc.
	 
	 

	 	By  	 	 
	 

	 	 	 	 
	 

	 	 	Name 	 
	 

	 	 	 	 
	 

	 	 	Title   	 
	 

	 	 	 	 





 









 






Exhibit B




Accretive Health, Inc.

Borrowing Base Certificate



To: Bank of Montreal




     Pursuant to the terms of the Credit Agreement dated as of September 30, 2009, between
Accretive Health, Inc. and you (the “Credit Agreement”), we submit this Borrowing Base Certificate
to you and certify that the information set forth below and on any attachments to this certificate
is true, correct and complete as of the date of this certificate.



	 	 	 	 	 	 	 	 	 
	I.  Borrowing Base Calculation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	A. Receivables in Borrowing Base
	 	 	 	 	 	 	 	 
	 
	1. Gross Receivables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2. Less
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(a) Ineligible sales (i.e. not within the U.S.)

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(b) Owed by an account debtor who is a Subsidiary or an Affiliate

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(c) Owed by an account debtor who is in an insolvency or
reorganization proceeding

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(d) Unpaid more than 90 days

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(e) Ineligible as to Ascension receivables because of ____%
concentration factor
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(f) Ineligible as to Account Debtors other than Ascension because of
[**]% concentration factor

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(g) Otherwise ineligible

	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
Deductions (sum of lines A2a - A2f)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. Eligible Receivables (line A1 minus line A2)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4. Eligible Receivables in Borrowing Base
(line A3 x .75)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	B. Cash Collateral
	 	 	 	 	 	 	 	 
	 
	1. Cash Collateral
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2. Cash Collateral in Borrowing Base (line B1 x 1.00)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	C. Total Borrowing Base
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(sum of lines A4 and B2)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	D. Revolving Credit Advances
	 	 	 	 	 	 	 	 
	 
	1. Loans
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2. Letters of Credit
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. Total Revolving Credit
Outstanding
(line D1 plus D2)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	E. Unused Availability
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(lesser of Commitment ($15,000,000) and line C above, minus line D3)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	II. Accounts Receivable Aging
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	General Ledger Activity	 	Accounts Receivable Aging	
	 
	 	 	 	 	 	 
	A/R at     
                

	 	$          
          
	 	Current
	 	           
         
	 
	 	 	 	 	 	 
	Add       
               Sales

	 	$            
        
	 	30-60 Days
	 	            
        
	 
	 	 	 	 	 	 
	Less       
               Cash

	 	(             
       )
	 	60-90 Days
	 	            
        
	 
	 	 	 	 	 	 
	Less       
               Cm’s

	 	(             
       )
	 	Over 90 Days
	 	             
       
	 
	 	 	 	 	 	 
	A/R at       
              

	 	$                    
	 	Total
	 	$                    







III. Accounts Payable Aging





	 	 	 	Current               
                    
                   
                   
     
        
	 
	 	 	 	30-60 Days                                      
                    
                    
   
	 
	 	 	 	60-90 Days                                      
                    
                    
   
	 
	 	 	 	         Total                                     
                    
                    
   




-2-









 











IV. Withholding taxes have been paid through                                         




(date)





	 	 	 	Dated as of this                
      day of           
                 
             ,        
             .





	 	 	 	 	 
	 

	 	Accretive Health, Inc.
	 
	 

	 	By 	 	 
	 

	 	 	 	 
	 

	 	 	Name  	 
	 

	 	 	 	 
	 

	 	 	Title	 
	 

	 	 	 	 






-3-











 





Exhibit C




Accretive Health, Inc.

Compliance Certificate




To: Bank of Montreal



     This
Compliance Certificate is furnished to Bank of Montreal (the “Bank”) pursuant to
that certain Credit Agreement dated as of September 30, 2009, between Accretive Health, Inc. (the
“Borrower”) and the Bank (the “Credit
Agreement”). Unless otherwise defined herein, the terms used
in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.



     The Undersigned hereby certifies on behalf of the Borrower and not in my individual
capacity that:




     1. I am the duly elected                                          of the Borrower;




     2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements;




     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or the occurrence of any event which constitutes a
Default or Event of Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate, except as set forth
below;




     4. The financial statements required by Section 8.5 of the Credit Agreement and being
furnished to you concurrently with this certificate are, to the best of my knowledge, true,
correct and complete in all material respects as of the dates and for the periods covered
thereby; and




     5. The Attachment hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and
computations are, to the best of my knowledge, true, complete and correct in all material
respects and have been made in accordance with the relevant Sections of the Credit
Agreement.



     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Borrower
has taken, is taking, or proposes to take with respect to each such condition or event:



 









 






 


 


 


 





     The foregoing certifications, together with the computations set forth in the Attachment
hereto and the financial statements delivered with this Certificate in support hereof, are made and
delivered this
               
day of ____________, ___.



	 	 	 	 	 	 	 	 	 
	 	 	Accretive Health, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name	 	 	 	 
	 

	 	 	 	Title
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







-2-









 








Attachment to Compliance Certificate

Accretive Health, Inc.




Compliance Calculations for Credit Agreement

Dated as of September 30, 2009

Calculations as of _____________, ___




	 	 	 	 	 	 	 
	A.	 	EBITDA (Section 8.23(a))	 	 
	 	 	1.

	 	Net Income for past 4 quarters
	 	$                    
	 	 	2.

	 	Interest Expense for past 4 quarters
	 	$                    
	 	 	3.

	 	Income taxes for past 4 quarters
	 	$                    
	 	 	4.

	 	Depreciation and Amortization Expense for past 4
quarters
	 	$                    
	 	 	5.

	 	Non-cash adjustments approved by
the Bank for past 4
quarters
	 	$                    
	 	 	6.

	 	Fees, costs and expenses incurred in connection with
the execution, negotiation and delivery of the Credit
Agreement approved by the Bank
	 	$                    
	 	 	7.

	 	Other amounts approved by the Bank
	 	$                    
	 	 	8.

	 	Sum of Lines A1, A2, A3, A4, A5, A6 and A7 (“EBITDA”)
	 	$                    
	 	 	9.

	 	Line A must be at least
	 	$                    
	 	 	10.

	 	The Borrower is in compliance (circle yes or no)
	 	yes/no
	 	 	 
	 	 	 	 
	B.	 	Total Leverage Ratio (Section 8.23(b))	 	 
	 	 	1.

	 	Total Funded Debt
	 	$                    
	 	 	2.

	 	EBITDA (Line A6)
	 	$                    
	 	 	3.

	 	Ratio of Line B1 to B2
	 	___:1.0
	 	 	4.

	 	Line B3 ratio shall not be greater than
	 	1:00 to 1.0
	 	 	5.

	 	The Borrower is in compliance (circle yes or no)
	 	yes/no
	 	 	 
	 	 	 	 
	C.	 	Fixed Charge Coverage Ratio (Section 8.23(c))	 	 
	 	 	1.

	 	EBITDA (Line A6)
	 	$                    
	 	 	2.

	 	Payments for past 4 quarters
	 	$                    
	 	 	3.

	 	Interest Expense for past 4 quarters
	 	$                    
	 	 	4.

	 	Income taxes for past 4 quarters
	 	$                    
	 	 	5.

	 	Cash Collateral
	 	$5,000,000






 









 






	 	 	 	 	 	 	 
	 	 	6.

	 	Sum of Lines C2, C3, and C4, minus Line C5
	 	$                    
	 	 	7.

	 	Ratio of Line C1 to Line C6
	 	___:1.0
	 	 	8.

	 	Line C7 ratio must not be less than
	 	1:35:1.0
	 	 	9.

	 	The Borrower is in compliance (circle yes or no)
	 	yes/no
	 	 	 
	 	 	 	 
	D.	 	Capital Expenditures (Section 8.23(d))	 	 
	 	 	1.

	 	Year-to-date Capital Expenditures
	 	$                    
	 	 	2.

	 	Maximum permitted amount (including carry forward of
$____________from prior period)
	 	$                    
	 	 	3.

	 	The Borrower is in compliance (circle yes or no)
	 	yes/no







-2-









 








Schedule 5.1




EBITDA




	 	 	 
	Fiscal Quarter Ended

	 	EBITDA
	December 31, 2008

	 	$2,673,000
	 
	 	 
	March 31, 2009

	 	$5,673,000
	 
	 	 
	June 30, 2009

	 	$5,984,000







 









 








Schedule 6.2




Subsidiaries




	 	 	 	 	 
	 	 	 	 	Percentage
	Name	 	Jurisdiction of Incorporation 	 	Ownership
	SDI Acquisition, Inc.
	 	Delaware
	 	100%
	 	 	 	 	 
	Accretive Health India Private 

Limited
	 	India
	 	100%
	 	 	 	 	 
	Accretive Health India Services 

Private Limited
	 	India
	 	100%