EX-10.1



 




Exhibit 10.1

EXECUTION COPY



 

 






CREDIT AGREEMENT




Dated as of April 15, 2005




among




LAKERS HOLDING CORP.,

(to be renamed LIFEPOINT HOSPITALS, INC.),

as Borrower,




THE LENDERS REFERRED TO HEREIN,




CITICORP NORTH AMERICA, INC.,

as Administrative Agent,




BANK OF AMERICA, N.A.,

CIBC WORLD MARKETS CORP.,

SUNTRUST BANK,

UBS SECURITIES LLC,

as Co-Syndication Agents,




and




CITIGROUP GLOBAL MARKETS INC.,

as Sole Lead Arranger and Sole Bookrunner




 

 






Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Defined Terms
	 	 	1	 
	SECTION 1.02.

	 	Classification of Loans and Borrowings
	 	 	32	 
	SECTION 1.03.

	 	Terms Generally
	 	 	32	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	THE CREDITS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Credit Commitments
	 	 	33	 
	SECTION 2.02.

	 	Procedure for Borrowing
	 	 	34	 
	SECTION 2.03.

	 	Conversion and Continuation Options for Loans
	 	 	35	 
	SECTION 2.04.

	 	Swingline Loans
	 	 	36	 
	SECTION 2.05.

	 	Optional and Mandatory Prepayments of Loans; Repayments of Term B Loans
	 	 	37	 
	SECTION 2.06.

	 	Letters of Credit
	 	 	40	 
	SECTION 2.07.

	 	Repayment of Loans; Evidence of Debt
	 	 	43	 
	SECTION 2.08.

	 	Interest Rates and Payment Dates
	 	 	44	 
	SECTION 2.09.

	 	Computation of Interest
	 	 	44	 
	SECTION 2.10.

	 	Fees
	 	 	44	 
	SECTION 2.11.

	 	Termination, Reduction or Adjustment of Commitments
	 	 	46	 
	SECTION 2.12.

	 	Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate
	 	 	46	 
	SECTION 2.13.

	 	Pro Rata Treatment and Payments
	 	 	46	 
	SECTION 2.14.

	 	Illegality
	 	 	47	 
	SECTION 2.15.

	 	Requirements of Law
	 	 	48	 
	SECTION 2.16.

	 	Taxes
	 	 	49	 
	SECTION 2.17.

	 	Indemnity
	 	 	52	 
	SECTION 2.18.

	 	Change of Lending Office
	 	 	52	 
	SECTION 2.19.

	 	Sharing of Setoffs
	 	 	52	 
	SECTION 2.20.

	 	Assignment of Commitments Under Certain Circumstances
	 	 	53	 
	SECTION 2.21.

	 	Increase in Commitments
	 	 	53	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Organization, etc.
	 	 	55	 
	SECTION 3.02.

	 	Due Authorization, Non-Contravention, etc.
	 	 	55	 
	SECTION 3.03.

	 	Government Approval, Regulation, etc.
	 	 	55	 
	SECTION 3.04.

	 	Validity, etc.
	 	 	56	 
	SECTION 3.05.

	 	Representations and Warranties in the Merger Agreement
	 	 	56	 
	SECTION 3.06.

	 	Financial Information
	 	 	56	 
	SECTION 3.07.

	 	No Material Adverse Effect
	 	 	56	 






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	 	 	 	 	Page
	SECTION 3.08.

	 	Litigation
	 	 	57	 
	SECTION 3.09.

	 	Compliance with Laws and Agreements
	 	 	57	 
	SECTION 3.10.

	 	Subsidiaries
	 	 	57	 
	SECTION 3.11.

	 	Ownership of Properties
	 	 	57	 
	SECTION 3.12.

	 	Taxes
	 	 	57	 
	SECTION 3.13.

	 	Pension and Welfare Plans
	 	 	58	 
	SECTION 3.14.

	 	Environmental Warranties
	 	 	58	 
	SECTION 3.15.

	 	Regulations U and X
	 	 	59	 
	SECTION 3.16.

	 	Disclosure; Accuracy of Information
	 	 	59	 
	SECTION 3.17.

	 	Insurance
	 	 	60	 
	SECTION 3.18.

	 	Labor Matters
	 	 	60	 
	SECTION 3.19.

	 	Solvency
	 	 	60	 
	SECTION 3.20.

	 	Securities
	 	 	60	 
	SECTION 3.21.

	 	Indebtedness To Remain Outstanding
	 	 	60	 
	SECTION 3.22.

	 	Pledge Agreements
	 	 	61	 
	SECTION 3.23.

	 	Licenses; Accreditations
	 	 	61	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	CONDITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Effective Date
	 	 	61	 
	SECTION 4.02.

	 	Conditions to Each Credit Event
	 	 	64	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Financial Information, Reports, Notices, etc.
	 	 	65	 
	SECTION 5.02.

	 	Compliance with Laws, etc.
	 	 	67	 
	SECTION 5.03.

	 	Maintenance of Properties
	 	 	67	 
	SECTION 5.04.

	 	Insurance
	 	 	67	 
	SECTION 5.05.

	 	Books and Records; Visitation Rights
	 	 	67	 
	SECTION 5.06.

	 	Environmental Covenant
	 	 	67	 
	SECTION 5.07.

	 	Information Regarding Collateral
	 	 	68	 
	SECTION 5.08.

	 	Existence; Conduct of Business
	 	 	68	 
	SECTION 5.09.

	 	Performance of Obligations
	 	 	69	 
	SECTION 5.10.

	 	Casualty and Condemnation
	 	 	69	 
	SECTION 5.11.

	 	Pledge of Additional Collateral
	 	 	69	 
	SECTION 5.12.

	 	Further Assurances
	 	 	69	 
	SECTION 5.13.

	 	Use of Proceeds
	 	 	69	 
	SECTION 5.14.

	 	Payment of Taxes
	 	 	70	 
	SECTION 5.15.

	 	Equal Security for Loans and Notes
	 	 	70	 
	SECTION 5.16.

	 	Guarantees
	 	 	70	 
	SECTION 5.17.

	 	Subordination of Intercompany Loans
	 	 	71	 






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	 	 	 	 	Page
	

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Indebtedness; Certain Equity Securities
	 	 	71	 
	SECTION 6.02.

	 	Liens
	 	 	73	 
	SECTION 6.03.

	 	Fundamental Changes; Line of Business
	 	 	74	 
	SECTION 6.04.

	 	Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	75	 
	SECTION 6.05.

	 	Asset Sales
	 	 	76	 
	SECTION 6.06.

	 	Sale and Leaseback Transactions
	 	 	77	 
	SECTION 6.07.

	 	Restricted Payments
	 	 	78	 
	SECTION 6.08.

	 	Transactions with Affiliates
	 	 	79	 
	SECTION 6.09.

	 	Restrictive Agreements
	 	 	79	 
	SECTION 6.10.

	 	Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness
	 	 	80	 
	SECTION 6.11.

	 	No Other “Designated Senior Indebtedness”
	 	 	80	 
	SECTION 6.12.

	 	Interest Expense Coverage Ratio
	 	 	81	 
	SECTION 6.13.

	 	Total Leverage Ratio
	 	 	82	 
	SECTION 6.14.

	 	Capital Expenditures
	 	 	82	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Listing of Events of Default
	 	 	83	 
	SECTION 7.02.

	 	Action if Bankruptcy
	 	 	85	 
	SECTION 7.03.

	 	Action if Other Event of Default
	 	 	85	 
	SECTION 7.04.

	 	Action if Event of Termination
	 	 	85	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	THE AGENTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	The Agents
	 	 	86	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Notices
	 	 	87	 
	SECTION 9.02.

	 	Survival of Agreement
	 	 	88	 
	SECTION 9.03.

	 	Binding Effect
	 	 	88	 
	SECTION 9.04.

	 	Successors and Assigns
	 	 	88	 
	SECTION 9.05.

	 	Expenses; Indemnity
	 	 	92	 
	SECTION 9.06.

	 	Right of Setoff
	 	 	93	 
	SECTION 9.07.

	 	Applicable Law
	 	 	94	 
	SECTION 9.08.

	 	Waivers; Amendment
	 	 	94	 
	SECTION 9.09.

	 	Interest Rate Limitation
	 	 	96	 
	SECTION 9.10.

	 	Entire Agreement
	 	 	97	 
	SECTION 9.11.

	 	WAIVER OF JURY TRIAL
	 	 	97	 






-iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 9.12.

	 	Severability
	 	 	97	 
	SECTION 9.13.

	 	Counterparts
	 	 	97	 
	SECTION 9.14.

	 	Headings
	 	 	97	 
	SECTION 9.15.

	 	Jurisdiction; Consent to Service of Process
	 	 	97	 
	SECTION 9.16.

	 	Confidentiality
	 	 	98	 
	SECTION 9.17.

	 	Citigroup Direct Website Communications
	 	 	98	 
	SECTION 9.18.

	 	Administrative Agent and Collateral Agent as Joint Creditor
	 	 	99	 
	SECTION 9.19.

	 	Designated Senior Indebtedness
	 	 	100	 






	 	 	 
	EXHIBIT A

	 	Form of Administrative Questionnaire
	EXHIBIT B

	 	Form of Borrowing Request
	EXHIBIT C

	 	Form of Assignment and Acceptance
	EXHIBIT D

	 	Form of Compliance Certificate
	EXHIBIT E

	 	Form of Indemnity, Subrogation and Contribution Agreement
	EXHIBIT F-1

	 	Form of Term B Note
	EXHIBIT F-2

	 	Form of Revolving Note
	EXHIBIT G

	 	Form of Closing Certificate
	EXHIBIT H

	 	Form of Guarantee Agreement
	EXHIBIT I

	 	Form of Pledge Agreement
	EXHIBIT J

	 	Form of Opinion of Dewey Ballantine LLP
	EXHIBIT K

	 	Form of Solvency Certificate
	 
	 	 
	SCHEDULE 2.01

	 	Lenders and Commitments
	SCHEDULE 2.06(j)

	 	Existing Letters of Credit
	SCHEDULE 3.10

	 	Subsidiaries; Other Investments
	SCHEDULE 3.11(b)

	 	Leased and Owned Real Property
	SCHEDULE 3.14(a)

	 	Facilities/Properties Not in Compliance with Environmental Laws
	SCHEDULE 3.14(b)

	 	Environmental Claims
	SCHEDULE 3.14(c)

	 	Releases of Hazardous Materials
	SCHEDULE 3.17

	 	Insurance
	SCHEDULE 3.21(a)

	 	Indebtedness to Remain Outstanding
	SCHEDULE 3.21(b)

	 	Indebtedness to Be Repaid
	SCHEDULE 3.21(c)

	 	Liens to Be Terminated
	SCHEDULE 3.21(d)

	 	Liens to Remain Outstanding
	SCHEDULE 3.23

	 	Hospitals; Beds
	SCHEDULE 4.01(e)

	 	Local Counsel Opinions
	SCHEDULE 6.04

	 	Existing Investments
	SCHEDULE 6.09

	 	Existing Restrictions






-iv-









 





               CREDIT AGREEMENT (this “Agreement”) dated as of April 15, 2005, among LAKERS
HOLDING CORP. (to be renamed LifePoint Hospitals, Inc.), a Delaware corporation
(“Borrower”); the financial institutions listed on Schedule 2.01, as such Schedule may from
time to time be supplemented and amended (the “Lenders”); CITICORP NORTH AMERICA, INC., as
administrative agent (in such capacity, the “Administrative Agent”) for the lenders; BANK
OF AMERICA, N.A., CIBC WORLD MARKETS CORP., SUNTRUST BANK and UBS SECURITIES LLC, as co-syndication
agents (in such capacities, the “Co-Syndication Agents”); and CITIGROUP GLOBAL MARKETS INC.
(“CGMI”), as sole lead arranger and sole bookrunner (in such capacity, the “Lead
Arranger”).



               WHEREAS, LifePoint Hospitals, Inc. (“LifePoint”) (to be renamed Historic
LifePoint Hospitals, Inc.), and Province Healthcare Company (“Province”), have together
newly formed Borrower as a corporation, approximately 66-2/3% of the issued and outstanding capital
stock of which is owned by LifePoint and the remaining approximately 33-1/3% of the issued and
outstanding capital stock of which is owned by Province;



               WHEREAS, Borrower has formed Lakers Acquisition Corp., a Delaware corporation (“Lakers
Acquisition”), and Pacers Acquisition Corp., a Delaware corporation (“Pacers
Acquisition”), as wholly-owned direct subsidiaries;



               WHEREAS, LifePoint, Borrower, Lakers Acquisition, Pacers Acquisition and Province have entered
into an agreement and plan of merger dated as of August 15, 2004 (together with all schedules and
exhibits thereto, the “Merger Agreement”), pursuant to which, among other things, (i)
Lakers Acquisition will merge with and into LifePoint with LifePoint being the surviving
corporation and a direct wholly-owned subsidiary of Borrower and (ii) Pacers Acquisition will merge
with and into Province with Province being the surviving corporation and a direct wholly-owned
subsidiary of Borrower (together, the “Mergers”);



               WHEREAS, in connection with and prior to or concurrently with the Mergers, the Indebtedness to
Be Repaid (as defined herein) will be repaid, defeased or irrevocably called for redemption with
funds deposited and commitments terminated, as further described herein;



               WHEREAS, Borrower has requested the Lenders to extend to Borrower credit in the form of (a)
Term B Loans on the Effective Date and, if necessary, on the Delayed Draw Closing Dates (as defined
herein) in an aggregate principal amount not in excess of $1,250,000,000 and (b) Revolving Loans
and Letters of Credit at any time and from time to time prior to the Revolving Credit Maturity Date
in an aggregate principal amount at any time outstanding not in excess of $300,000,000; and



               WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to
the terms and conditions hereinafter set forth;



               NOW, THEREFORE, in consideration of the promises and the agreements hereinafter set forth, the
parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




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



 









 





               “ABR Borrowing” means a Borrowing comprised of ABR Loans.



               “ABR Loan” means any Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of Article II.



               “Accreditation Body” means all Persons having jurisdiction over the accreditation,
certification, evaluation or operation of any of the Hospitals, including, without limitation, the
Joint Commission on Accreditation of Healthcare Organizations and applicable state licensing bodies
having jurisdiction over the licensing of acute care Hospitals as such.



               “Additional Collateral” has the meaning assigned to such term in Section 5.11.



               “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.



               “Administrative Agent” has the meaning assigned to such term in the preamble to this
Agreement.



               “Administrative Questionnaire” means an Administrative Questionnaire in the form of
Exhibit A.



               “Affiliate” of any Person means any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such Person (excluding any trustee
under, or any committee with responsibility for administering, any Plan). A Person shall be deemed
to be “controlled by” any other Person if such other Person possesses, directly or indirectly,
power




     (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners; or




     (b) to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.



               “Agent Fees” has the meaning assigned to such term in Section 2.10(c).



               “Agent Parties” has the meaning assigned to such term in Section 9.17(c).



               “Agents” means the Administrative Agent, the Collateral Agent and the Co-Syndication
Agents.



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



               “Alternate Base Rate” means for any day, a rate per annum equal to the
highest of (a) the Administrative Agent’s Base Rate in effect on such day, (b) 0.5% per
annum above the latest three-week moving average of secondary market morning offering rates
in the United States for three-month certificates of deposit of major United States money market
banks, such three-week moving average being determined weekly on each Monday (or, if any such day
is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the
next previous Friday by the Administrative Agent on the basis of such rates reported by certificate
of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication
shall be suspended or terminated, on the basis of quotations



-2-









 




for such rates received by the Administrative Agent from three New York
certificate of deposit dealers of recognized standing selected by the Administrative Agent, in
either case adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher
0.25% (the “Certificate of Deposit Rate”), and (c) the Federal Funds Rate in effect on such
day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Base Rate, the
Certificate of Deposit Rate or the Federal Funds Rate shall be effective as of the opening of
business, New York time, on the effective day of such change in the Base Rate, the Certificate of
Deposit Rate or the Federal Funds Rate, respectively.




               “Applicable Rate” means, for any day (i) with respect to Term B Loans, (A) 0.625%
per annum, in the case of ABR Loans, and (B) 1.625% per annum, in
the case of Eurodollar Loans, and (ii) with respect to Revolving Loans, (A) before the Trigger
Date, (x) 0.75% per annum, in the case of ABR Loans, and (y) 1.75% per
annum, in the case of Eurodollar Loans, and (B) on and after the Trigger Date, the
applicable rate per annum set forth in the table below (x) under the caption “ABR
Revolving Loans Spread,” in the case of ABR Loans, and (y) under the caption “Eurodollar Revolving
Loans Spread,” in the case of Eurodollar Loans, in each case based upon the Total Leverage Ratio as
of the most recent determination date:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total
	 	 	ABR	 	 	Eurodollar	 
	 	Leverage
	 	 	Revolving Loans	 	 	Revolving Loans	 
	 	Ratio
	 	 	Spread	 	 	Spread	 
	 	34.50 to 1.00

	 	 	 	1.25	%	 	 	 	2.25	%	 
	 	34.00 to 1.00

	 	 	 	1.00	%	 	 	 	2.00	%	 
	 	<4.50 to 1.00
	 	 	 	 	 	 	 	 	 	 	 
	 	33.00 to 1.00

	 	 	 	0.75	%	 	 	 	1.75	%	 
	 	<4.00 to 1.00
	 	 	 	 	 	 	 	 	 	 	 
	 	32.00 to 1.00

	 	 	 	0.50	%	 	 	 	1.50	%	 
	 	<3.00 to 1.00
	 	 	 	 	 	 	 	 	 	 	 
	 	<2.00 to 1.00

	 	 	 	0.25	%	 	 	 	1.25	%	 
	 







               For purposes of such calculation of the Applicable Rate with respect to Revolving Loans on and
after the Trigger Date, (i) the Total Leverage Ratio shall be determined as of the end of each
Fiscal Quarter based upon Borrower’s consolidated financial statements delivered pursuant to
Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the
Total Leverage Ratio shall be effective three (3) Business Days after the date on which the
Administrative Agent shall have received the applicable financial statements and a Compliance
Certificate calculating the Total Leverage Ratio. If at any time Borrower has not submitted to the
Administrative Agent the applicable information as and when required under Section 5.01(a) or (b),
the Applicable Rate shall be the highest rate set forth in the table above until such time as
Borrower has provided the information required under Section 5.01(a) or (b). Within one (1)
Business Day of receipt of the applicable information as and when required under Section 5.01(a) or
(b), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed
in writing) of the Applicable Rate in effect from such date.



               “Approved Like-Kind Exchange” means any exchange intended to comply with Section 1031
of the Code (or any successor provision) of one or more healthcare facilities and related Property
owned by any Loan Party for one or more healthcare facilities and related Property owned by one or
more Persons other than a Loan Party; provided that (a) Borrower shall have delivered to
the Administrative Agent a certificate of a Responsible Officer, in detail reasonably satisfactory
to the Administrative Agent, demonstrating that, upon giving effect to any such exchange on a pro
forma basis, Consolidated EBITDA will be not less than 90% of Consolidated EBITDA prior to such
exchange and (b) the aggregate book



-3-









 




value of all assets disposed of by the Loan Parties pursuant to these exchanges subsequent to
the Effective Date (determined as of the date of any such exchange, net of any liabilities of the
Loan Parties assumed by the Person to which the relevant assets were transferred) shall not exceed
25% of Consolidated
Total Assets; provided, further, that if any transaction involves both an
exchange and payment of consideration or fails to comply with the provisions of Section 1031 of the
Code, such transaction shall be deemed to be an Approved Like-Kind Exchange only to the extent that
it involves such an exchange and has met all the requirements of Section 1031 and, to the extent it
does not meet such requirements, shall be an “Asset Sale” for all purposes.




               “Asset Sale” means any sale, transfer, lease, conveyance or other disposition by
Borrower or any of its Subsidiaries of any of its property or assets, including any sale or
issuance of any Equity Interests of any Subsidiary of Borrower, except (a) sales, dispositions and
leases permitted by clauses (i) through (xi) of Section 6.05 and (b) (i) the first such transaction
or series of transactions after the Effective Date which, if an Asset Sale, would not generate Net
Proceeds in excess of $50,000,000 in the aggregate since the Effective Date shall not constitute
“Asset Sale(s)” (and the net proceeds generated therefrom shall be available to Borrower for any
purpose permitted hereby) and (ii) thereafter, any transaction or series of transactions shall not
constitute “Asset Sale(s)” unless and until the Net Proceeds generated in the aggregate exceeds
$25,000,000 (whereupon, all amounts in excess of such $50,000,000 referred to in clause (i) shall
then constitute an “Asset Sale”).



               “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
9.04(b)), and accepted by the Administrative Agent substantially in the form of Exhibit C
or such other form as shall be approved by the Administrative Agent.



               “Authorized Officer” means, with respect to Borrower, those of its officers whose
signature and incumbency has been certified to the Administrative Agent and the Lenders by the
Secretary of Borrower in a certificate dated the Effective Date or any successor thereto.



               “Available Revolving Credit Commitment” means as to any Revolving Lender, at any time
of determination, an amount equal to such Revolving Lender’s Revolving Credit Commitment at such
time minus such Revolving Lender’s Revolving Credit Exposure at such time.



               “Base Rate” means the rate of interest per annum publicly announced
from time to time by the Administrative Agent as its base rate in effect at its principal office in
New York City (the Base Rate not being intended to be the lowest rate of interest charged by the
Administrative Agent in connection with extensions of credit to debtors). Any change in such rate
announced by the Administrative Agent shall take effect at the opening of business, New York time,
on the day specified in the public announcement of such change.



               “Board” means the Board of Governors of the Federal Reserve System of the United
States.



               “Borrower” has the meaning assigned to such term in the preamble to this Agreement.



               “Borrowing” means a Loan or group of Loans to Borrower of the same Class and Type made
(including through a conversion or continuation) by the applicable Lenders on a single date and as
to which a single Interest Period is in effect.



               “Borrowing Date” means any Business Day specified in a Borrowing Request pursuant to
Section 2.02 as a date on which Borrower requests Loans to be made hereunder.



-4-









 





               “Borrowing Request” has the meaning assigned to such term in Section 2.02(a).



               “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law to close.



               “Capital Expenditures” means, for any period, without duplication, any and all
expenditures made by Borrower or any of its Subsidiaries in such period for assets added to or
reflected in its property, plant and equipment accounts or other similar capital asset accounts or
comparable items or any other capital expenditures that are, or should be, set forth as “additions
to plant, property and equipment” in a statement of cash flow prepared in accordance with GAAP and
such additions to “plant, property and equipment” in accounts payable and/or incurred through a
capital lease. Notwithstanding the foregoing, for purposes hereof the term “Capital Expenditures”
shall not include (A) expenditures of proceeds of insurance settlements, condemnation awards and
other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other
property to the extent such expenditures are made to replace or repair such lost, destroyed,
damaged or condemned assets, equipment or other property or otherwise to acquire assets or
properties useful in the business of Borrower or its Subsidiaries, (B) expenditures for equipment
or other property purchased substantially concurrently with the trade-in of existing equipment or
other property to the extent of the trade-in credit thereof, (C) any payment or incurrence of
liabilities comprising the purchase price for any Permitted Acquisition or (D) expenditures for the
acquisition of an existing medical office building or of a Person whose sole asset is an existing
medical office building.



               “Capital Lease Obligations” means all monetary or financial obligations of Borrower
and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or
personal property, or a combination thereof, which, in accordance with GAAP, would or should be
classified and accounted for as capital leases, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall
be the date of the last payment of rent or any other amount due under such lease prior to the first
date on which such lease may be terminated by the lessee without payment of a penalty. For
avoidance of doubt, prepaid leases shall not be deemed “Capital Lease Obligations” except to the
extent required under GAAP.



               “Cash Interest Expense” means, for any period, Consolidated Interest Expense net of
interest income for such period, including imputed interest expense for Capital Lease Obligations
and excluding the amortization of all non-cash debt discounts and deferred finance costs incurred
in connection with all Consolidated Indebtedness.



               “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended.



               “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability
Information System List.



               “CGMI” has the meaning assigned to such term in the preamble to this Agreement.



               “Change in Control” means the occurrence of any of the following:




     (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of voting stock representing 35% or more of the
voting power of the voting Equity Interests of Borrower;



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     (ii) at any time Borrower shall fail to own, directly or indirectly, 100% of the Equity
Interests of both LifePoint and Province;




     (iii) during any period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of Borrower (together with any new directors
whose election to such board of directors or whose nomination for election was approved by a
vote of 66-2/3% of the directors of Borrower then still in office who were either directors
at the beginning of such period or whose election or nomination for election was previously
so approved) cease for any reason to constitute at least a majority of the board of
directors of Borrower; or




     (iv) any “change of control”, “fundamental change” or any other substantially
equivalent event shall occur in respect of any Subordinated Debt in excess of $25,000,000
that results in holders of such Subordinated Debt having the right to require the repurchase
or redemption thereof prior to a stated maturity thereof.



               “Charges” has the meaning assigned to such term in Section 9.09.



               “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Term B Loans or Swingline Loans, and
when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit
Commitment or Term B Commitment, and when used in reference to any Lender, refers to whether such
Lender is a Revolving Lender or a Term B Lender.



               “Closing Certificate” means a certificate substantially in the form of Exhibit
G.



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



               “Collateral” means any and all “Collateral” as defined in any applicable Pledge
Agreement.



               “Collateral Agent” means Citicorp North America, Inc., in its capacity as collateral
agent for the Secured Parties under the Pledge Agreements.



               “Commitment” means, with respect to any Lender, such Lender’s Revolving Credit
Commitment or Term B Commitment or any combination thereof (as the context requires).



               “Commitment Fee” has the meaning assigned to such term in Section 2.10(a).



               “Commitment Fee Average Daily Amount” has the meaning assigned to such term in Section
2.10(a).



               “Commitment Fee Percentage” means, for any day, (A) in the case of Revolving Credit
Commitments, (i) prior to the Trigger Date, 0.50% per annum and (ii) on and after
the Trigger Date, 0.50% or, if the Total Leverage Ratio is less than 3.5:1.0 as of the last day of
the most recent Fiscal Quarter or Fiscal Year as demonstrated by the consolidated financial
statements of Borrower delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) and
the Compliance Certificate demonstrating the Total Leverage Ratio as of such date, 0.375%
per annum and (B) in the case of Term B Commitments, 0.50% per
annum. If at any time Borrower has not submitted to the Administrative Agent the
applicable information as and when required under Section 5.01(a) or (b), the Commitment Fee
Percentage shall be 0.50% per annum in the case of Revolving Credit Commitments
until such time as Borrower has provided



-6-









 




the information required under Section 5.01(a) or (b) and demonstrating a Total Leverage Ratio
of less than 3.5:1.0.




               “Commitment Fee Termination Date” has the meaning assigned to such term in Section
2.10(a).



               “Commitment Percentage” means the percentage of the Total Revolving Credit Commitment
represented by such Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have
terminated or expired, the Commitment Percentage shall be determined based upon the Revolving
Credit Commitments most recently in effect, giving effect to any assignments.



               “Communications” has the meaning assigned to such term in Section 9.17(a).



               “Compliance Certificate” has the meaning assigned to such term in Section 5.01(a).



               “Conduit Financing Arrangement” has the meaning assigned to such term in Section 2.16.



               “Consolidated Current Assets” means, with respect to any Person on any date of
determination, the total assets of such Person and its consolidated Subsidiaries which should
properly be classified as current assets on a consolidated balance sheet of such Person and its
consolidated Subsidiaries in accordance with GAAP, minus the total cash and Permitted
Investments of such Person and its consolidated Subsidiaries on such date.



               “Consolidated Current Liabilities” means, with respect to any Person as at any date of
determination, the total liabilities of such Person and its consolidated Subsidiaries which should
properly be classified as current liabilities (other than the current portion of any long term
indebtedness and short term indebtedness) on a consolidated balance sheet of such Person and its
consolidated Subsidiaries in accordance with GAAP.



               “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period




     (a) plus, to the extent deducted in arriving at such Consolidated Net Income,
(i) Consolidated Interest Expense, (ii) foreign, federal, state and local income and
franchise Taxes for such period, together with interest accruing with respect to tax
liabilities, (iii) charges for depreciation of fixed assets and amortization of intangible
assets, (iv) legal, professional and other fees and expenses, including debt prepayment or
call premium costs, consent solicitation fees and subsequent write offs of deferred finance
costs, incurred in connection with efforts of Borrower to refinance or prepay any debt and
related to the Merger Transactions or in connection with any refinancing including LifePoint
Notes or the Province Notes, (v) severance packages related to management employment
contracts and retention bonuses (or similar obligations) payable in connection with the
Transactions, (vi) consulting and non-compete payments made to Martin S. Rash pursuant to
the Consulting Agreement, dated August 15, 2004, between LifePoint and Martin S. Rash as in
effect on the Effective Date, (vii) payments made under the Information System Agreement No.
C0407691, dated March 29, 2004, between Province and McKesson Information Solutions LLC as
in effect on the Effective Date, (viii) non-cash charges for the impairment of long-lived
assets, (ix) non-cash ESOP expense, and (x) loss on discontinued operations and loss on
disposal of discontinued operations,



-7-









 






     (b) minus gains on discontinued operations and gains on disposal of
discontinued operations,




     (c) minus (in the case of gains) or plus (in the case of losses) gains
and losses on sale of assets,




     (d) minus (in the case of gains) or plus (in the case of losses)
non-cash charges relating to foreign currency gains or losses,




     (e) plus (in the case of items deducted in arriving at Consolidated Net Income)
and minus (in the case of items added in arriving at Consolidated Net Income)
non-cash charges resulting from changes in accounting principles,




     (f) plus non-cash stock based compensation expense,




     (g) plus non-cash extraordinary loss as defined by GAAP,




     (h) minus the sum of (x) interest income and (y) extraordinary income or gains
as defined by GAAP, and




     (i) plus (in the case of items deducted) or minus (in the case of items
added) the impact of purchase accounting adjustments that must be accounted for in the
Consolidated Income Statement of Borrower (including non-cash changes in estimates and
conformity with critical accounting policies of Borrower with respect to Province not to
exceed $75,000,000 in the aggregate).


“Consolidated EBITDA” shall (i) exclude the income or loss of any Person (other than consolidated
Subsidiaries of Borrower) in which any other Person (other than Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Borrower or any of its Subsidiaries by such Person during such
period, (ii) exclude the income of any consolidated Subsidiary to the extent that declaration of
payment of dividends or similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary and (iii) to the
extent Consolidated EBITDA includes amounts attributable to minority interests in non-wholly owned
Subsidiaries of Borrower, Consolidated EBITDA shall be reduced by the amounts attributable to such
minority interests.




               Notwithstanding the foregoing definition, Consolidated EBITDA of Borrower shall be deemed to
be $97,800,000 for the Fiscal Quarter ended September 30, 2004 and $104,000,000 for the Fiscal
Quarter ended December 31, 2004.



               “Consolidated Indebtedness” means, at a particular date, the aggregate stated balance
sheet amount of all Indebtedness of Borrower and its Subsidiaries determined on a consolidated
basis in accordance with GAAP (excluding Letters of Credit).



               “Consolidated Interest Expense” means, with respect to Borrower and its Subsidiaries
on a consolidated basis for any period, the sum of (a) gross interest expense, including (i)
amortization of all debt discounts and deferred finance costs incurred in connection with all
outstanding indebtedness, (ii) bank and commitment fees, (iii) LC Fees and (iv) allocated interest
expense of capital leases and (b) capitalized interest, but excluding interest accruing with
respect to tax liabilities (whether or not contingent).



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               “Consolidated Net Income” means, for any period, the net income or net loss of
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP and as reported in
accordance with the Exchange Act.



               “Consolidated Senior Indebtedness” means, at a particular date, the aggregate stated
balance sheet amount of all Indebtedness (excluding Letters of Credit), other than any Indebtedness
subordinated in right of payment to the Obligations of Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.



               “Consolidated Total Assets” means the total assets of Borrower and its consolidated
Subsidiaries determined in accordance with GAAP.



               “control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and “controlling” and “controlled”
have meanings correlative thereto.



               “Copy” or “copy” means, with respect to the submission of any data, either
requested by the Administrative Agent or any Lender or required by this Agreement, (a) a hard copy
thereof, (b) an electronic transmission thereof or (c) written or electronic notification
referencing an SEC filing containing such data and posted on the SEC’s website.



               “Credit Event” has the meaning assigned to such term in Section 4.02.



               “Debt Incurrence” has the meaning assigned to such term in Section 2.05(c)(ii).



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



               “Defaulting Lender” means, at any time, (a) any Lender with respect to which a Lender
Default is in effect, (b) any Lender that is the subject (as a debtor) of any action or proceeding
(i) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial part of its
assets, (c) any Lender that shall make a general assignment for the benefit of its creditors or (d)
any Lender that shall generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due.



               “Delayed Draw Amount” has the meaning assigned to such term in Section 2.01(a).



               “Delayed Draw Closing Date” has the meaning assigned to such term in Section 2.01(a).



               “Destruction” means any and all damage to, or loss or destruction of, or loss of title
to, all or any portion of the Property of Borrower or any of its Subsidiaries.



               “Dollars” or “$” means lawful money of the United States of America.



               “Domestic Subsidiary” means any Subsidiary of Borrower that is not a Non-U.S.
Subsidiary.



-9-









 





               “Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in writing).



               “Employee Benefit Plan” means an employee benefit plan (as defined in Section 3(3) of
ERISA) that is maintained or contributed to by a Loan Party or ERISA Affiliate or with respect to
which a Loan Party could incur liability.



               “Environment” means ambient and indoor air, surface water and groundwater (including
potable water, navigable water and wetlands), the land surface or subsurface strata, natural
resources such as flora and fauna, or as otherwise defined in any applicable Environmental Law.



               “Environmental Claim” means any written accusation, allegation, notice of violation,
claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of,
any Governmental Authority or any other Person for damages, injunctive or equitable relief,
personal injury (including sickness, disease or death), Remedial Action costs, tangible or
intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on
the Environment caused by any Hazardous Material, or for fines, penalties or restrictions,
resulting from or based upon: (a) the existence, or the continuation of the existence, of a
Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure to
any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or
disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental
Law or Environmental Permit.



               “Environmental Laws” means any and all applicable treaties, laws (including common
law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way
to the Environment, preservation or reclamation of natural resources, the management, Release or
threatened Release of, or exposure to, any Hazardous Material or to health and safety matters.



               “Environmental Liability” means any liability, contingent or otherwise (including, but
not limited to, any liability for damages, natural resource damage, costs of Remedial Action,
administrative oversight costs, fines, penalties or indemnities), of Borrower or any of its
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release or threatened
Release of any Hazardous Materials into the Environment.



               “Environmental Permit” means any permit, approval, authorization, certificate,
license, variance, filing or permission required by or from any Governmental Authority pursuant to
any Environmental Law.



               “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person.



               “Equity Issuance” has the meaning assigned to such term in Section 2.05(c)(i).



               “Equity Rights” means all securities convertible or exchangeable for Equity Interests
and all warrants, options or other rights to purchase or subscribe for any Equity Interests,
whether or not presently convertible, exchangeable or exercisable.



-10-









 





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



               “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with any Loan Party, is treated as a single employer under Sections 414(b) or (c) of the
Code, and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977, 4980D, 4980E
and/or each “applicable section” under Section 414(t)(2) of the Code, within the meaning of Section
414(b), (c), (m) or (o) of the Code.



               “ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA
or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which
the 30-day notice period is waived by regulation); (b) the existence with respect to any Pension
Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not
waived, the failure to make by its due date a required installment under Section 412(m) of the Code
with respect to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code of an application for a
waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any
Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension
Plan; (e) the receipt by any Loan Party or ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Pension Plan, to appoint a trustee to
administer any Pension Plan, or to take any other action with respect to a Pension Plan that could
result in material liability to a Loan Party or a Subsidiary, or the occurrence of any event or
condition which could reasonably be expected to constitute grounds under ERISA for the termination
of or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any Loan
Party or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from
any Pension Plan or Multiemployer Plan; (g) the receipt by a Loan Party or ERISA Affiliate of any
notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of
ERISA; (h) the making of any amendment to any Pension Plan which could result in the imposition of
a lien or the posting of a bond or other security; or (i) the occurrence of a nonexempt prohibited
transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could
result in liability to a Loan Party or any of the Subsidiaries.



               “ESOP” means the LifePoint Employee Stock Ownership Trust or any successor plan
thereto, as the same may be amended from time to time.



               “ESOP Loans” means loans or other extensions of credit to the ESOP by Borrower or any
of its Subsidiaries or guarantees by such Persons of loans or other extensions of credit to the
ESOP by a third party lender, in either case in connection with the purchase of the Equity
Interests of Borrower.



               “Eurodollar Borrowing” means a Borrowing comprised of Eurodollar Loans.



               “Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to
the Adjusted LIBO Rate in accordance with the provisions of Article II.



               “Event of Default” has the meaning assigned to such term in Section 7.01.



               “Event of Termination” has the meaning assigned to such term in Section 7.01.



               “Excess Cash Flow” means, without duplication, for any Person for any period for which
such amount is being determined:



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     (a) Consolidated Net Income,




     (b) minus any gains from sale of assets (net of taxes),




     (c) plus any non-cash losses from sale of assets,




     (d) plus depreciation and amortization expense,




     (e) plus deferred tax expense,




     (f) minus deferred tax benefit,




     (g) plus non-cash stock compensation expense, including ESOP expense,




     (h) plus losses on impairment charges,




     (i) plus amortization of deferred finance costs and other non-cash interest
costs,




     (j) minus increases in Consolidated Current Assets that are related to
continuing operations,




     (k) plus decreases in Consolidated Current Assets that are related to
continuing operations,




     (l) plus increases in Consolidated Current Liabilities that are related to
continuing operations,




     (m) minus decreases in Consolidated Current Liabilities that are related to
continuing operations,




     (n) minus the amount of Capital Expenditures in such period funded from
Internally Generated Funds,




     (o) plus non-cash charge (or minus non-cash income) as a result of
changes in accounting principles,




     (p) plus non-cash charges (or minus non cash income) to conform Province’s
critical accounting policies to LifePoint’s,





     (q) minus the amount actually paid by Borrower and its Subsidiaries in
connection with Permitted Acquisitions funded with Internally Generated Funds,




     (r) minus payments of scheduled and mandatory prepayments of principal due with
respect to long term Indebtedness (including payments of principal of the Term B Loans on
the Installment Payment Dates pursuant to Section 2.05(d) but excluding pursuant to
2.05(c)(v)) made during such period funded with Internally Generated Funds,




     (s) plus other non-cash expenses and minus other non-cash income that is not
referred above,



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     (t) plus non-cash loss on discontinued operations and non-cash loss on disposal
of discontinued operations, and




     (u) minus non-cash gain or income from discontinued operations and gain or
income from disposal of discontinued operations.



     Any cash payment or expenditure made with respect to professional and general liability claims
will be subtracted in computing Excess Cash Flow during the period in which such cash payment or
expenditure is made.


“Excess Cash Flow” shall (i) exclude the income or loss of any Person (other than consolidated
Subsidiaries of Borrower) in which any other Person (other than Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Borrower or any of its Subsidiaries by such Person during such
period, (ii) the income of any consolidated Subsidiary to the extent that declaration of payment of
dividends or similar distributions by that Subsidiary of that income is not at the time permitted
by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary and (iii) to the extent
Excess Cash Flow includes amounts attributable to minority interests in non-wholly owned
Subsidiaries of Borrower, Excess Cash Flow shall be reduced by the amounts attributable to such
minority interests.




               “Excess Cash Flow Percentage” means, for any Fiscal Year, (i) 50% if the Senior
Leverage Ratio is greater than or equal to 2.0:1.0 as of the last day of such Fiscal Year as
demonstrated by the consolidated financial statements of Borrower delivered to the Administrative
Agent pursuant to Section 5.01(b) and the Compliance Certificate calculating the Senior Leverage
Ratio as of such date and (ii) zero if the Senior Leverage Ratio is less than 2.0:1.0 as of the
such date as demonstrated by such financial statements and Compliance Certificate; provided
that the Excess Cash Flow Percentage shall be 50% in the event Borrower shall have failed to
deliver such financial statements and Compliance Certificate.



               “Exchange Act” means the Securities Exchange Act of 1934, as amended.



               “Excluded Debt Incurrence” means any issuance of Indebtedness permitted by Section
6.01(a) (other than clause (xi) (to the extent specified) of Section 6.01(a)).



               “Excluded Equity Issuance” means any issuance of any Equity Interests or Equity Rights
issued in connection with (a) a Permitted Acquisition, (b) any conversion, redemption or
refinancing of LifePoint Notes, Province 2008 Notes, any other convertible Indebtedness or any
Permitted Refinancing thereof, (c) the exercise by a present or former employee, officer or
director under a stock incentive plan, stock option plan or other equity-based compensation plan or
arrangement, (d) the ESOP or any other employee benefit plan or (e) any dividend reinvestment plan
or direct stock purchase plan.



               “Excluded Taxes” means, taxes imposed on or measured by the recipient’s net income (or
any franchise taxes and other similar taxes computed by reference to net income imposed in lieu
thereof) and any branch profit taxes imposed on the Administrative Agent, the Issuing Bank, any
Lender or any Transferee as a result of a present or former connection between the Administrative
Agent, such Issuing Bank, such Lender or such Transferee and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent, such Issuing Bank,
such Lender or such Transferee having executed, delivered or performed its obligations or received
a payment under, or enforced this Agreement or any other Loan Document or having engaged in any
transaction provided for in this Agreement.



-13-









 





               “Existing Letters of Credit” means the letters of credit listed in Schedule
2.06(j).



               “Facilities” has the meaning assigned to such term in Section 9.16(a).



               “Federal Funds Rate” means, for any day, the weighted average of the rates (rounded
upwards, if necessary, to the nearest 1/100th of 1%) on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if the
day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such
day shall be such rate for such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (b) if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average of the quotations for the
day of such transactions received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.



               “Fee Letter” means the Fee Letter dated August 15, 2004 among Citicorp North America,
Inc., CGMI and LifePoint.



               “Fees” means the Commitment Fees, the LC Fees and the Agent Fees.



               “Finance Subsidiary” means a Subsidiary, the primary purpose of which is to finance
the business operations of Borrower or any of its Subsidiaries and which has no material assets or
operations other than those permitted by Rule 3a-5 under the Investment Company Act, as amended
from time to time.



               “Financial Covenants” means those covenants and agreements of the Loan Parties set
forth in Sections 6.12 through 6.14, inclusive.



               “Financial Officer” of any corporation, partnership or other entity means the chief
financial officer, the principal accounting officer, treasurer or controller of such corporation,
partnership or other entity.



               “Financing Transactions” means, collectively, the execution and delivery by each Loan
Party of each of the Loan Documents and the Borrowing of the Term B Loans and Revolving Loans
hereunder in each case on the Effective Date and, if necessary, a Delayed Draw Closing Date.



               “Fiscal Quarter” means any quarter of a Fiscal Year.



               “Fiscal Year” means any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to any calendar year
(e.g., the “2004 Fiscal Year”) refer to the Fiscal Year ending on December 31 occurring
during such calendar year.



               “GAAP” means generally accepted accounting principles in the United States in effect
from time to time applied on a consistent basis.



               “Governmental Authority” means any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body, including any central bank.



               “Greenfield” means construction of a Medical Facility which (i) constitutes a facility
substantially separate and distinct from any facility then owned or leased by a Loan Party (other
than common or connected pedestrian and vehicular access, parking or entranceways and common or connected



-14-









 




basement or underground structures) or (ii) constitutes a replacement of all or
substantially all of a facility then owned or leased by a Loan Party.




               “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or
(d) as an account party in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or obligation; provided that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The amount of the
obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Guarantee is made
(including principal, interest and fees) and (b) the maximum amount for which such guarantor may be
liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary
obligation and the maximum amount for which such guarantor may be liable are not stated or
determinable, in which case the amount of the obligation under such Guarantee shall be such
guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the
guarantor in good faith; irrespective, in any such case, of any amount thereof that would, in
accordance with GAAP, be required to be reflected on a balance sheet of such Person.



               “Guarantee Agreement” means the Guarantee Agreement, substantially in the form of
Exhibit H, made by certain Subsidiaries of Borrower in favor of the Administrative Agent
for the benefit of the Secured Parties.



               “Hazardous Materials” means all pollutants, contaminants, wastes, substances,
chemicals, materials and constituents, including, without limitation, crude oil, petroleum or
petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls
(“PCBs”) or PCB-containing materials or equipment of any nature, which can give rise to
Environmental Liability under, or are regulated pursuant to, any Environmental Law.



               “Hedging Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement and all other similar agreements or arrangements
designed to alter the risks of any Person arising from fluctuations in interest rate, currency
values or commodity prices.



               “Hospital” means any acute care hospital owned or operated by any Loan Party or any
Subsidiary from time to time.



               “Impermissible Qualification” means, relative to the opinion or certification of any
independent public accountant as to any financial statement of Borrower, any qualification or
exception to such opinion or certification:




     (a) which is of a “going concern” or similar nature;




     (b) which relates to the limited scope of examination of matters relevant to such
financial statements (other than an exception that relates solely to the exclusion from



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managements’ assessment required by Section 404 of Sarbanes-Oxley of an acquired
business to the extent and on the terms permitted by rule or published interpretations of
the SEC);





     (c) which relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment to such item
the effect of which would be to cause Borrower to be in default under either Section 6.12 or
6.13; or




     (d) which is any other material qualification or exception (other than an exception
that relates solely to the exclusion from managements’ assessment required by Section 404 of
Sarbanes-Oxley of an acquired business to the extent and on the terms permitted by rule or
published interpretations of the SEC).



               “Increased Cost Lender” has the meaning assigned to such term in Section 2.20.



               “Incremental Facility Amendment” has the meaning assigned to such term in Section
2.21(a).



               “Incremental Facility Effective Date” has the meaning assigned to such term in Section
2.21(b).



               “Incremental Revolving Lender” has the meaning assigned to such term in Section
2.21(a).



               “Incremental Revolving Loan Commitments” has the meaning assigned to such term in
Section 2.21(a).



               “Incremental Revolving Loans” has the meaning assigned to such term in Section
2.21(a).



               “Incremental Term Lender” has the meaning assigned to such term in Section 2.21(a).



               “Incremental Term Loan Commitments” has the meaning assigned to such term in Section
2.21(a).



               “Incremental Term Loans” has the meaning assigned to such term in Section 2.21(a).



               “Indebtedness” of any Person means the sum of all indebtedness of such Person on a
consolidated basis (without duplication) with respect to (i) borrowed money or represented by
bonds, debentures, notes and the like; (ii) the aggregate amount of Capital Lease Obligations;
(iii) all indebtedness secured by any Lien on any Property; (iv) all indebtedness representing the
deferred purchase price of Property or services, excluding trade payables (including, without
limitation, equipment purchase payables not constituting Capital Lease Obligations, payables to
construction contractors, operating lease obligations and physician guarantee payments) in the
ordinary course of business; (v) letters of credit; and (vi) direct Guaranties and indemnities in
respect of, and to purchase or otherwise acquire, or otherwise to assure a creditor against loss in
respect of, or to assure an obligee against failure to make payment in respect of, liabilities,
obligations or indebtedness of the kind described in clauses (i) through (v). For the avoidance of
doubt, the term “Indebtedness” shall not include (x) the Province 2005 Notes upon and after
satisfaction of the conditions precedent set forth in the second sentence of Section 4.01(l), (y)
the Province 2013 Notes if the conditions precedent set forth in clause (B)(y) of the first
sentence of Section 4.01(l) have been met and (z) any other indebtedness to the extent such
indebtedness has been defeased in accordance with the terms of such indebtedness (or otherwise
economically defeased) and is no longer required to be



-16-









 




shown as a liability on such Person’s balance sheet
in accordance with GAAP, in each case in a manner reasonably acceptable to the Administrative
Agent.




               “Indebtedness to Be Repaid” has the meaning assigned to such term in Section 3.21(b).



               “Indebtedness to Remain Outstanding” has the meaning assigned to such term in Section
3.21(a).



               “Indemnitee” has the meaning assigned to such term in Section 9.05(b).



               “Indemnity, Subrogation and Contribution Agreement” means the Indemnity, Subrogation
and Contribution Agreement substantially in the form of Exhibit E.



               “Information Memorandum” means the Confidential Information Memorandum dated March
2005 and posted electronically on Intralinks relating to the Loan Parties and this Agreement.



               “Installment Payment Date” has the meaning assigned to such term in Section 2.05(d).



               “Insurance Subsidiary” means a Subsidiary of Borrower established for the purpose of
insuring the healthcare businesses or facilities owned or operated by Borrower or any of its
Subsidiaries, any joint venture or any physician or other personnel employed by or on the medical
staff of any such business or facility.



               “Intellectual Property” means, collectively, all rights, priorities and privileges
relating to intellectual property, whether arising under United States, multinational or foreign
laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive all proceeds and
damages therefrom.



               “Interest Expense Coverage Ratio” means, for any Test Period, the ratio of (a)
Consolidated EBITDA to (b) Cash Interest Expense, in each case for such Test Period. For Test
Periods ending prior to the first anniversary of the Effective Date, Cash Interest Expense (i)
shall be determined on a pro forma basis to give effect to the Merger Transactions as if they
occurred on the first day of such Test Period, (ii) shall be calculated using the same debt
structure as of the Effective Date, (iii) such interest shall be based on the Adjusted LIBO Rate of
the Loans being 1.6000%, 2.0275% and 2.5700% for the third and fourth quarters of 2004 and the
first quarter of 2005, respectively, and (iv) the Applicable Rate with respect to the Loans thereto
will be the rates as of the Effective Date.



               “Interest Payment Date” means, with respect to any Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, (a) each day that would have
been an Interest Payment Date had successive Interest Periods of three months’ duration been
applicable to such Borrowing and, in addition, (b) the date of any refinancing of such Borrowing
with a Borrowing of a different Type.



               “Interest Period” means




     (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing
(including any date on which such Borrowing shall have been converted from a Borrowing of a
different Type) or on the last day of the immediately preceding Interest Period applicable
to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if



-17-









 






there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months (or with the consent of all Lenders, 9 or 12 months)
thereafter, as Borrower may elect; provided that the only Interest Period permitted
during the 30 days immediately following the Effective Date shall be of one month,




     (b) as to any ABR Borrowing (other than a Swingline Loan), the period commencing on the
date of such Borrowing (including any date on which such Borrowing shall have been converted
from a Borrowing of a different Type) or on the last day of the immediately preceding
Interest Period applicable to such Borrowing, as the case may be, and ending on the earliest
of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the
Revolving Credit Maturity Date or the Term B Loan Maturity Date, as the case may be, and
(iii) the date such Borrowing is prepaid in accordance with Section 2.05 or converted in
accordance with Section 2.03 and




     (c) as to any Swingline Loan, a period commencing on the date of such Loan and ending
on the earliest of (i) the fifth Business Day thereafter, (ii) the Revolving Credit Maturity
Date and (iii) the date such Loan is prepaid in accordance with Section 2.05;


provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in
the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to but excluding the
last day of such Interest Period.




               “Internally Generated Funds” shall mean funds not constituting the proceeds of any
Debt Incurrence, Equity Issuance, Asset Sale or insurance recovery.



               “Investment” has the meaning assigned to such term in Section 6.04.



               “Issuing Bank” means Bank of America, N.A., in its capacity as the issuer of Letters
of Credit hereunder and its successors in such capacity as provided in Section 2.06(i), and any
other Revolving Lender approved by the Administrative Agent and Borrower (such approval not to be
unreasonably withheld or delayed and, in the case of Borrower, in any event not to be required
during the occurrence and continuation of any Event of Default). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate. Each reference in this Agreement to the term “Issuing
Bank” shall be deemed to be a reference to the relevant Issuing Bank with respect to the relevant
Letter of Credit.



               “JCAHO” means the Joint Commission on Accreditation of Healthcare Organizations, or
any similar successor organization thereto.



               “Lakers Acquisition” has the meaning assigned to such term in the preamble to this
Agreement.



               “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



               “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that



-18-









 




have not yet been reimbursed by or on behalf of Borrower at such time. The LC Exposure of any
Revolving Lender at any time shall be its Commitment Percentage of the total LC Exposure at such
time.




               “LC Fees” has the meaning assigned to such term in Section 2.10(b).



               “Lead Arranger” has the meaning assigned to such term in the preamble to this
Agreement.



               “Lender Affiliate” means (a) with respect to any Lender, (i) an Affiliate of such
Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such
Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar extensions of credit
and is managed by the same investment advisor as such Lender or by an Affiliate of such investment
advisor.



               “Lender Default” means the failure or refusal (which has not been retracted in
writing) in violation of this Agreement of a Lender to make available (a) its portion of any Loan
required to be made by such Lender hereunder (including, without limitation, under Section
2.04(b)), (b) its portion of any unreimbursed payment required to be made by such Lender under
Section 2.06(e), (c) its portion of any participating interest required to be purchased by such
Lender pursuant to Section 2.04(d) or (d) any amount required to be paid and/or reimbursed by such
Lender to any Agent or any other Lender hereunder or under any other Loan Document (whether
pursuant to Section 2.13(b) or otherwise), in each case at or prior to such time that the same is
required to be so made, reimbursed or purchased by such Lender.



               “Lenders” has the meaning assigned to such term in the preamble to this Agreement.



               “Letter of Credit” means any letter of credit issued pursuant to this Agreement.



               “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period
the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, as the rate for Dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate supplied to the Administrative Agent at its
request quoted by the Reference Banks in the London interbank market as of the day two Business
Days prior to the commencement of such Interest Period as the rate for Dollar deposits with a
maturity comparable to such Interest Period.



               “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, deed to
secure debt, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in
or on such asset or any filing authorized per the UCC of any financing statement under the UCC as
in effect in the applicable state or jurisdiction or any other similar notice or lien under any
similar notice or recording statute of any Governmental Authority, in each of the foregoing cases
whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case
of securities, any purchase option, call or similar right of a third party with respect to such
securities, (d) in the case of any investment property or deposit account, any contact or other agreement, express or implied, under which any Person has the
right to control such



-19-









 




investment property or deposit account and (e) any other agreement intended
to create any of the foregoing.




               “LifePoint” has the meaning assigned to such term in the recitals to this Agreement.



               “LifePoint Notes” means LifePoint’s 4-1/2% Convertible Subordinated Notes due 2009.



               “LifePoint Notes Documents” means the LifePoint Notes, the Indenture governing the
LifePoint Notes and all other material documents executed and delivered with respect to the
LifePoint Notes or the Indenture governing the LifePoint Notes, as in effect on the Effective Date
and as the same may be modified, supplemented, restated and/or amended from time to time in
accordance with the terms hereof and thereof.



               “Loan Documents” means this Agreement, the Indemnity, Subrogation and Contribution
Agreement, the Guarantee Agreement, the Pledge Agreements and, if requested by a Lender pursuant to
Section 2.07(e), each Note and, solely for purposes of Sections 4.01(p), 5.13, 7.01(a), 7.04 and
9.10, the Fee Letter.



               “Loan Parties” means Borrower and the Subsidiary Loan Parties.



               “Loan Party Information” has the meaning assigned to such term in Section 9.16.



               “Loans” means the Revolving Loans, the Swingline Loans and the Term B Loans.



               “Managed Care Plans” means all health maintenance organizations, preferred provider
organizations, individual practice associations, competitive medical plans and similar
arrangements.



               “Material Adverse Effect” means a materially adverse effect on (a) the business,
assets, results of operations or financial condition of the Loan Parties and their consolidated
Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform
their obligations under the Loan Documents, (c) the rights of or benefits available to the Lenders,
taken as a whole, under any Loan Document, or (d) the value of the Collateral, taken as a whole, or
the validity, enforceability, perfection or priority of the Liens granted to the Collateral Agent
(for its benefit and for the benefit of the other Secured Parties) on the Collateral pursuant to
the Pledge Agreements.



               “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit) or obligations in respect of one or more Hedging Agreements, of any one or more of Borrower
and its Subsidiaries, individually or in an aggregate principal amount exceeding $25,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of
Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that Borrower or such Subsidiary would
be required to pay if such Hedging Agreement were terminated at such time.



               “Maximum Rate” has the meaning assigned to such term in Section 9.09.



               “Medical Facility” means any Hospital, outpatient clinic and long term care facility
together with related medical office building or other facility owned or leased by any of the Loan
Parties in its business.

               “Merger Agreement” has the meaning assigned to such term in the recitals to this
Agreement.



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               “Merger Documents” means the Merger Agreement and all other material documents
executed and delivered with respect thereto and with respect to the Mergers, in each case as in
effect on the Effective Date and as the same may be modified, supplemented, restated and/or amended
from time to time in accordance with the terms hereof and thereof.



               “Merger Transactions” means the Mergers, each of the transactions contemplated by the
Merger Agreement, the payment of Indebtedness to Be Repaid and the payment of fees and expenses in
connection with the Transactions.



               “Mergers” has the meaning assigned to such term in the recitals to this Agreement.



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



               “Multiemployer Plan” means a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA (i) to which any Loan Party or ERISA Affiliate is then making or accruing an
obligation to make contributions, (ii) to which any Loan Party or ERISA Affiliate has within the
preceding six plan years made contributions, including any Person which ceased to be an ERISA
Affiliate during such six year period, or (iii) with respect to which Loan Party or any Subsidiary
could incur liability.



               “Net Proceeds” means, with respect to any Equity Issuance, Debt Incurrence, Asset
Sale, Destruction or Taking,




     (a) the cash proceeds actually received by Borrower or any of its Subsidiaries in
respect of such event, including (i) any cash received in respect of any non-cash proceeds,
but only as and when received, (ii) in the case of a Destruction, insurance proceeds in
excess of $1,000,000, and (iii) in the case of a Taking, condemnation awards and similar
payments in excess of $1,000,000, net of




     (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by Borrower and
its Subsidiaries to third parties in connection with such event, (ii) the amount of all
taxes paid (or reasonably estimated to be payable) by Borrower and its Subsidiaries, (iii)
in the case of any Asset Sale, Destruction or Taking, (A) all then outstanding payables and
accruals (including without limitation salaries, wages, vacation and other benefits
accruals) incurred in connection with such asset or business, (B) the amount of reserves
actuarially-calculated (other than in the case of reserves relating to litigation)
established by Borrower and its Subsidiaries with respect to workers compensation and
liability insurance (including medical malpractice, other professional and general liability
insurance) contingent liabilities which have been or may be incurred in connection with such
asset or business and (C) amounts required to be applied to the repayment of Indebtedness
(including principal, interest, premium and penalties, if any) secured by a Lien expressly
permitted hereunder on such asset (other than any Lien pursuant to a Pledge Agreement), (iv)
the amount of any other reserves established by Borrower and its Subsidiaries to fund other
contingent liabilities reasonably estimated to be payable during the year that such event
occurred or the next succeeding two years and that are directly attributable to such event
(as determined reasonably and in good faith by Borrower); provided that any amount
by which reserves referred to in clause (iv) above are reduced for reasons other than
payment of any such contingent liabilities shall be considered “Net Proceeds” upon such
reduction, and (v) in the case
of cash proceeds actually received by a non-wholly owned Subsidiary, the pro rata
portion of such proceeds that would be payable to all third party holders of Equity
Interests therein.



               “Non-Loan Party” means any Subsidiary of Borrower that is not a Loan Party.



-21-









 





               “Non-U.S. Jurisdiction” means any jurisdiction of organization of a Subsidiary of
Borrower other than the United States or any State thereof or the District of Columbia.



               “Non-U.S. Pledge Agreements” means one or more pledge agreements in form and substance
reasonably satisfactory to the Collateral Agent covering 65% of the Equity Interests owned by a
Loan Party in any “first-tier” Non-U.S. Subsidiary.



               “Non-U.S. Subsidiary” means any Subsidiary of Borrower that is or becomes organized
under the laws of a Non-U.S. Jurisdiction.



               “Note” means a note substantially in the form of Exhibit F-1 or F-2.



               “Obligations” means the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans made to Borrower and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans made to or LC Disbursements made pursuant to Letters of
Credit issued for the account of Borrower and all other obligations and liabilities of Borrower to
any Agent, the Issuing Bank or to any Lender, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement or any other document made, delivered or given in connection
herewith, whether on account of principal, interest, fees, indemnities, costs or expenses
(including, without limitation, all reasonable fees, charges and disbursements of counsel), or
otherwise.



               “Organic Document” means (i) relative to each Person that is a corporation, its
charter, its by-laws and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock, (ii) relative to each Person that is a
partnership, its partnership agreement and any other similar arrangements applicable to any
partnership or other equity interests in the Person and (iii) relative to any Person that is any
other type of legal entity, such documents as shall be comparable to the foregoing.



               “Pacers Acquisition” has the meaning assigned to such term in the preamble to this
Agreement.



               “Participant” has the meaning assigned to such term in Section 9.04(f).



               “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.



               “Pension Plan” means a “pension plan,” as such term is defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any
Loan Party or any ERISA Affiliate may have liability, including any liability by reason of having
been a substantial employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069
of ERISA.



               “Permitted Acquisition” means any acquisition, whether by purchase, merger,
consolidation or otherwise, by Borrower or any Loan Party of not less than 80% of the assets of, or
all the Equity Interests in, a Person or a division, line of business or other business unit of a
Person (it being understood that the acquisition of an existing medical office building or of a
Person whose sole asset is an existing medical office building shall constitute an acquisition and
not a Capital Expenditure for purposes of this Agreement) so long as



-22-









 






     (a) such acquisition shall not have been preceded by a tender offer that has not been
approved or otherwise recommended by the board of directors of such Person,




     (b) such assets are to be used in, or such Person so acquired is engaged in, as the
case may be, a business of the type conducted by Borrower and its Subsidiaries on the
Effective Date or in a business reasonably related thereto, and




     (c) immediately after giving effect thereto, (i) no Default has occurred and is
continuing or would result therefrom, (ii) all transactions related thereto are consummated
in all material respects in accordance with applicable laws, (iii) in the case of an
acquisition of Equity Interests, the Person acquired shall immediately thereafter become a
Subsidiary Loan Party or be merged into a Loan Party (except that any Subsidiary of Borrower
need not become a Subsidiary Loan Party so long as after giving effect to such acquisition
Subsidiaries that do not constitute Loan Parties, taken as a whole, do not comprise more
than 25% of the Consolidated Total Assets and all actions required to be taken under
Sections 5.11, 5.12 and 5.16 shall have been taken, (iv) Borrower and its Subsidiaries are
in compliance, on a pro forma basis after giving effect to such acquisition, with the
covenants contained in Sections 6.12 and 6.13 recomputed as of the date of the last ended
Test Period as if such acquisition (and any related incurrence or repayment of Indebtedness)
had occurred on the first day of such Test Period, (v) any Indebtedness or any preferred
stock that is incurred, acquired or assumed in connection with such acquisition shall be in
compliance with Section 6.01, (vi) after giving effect to such acquisition and any Revolving
Credit Borrowings made in connection therewith, the Total Revolving Credit Commitment less
the Revolving Credit Exposure of all Revolving Lenders plus unrestricted cash on hand and
cash equivalents of the Loan Parties shall not be less than $50,000,000 and (vii) for any
acquisition in excess of $50,000,000, Borrower has delivered to the Administrative Agent an
officers’ certificate to the effect set forth in clauses (a), (b) and (c)(i) through (c)(vi)
above, together with all relevant financial information for the Person or assets to be
acquired.




     “Permitted Convertible Debt” means any unsecured senior subordinated or
subordinated Indebtedness of Borrower that provides for conversion into, or exchange or
exercise for, Equity Interests or Equity Rights under certain circumstances and the terms of
which provide that




     (1) no Non-Loan Party (other than any Finance Subsidiary) shall be an obligor
thereunder and any guarantee by a Loan Party shall be subordinated to the extent set forth
in clause (6) below;




     (2) any payment of cash upon or in lieu of any conversion, exchange or exercise or
redemption is subject to the limitations set forth in this Agreement and the other Loan
Documents;




     (3) no payment of cash upon or in lieu of any conversion or exchange or exercise (other
than in lieu of the issuance of a fractional share on a customary basis) may be made so long
as any Default or Event of Default shall have occurred and be continuing or shall result
therefrom;




     (4) the first date on which the holders thereof may require a repurchase or redemption
thereof in cash by Borrower shall be no earlier than the date that is six months after the
Term B Loan Maturity Date; provided that such Indebtedness may include a provision
permitting a holder thereof to effect a repurchase or redemption upon a “fundamental change”
(as such term is customarily used in a convertible debt security issued in a public or Rule
144A offering) so long as such repurchase or redemption is not effected until the
consummation of the fundamental



-23-









 






change and is subject to the limitations set forth in this
Agreement and the other Loan Documents;




     (5) the “events of default” and covenants thereunder shall be reasonably satisfactory
to the Administrative Agent as being customary for similar issues of convertible debt
securities;




     (6) the subordination provisions thereof shall be reasonably satisfactory to the
Administrative Agent as being customary for similar issues of convertible debt securities;
and




     (7) such Indebtedness shall be unsecured.




     “Permitted Investments” means:




     (a) marketable direct obligations issued by, or unconditionally guaranteed by, the
United States Government or any member state of the European Union (as it exists on the
Effective Date) or issued by any agency or instrumentality thereof and backed by the full
faith and credit of the United States of America or such member state of the European Union,
in each case maturing within one year from the date of acquisition thereof;




     (b) marketable direct obligations issued by any State of the United States of America
or any political subdivision of any such State or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;




     (c) commercial paper maturing no more than one year from the date of creation thereof
and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody’s (other than commercial paper issued by Borrower or any Affiliate or Subsidiary
of Borrower);




     (d) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits
or bankers’ acceptances maturing within one year from the date of acquisition thereof or
overnight bank deposits, in each case, issued by any bank organized under the laws of any
member state of the European Union (as it exists on the Effective Date), the United States
of America or any State thereof or the District of Columbia or any U.S. branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of not less than
$500,000,000;




     (e) repurchase obligations with a term of not more than 90 days for underlying
securities of the types described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (d) above;




     (f) investments in money market funds which invest substantially all their assets in
securities of the types described in clauses (a) through (e) above;




     (g) investments in any Insurance Subsidiary in an amount which does not exceed
$6,000,000 and investments in a self-insurance trust in an amount which does not exceed 125%
of the aggregate amount of the risk retained by the Insurance Subsidiary, Borrower or any of
its Subsidiaries on an annual basis; and




     (h) in the case of investments made by any Insurance Subsidiary or by a self-insurance
trust, investments in (i) securities of the type specified in clauses (a) through (f) above
without regard to any maturity or time period requirements set forth therein and (ii) other
securi-



-24-









 






ties meeting the regulatory requirements applicable to such Insurance Subsidiary or
self-insurance trust.



               “Permitted Lien” has the meaning assigned to such term in Section 6.02.



               “Permitted Refinancing” means, with respect to any Indebtedness, any refinancing
thereof; provided, however, that




     (i) no Default shall have occurred and be continuing or would arise therefrom,




     (ii) any such refinancing Indebtedness shall (a) not be on financial and other terms
that are more onerous in the aggregate than the Indebtedness being refinanced and shall not
have defaults, rights or remedies more burdensome in the aggregate to the applicable
obligors and guarantors than the Indebtedness being refinanced (other than (x) refinancings
of any LifePoint Notes or Province 2008 Notes (A) with the proceeds of Permitted Convertible
Debt or (B) consummated on then current market terms for which the primary obligor is
Borrower in accordance with the proviso to clause (iii) below, which may be on then current
market financial terms and other then current market terms, including defaults, rights and
remedies, that are usual and customary for subordinated debt financings of similar type by
similar entities and (y) refinancings of any other Indebtedness the original maturity of
which is prior to the Term B Loan Maturity Date, which may be on then current market
financial terms), (b) not provide for any scheduled repayment, mandatory redemption or
sinking fund obligation prior to the final maturity of the Indebtedness being refinanced or
a Weighted Average Life to Maturity that is shorter than that of the Indebtedness being
refinanced, (c) if the Indebtedness being refinanced is Subordinated Debt, be subordinated
in right of payment to the Obligations on terms at least as favorable as those contained in
the documentation governing the Indebtedness being refinanced (it being understood that if a
primary obligor under such refinancing Indebtedness was a guarantor under the Indebtedness
being refinanced, such refinancing Indebtedness shall be subordinated in right of payment to
the Obligations on terms at least as favorable as those contained in the documentation
governing the obligations of the primary obligor under the Indebtedness being refinanced),
(d) be secured by a Lien on no collateral other than that securing the Indebtedness being
refinanced (and be unsecured if the Indebtedness being refinanced is unsecured), and (e) be
in aggregate principal amount that does not exceed the sum of the principal amount so
refinanced, plus all accrued and unpaid interest thereon, plus the stated
amount of any premium and other payments required to be paid in connection with such
refinancing pursuant to the terms of the Indebtedness being refinanced, plus in any
case the amount of reasonable expenses of Borrower or any of its Subsidiaries incurred in
connection with such refinancing (it being understood that the incurrence of Indebtedness in
an aggregate principal amount in excess of such limitations on principal may still
constitute a “Permitted Refinancing” up to such limited aggregate principal amount with any
excess principal amount thereof being Indebtedness which must otherwise be permitted
pursuant to Section 6.01), and




     (iii) the sole obligors and/or guarantors on such refinancing Indebtedness shall be the
obligors and/or guarantors on such Indebtedness being refinanced; provided that, in
the case of a Permitted Refinancing of the LifePoint Notes or the Province 2008 Notes, the
primary obligor may be Borrower, and such primary obligation of Borrower may be guaranteed
by any Subsidiary Loan Party, in each case so long as such obligations and/or guarantees are
subordinated to the extent required in clause (ii) above.



               Notwithstanding the preceding clause (ii) (a), (b), (c) or (d) Permitted Convertible Debt
otherwise qualifying as a “Permitted Refinancing” shall constitute a “Permitted Refinancing” and
Indebt-



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edness otherwise qualifying as “Permitted Refinancing” meeting the requirements of Section
6.07(x) shall constitute a “Permitted Refinancing.”




               “Permitted Subordinated Indebtedness” means subordinated notes issued by Borrower, the
terms of which notes (a) do not provide for any scheduled repayment, mandatory redemption or
sinking fund obligation prior to the final maturity date prior to the date that is six months after
the Term B Loan Maturity Date, (b) provide for subordination to the Obligations under the Loan
Documents pursuant to a written instrument on terms that are usual and customary for similar
offerings by issuers with credit ratings comparable to that of Borrower, (c) do not provide for any
Lien on any Property of Borrower for the benefit of the lender, (d) contain covenants, events of
default and subsidiary guaranties (which shall be subordinated on usual and customary terms) and
shall contain other terms (other than interest rate and redemption premiums) that are usual and
customary for similar offerings by issuers with credit ratings comparable to that of Borrower, and
(e) are otherwise customary for similar offerings by issuers with credit ratings comparable to that
of Borrower. Notwithstanding the preceding sentence, Permitted Convertible Debt shall qualify as a
“Permitted Subordinated Indebtedness.”



               “Person” means any natural person, corporation, trust, joint venture, association,
company, partnership, limited liability company or government, or any agency or political
subdivision thereof.



               “Platform” has the meaning assigned to such term in Section 9.17(b).



               “Pledge Agreement” means the Pledge Agreement, substantially in the form of
Exhibit I, among the Loan Parties and the Collateral Agent for the benefit of the Secured
Parties and “Pledge Agreements” shall include any Non-U.S. Pledge Agreements.



               “Pledged Securities” has the meaning provided in the Pledge Agreements.



               “Preferred Stock” means, with respect to any Person, any and all preferred or
preference Equity Interests (however designated) of such Person whether or not outstanding or
issued on the Effective Date.



               “pro forma basis,” “Pro Forma Basis” or “pro forma effect” means, with
respect to any Permitted Acquisition, disposition or discontinuation, appropriate adjustments to
reflect the Consolidated EBITDA attributable to the business being acquired, disposed of or
discontinued, any synergies or reductions, including operating expense reductions or increases, and
any Indebtedness or other liabilities incurred or repaid in connection with such Permitted
Acquisition, disposition or discontinuation, as the case may be, in each case that (x) would be
required or permitted to be included in a pro forma calculation under Regulation S-X of the
Securities Act of 1933, as amended, or (y) are otherwise reasonably estimated by Borrower in good
faith and on the basis of reasonable assumptions to be realized within 12 months of the date of
consummation of the Permitted Acquisition, disposition or discontinuation, so long as such
adjustments and assumptions are set forth in an officer’s certificate
delivered by Borrower to the Administrative Agent with respect thereto. In addition, in
connection with an acquisition constituting a Permitted Acquisition or in connection with the
Transactions, the pro forma Consolidated EBITDA of such business for such period shall be
calculated as set forth in the definition of “Consolidated EBITDA”; provided that if
Borrower believes, in good faith, that such financial statements are unreliable (or if such
financial statements are not available), Borrower may in lieu of such financial statements use the
most recent audited financial statements of such business to calculate the pro forma Consolidated
EBITDA of such business (dividing such audited information by 12 and multiplying by the number of
months in the applicable pro forma period). For purposes of calculating pro forma interest on
Indebtedness, Borrower may use such reasonable methods as it deems in good faith appropriate.



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               “Pro Rata Percentage” of any Revolving Lender at any time means the percentage of the
aggregate Available Revolving Credit Commitment represented by such Lender’s Available Revolving
Credit Commitment.



               “Property” means any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible and including any
ownership interests of any Person.



               “Province” has the meaning assigned to such term in the recitals to this Agreement.



               “Province 2005 Notes” means Province’s 4-1/2% Subordinated Notes due 2005.



               “Province 2008 Notes” means Province’s 4-1/4% Convertible Subordinated Notes due 2008.



               “Province 2008 Notes Offer” means a cash tender offer for any and all of the Province
2008 Notes on the terms of and pursuant to the Offer to Purchase and Consent Solicitation Statement
dated March 18, 2005, as amended on March 21, 2005 and as further amended on April 1, 2005.



               “Province 2013 Notes” means Province’s 7-1/2% Senior Subordinated Notes due 2013.



               “Province 2013 Notes Offer” means a cash tender offer and related consent solicitation
for any and all of the Province 2013 Notes on the terms of and pursuant to the Offer to Purchase
and Consent Solicitation Statement dated March 18, 2005.



               “Province Notes” means collectively the Province 2008 Notes and Province 2013 Notes.



               “Province Notes Indentures” means the indentures governing the Province Notes.



               “Province Notes Offers” means collectively the Province 2008 Notes Offer and the
Province 2013 Notes Offer.



               “Real Property” means all right, title and interest of any Loan Party or any of its
Subsidiaries in and to a parcel of real property owned, leased or operated (including, without
limitation, any leasehold estate) by any Loan Party or any of its Subsidiaries together with, in
each case, all improvements and appurtenant fixtures, equipment, personal property, easements and
other property and rights incidental to the ownership, lease or operation thereof.



               “Reference Banks” means:




     (a) prior to completion of the initial syndication of the Loans and Commitments, in
respect of the LIBO Rate, the principal London office of Citibank, N.A.; and




     (b) otherwise in respect of the LIBO Rate, the principal London office of Citibank,
N.A. and such two other banks as may be appointed by the Administrative Agent in
consultation with Borrower.



               “Register” has the meaning given such term in Section 9.04(d).



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



-27-









 





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



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



               “Release” means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating
or migrating of any Hazardous Material in, into, onto or through the Environment.



               “Remedial Action” means (a) “remedial action” as such term is defined in CERCLA, 42
USC Section 9601(24), and (b) all other actions required by any Governmental Authority or
voluntarily undertaken to: (i) clean up, remove, treat, abate or otherwise take corrective action
to address any Hazardous Material in the Environment; (ii) prevent the Release or threat of
Release, or minimize the further Release of any Hazardous Material so it does not migrate or
endanger or threaten to endanger public health, welfare or the Environment; or (iii) perform
studies and investigations in connection with, or as a precondition to, (i) or (ii) above.



               “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which such Person or any of
its property or assets is subject.



               “Requisite Lenders” means, at any time, Lenders having more than fifty percent (50%)
of the sum of (a) the aggregate amount of the Revolving Credit Commitments or, after the Revolving
Credit Maturity Date, the Revolving Credit Exposure and (b) the aggregate outstanding amount of all
Term B Commitments and Term B Loans; provided that the Revolving Credit Commitments,
Revolving Credit Exposure, Term B Commitments or Term B Loans, as applicable, of any Defaulting
Lender shall be excluded for purposes of making a determination of Requisite Lenders.



               “Requisite Revolving Lenders” means, collectively, Lenders having more than fifty
percent (50%) of the aggregate outstanding amount of the Revolving Credit Commitments or, after the
Revolving Credit Maturity Date, the Revolving Credit Exposure; provided that the Revolving
Credit Commitments or Revolving Credit Exposure, as applicable, of any Defaulting Lender shall be
excluded for purposes of making a determination of Requisite Revolving Lenders.



               “Restricted Payment” means any direct or indirect dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity Interests or Equity
Rights in Borrower or
any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests or Equity Rights in Borrower or any Subsidiary.



               “Revolving Credit Borrowing” means a Borrowing comprised of Revolving Loans.



               “Revolving Credit Borrowing Request” means a Borrowing Request made in connection with
a Revolving Credit Borrowing.



               “Revolving Credit Commitment” means, with respect to each Revolving Lender, the
commitment of such Revolving Lender to make Revolving Loans and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed in each case as an amount representing
the maximum



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principal amount of such Revolving Lender’s Revolving Credit Exposure hereunder, as the
same may be reduced from time to time pursuant to the provisions of this Agreement. The initial
amount of each Revolving Lender’s Revolving Credit Commitment is set forth on Schedule 2.01
hereto (in the case of Revolving Credit Commitments in effect on the Effective Date), or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as applicable. The aggregate amount of the Revolving Lenders’ Revolving Credit
Commitments as of the Effective Date is $300,000,000.




               “Revolving Credit Commitment Period” means the period from and including the Effective
Date to but not including the Revolving Credit Maturity Date or any earlier date on which the
Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as
provided herein.



               “Revolving Credit Exposure” means, with respect to any Revolving Lender at any time,
the sum of (a) the aggregate principal amount at such time of all outstanding Revolving Loans of
such Revolving Lender, plus (b) such Revolving Lender’s LC Exposure at such time, plus (c) such
Revolving Lender’s Commitment Percentage of the aggregate principal amount at such time of all
outstanding Swingline Loans.



               “Revolving Credit Maturity Date” means the fifth anniversary of the Effective Date.



               “Revolving Lender” means a Lender with a commitment to make Revolving Loans or with
any Revolving Credit Exposure, in its capacity as such.



               “Revolving Loans” means the Loans made pursuant to clause (ii) of Section 2.01(a).



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



               “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.



               “SEC” means the Securities and Exchange Commission.



               “Secured Parties” has the meaning assigned to such term in the Pledge Agreements.



               “Senior Leverage Ratio” at any date, the ratio of (a) Consolidated Senior Indebtedness
as of such date to (b) Consolidated EBITDA for the Test Period most recently ended. For purposes
of calculating the Senior Leverage Ratio, Consolidated EBITDA shall be calculated on a Pro Forma
Basis.



               “Statutory Reserve Rate” means a fraction (expressed as a decimal) the numerator of
which is the number one and the denominator of which is the number one minus the aggregate
(expressed as a decimal) of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by any Governmental
Authority of the United States or of the jurisdiction of such currency or any jurisdiction to which
banks in such jurisdiction are subject for any category of deposits or liabilities customarily used
to fund loans. Such reserve percentages shall include those imposed pursuant to Regulation D under
the Securities Act. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



               “Subordinated Debt” means the LifePoint Notes, Permitted Subordinated Indebtedness and
any Permitted Refinancing of any thereof.



-29-









 





               “Subordinated Debt Documents” means the LifePoint Notes Documents and each document
governing or pursuant to which is issued any other Subordinated Debt, as the same may be in effect
from time to time in accordance with the terms hereof and thereof.



               “Subordination Provisions” has the meaning assigned to such term in Section 7.01(l).



               “Subsidiary” means, with respect to any Person, (i) any corporation of which more than
50% of the outstanding capital stock having ordinary voting power to elect a majority of the board
of directors of such corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; (ii)
any partnership of which more than 50% of the outstanding partnership interests having the power to
act as a general partner of such partnership (irrespective of whether at the time any partnership
interests other than general partnership interests of such partnership shall or might have voting
power upon the occurrence of any contingency) are at the time directly or indirectly owned by such
Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person; or (iii) any other legal entity the accounts of which would or should
be consolidated with those of such Person on a consolidated balance sheet of such Person prepared
in accordance with GAAP. Unless otherwise indicated, when used in this Agreement, the term
“Subsidiary” shall refer to a Subsidiary of Borrower; provided that that no employee
benefit plan, including the ESOP, shall be considered a Subsidiary of Borrower.



               “Subsidiary Loan Party” means each of Borrower’s Subsidiaries that guarantees the
Obligations pursuant to the Guarantee Agreement.



               “Swingline Commitment” means the commitment of the Swingline Lender to make Loans
pursuant to Section 2.04.



               “Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any
time shall be its Commitment Percentage of the total Swingline Exposure at such time.



               “Swingline Lender” means Citicorp North America, Inc., in its capacity as lender of
Swingline Loans hereunder, and any other Revolving Lender approved by the Administrative Agent and
Borrower (such approval not to be unreasonably withheld or delayed and, in the case of Borrower, in
any event not to be required during the occurrence and continuation of any Event of Default).



               “Swingline Loan” has the meaning assigned to such term in Section 2.04(a).



               “Swingline Sublimit” has the meaning assigned to such term as Section 2.04(a).



               “Taking” means any taking of all or any portion of the Property of Borrower or any of
its Subsidiaries in or by condemnation or other eminent domain proceedings pursuant to any law,
general or special (other than by reason of the temporary requisition or use of all or any portion
of the Property of Borrower or any Subsidiaries by any Governmental Authority).



               “Taxes” has the meaning assigned to such term in Section 2.16.



               “Term B Borrowing” means a Borrowing comprised of Term B Loans.



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               “Term B Borrowing Request” means a Borrowing Request made by Borrower in connection
with a Term B Borrowing.



               “Term B Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make a Term B Loan hereunder on the Effective Date or a Delayed Draw Closing Date,
expressed as an amount representing the maximum principal amount of the Term B Loan to be made by
such Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of
this Agreement. The initial amount of each Lender’s Term B Commitment shall be set forth on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term B Commitment, as applicable. The aggregate amount of the Term B Lenders’ Term B
Commitments as of the Effective Date is $1,250,000,000 (subject to reduction in accordance with
clause (i) of Section 2.01(a)).



               “Term B Commitment Termination Date” shall mean the earlier of (a) April 15, 2005, if
the Term B Loan(s) have not been made on or prior to such date, or if such date is not a Business
Day, the immediately preceding Business Day; and (b) the date the Term B Commitment is reduced to
zero; provided, that with respect to the Delayed Draw Amount the Term B Commitment
Termination Date shall be the earlier of (i) the 90th day following the Effective Date and (ii) the
date the Term B Commitment with respect to the Delayed Draw Amount is reduced to zero.



               “Term B Lender” means a Lender with a Term B Commitment or an outstanding Term B Loan,
in its capacity as such.



               “Term B Loan Maturity Date” means the seventh anniversary of the Effective Date.



               “Term B Loans” means the Loans made pursuant to clause (i) of Section 2.01(a).



               “Terminated Lender” has the meaning assigned to such term in Section 2.20.



               “Test Period” means (i) for the covenants contained in Sections 6.12 and 6.13, the
four consecutive complete Fiscal Quarters of Borrower ended as of each date listed and (ii) for all
other provisions in this Agreement, the four consecutive complete Fiscal Quarters of Borrower ended
as of the time indicated. Compliance with such covenants shall be tested, as of the end of each
Test Period, on the date on which the financial statements pursuant to Section 5.01(a) or (b) have
been, or should have been, delivered for the applicable fiscal period.



               “Third-Party Payor Programs” means all third-party payor programs in which Borrower
and its Subsidiaries currently or in the future may participate, including, without limitation,
Medicare, Medicaid, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance
programs and employee assistance programs.



               “Total Leverage Ratio” means, at any date, the ratio of (a) Consolidated Indebtedness
as of such date to (b) Consolidated EBITDA for the Test Period most recently ended. For purposes
of calculating the Total Leverage Ratio, Consolidated EBITDA shall be adjusted for the Pro Forma
Basis.



               “Total Revolving Credit Commitment” means, at any time, the aggregate amount of the
Revolving Credit Commitments at such time.



               “Total Revolving Credit Exposure” means, at any time, the aggregate amount of the
Revolving Credit Exposures at such time.



-31-









 





               “Transaction Documents” means the Loan Documents and the Merger Documents.



               “Transactions” means the Financing Transactions and the Merger Transactions.



               “Transferee” has the meaning assigned to such term in Section 2.16.



               “Trigger Date” means the date on which a Compliance Certificate for the first quarter
ending after the Effective Date shall have been received by the Administrative Agent pursuant to
Section 5.01(a) or (b).



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



               “UCC” means the Uniform Commercial Code as in effect in the applicable state or
jurisdiction.



               “Unrefunded Swingline Loans” has the meaning assigned to such term in Section 2.04(c).



               “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing (a) the original aggregate principal amount of such
Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount
of each scheduled installment, sinking fund, serial maturity or other required payment of principal
including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to
the nearest one-twelfth) which will elapse between such date and the making of such payment.



               “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of
Subtitle E of Title IV of ERISA.



               SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type
(e.g., a “Eurodollar Revolving Credit Borrowing”).



               SECTION 1.03. Terms Generally. (a) The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise
require. Except as otherwise expressly provided herein, any reference in this Agreement to any
Loan Document means such document as amended, restated, supplemented or otherwise modified from
time to time.



               (b) Except as otherwise expressly provided herein (including as provided below), all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as in effect from
time to time. In the event that any “Accounting Change” (as defined below) shall occur and such
change would result in a change in the method of calculation of financial covenants, standards or
terms in this Agreement, then Borrower, the Administrative Agent and the Lenders agree to enter
into negotiations in good faith in order to promptly amend such provisions of this Agreement so as
to reflect equitably such



-32-









 




Accounting Changes with the desired result that the criteria for
evaluating Borrower’s financial condition shall be the same after such Accounting Changes as if
such Accounting Changes had not been made. Until such time as such an amendment shall have been
executed and delivered by Borrower, the Administrative Agent and the Requisite Lenders, (i) all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred and (ii) Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.
“Accounting Changes” refers to changes after the date hereof in accounting principles required by
the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the
SEC.




               (b) If any payment under this Agreement or any other Loan Document shall be due on any day
that is not a Business Day, the date for payment shall be extended to the next succeeding Business
Day, and in the case of any payment accruing interest, interest thereon shall be paid for the
period of such extension.



ARTICLE II




THE CREDITS




               SECTION 2.01. Credit Commitments. (a) Subject to the terms and conditions hereof:




     (i) Each Term B Lender severally agrees to make a Term B Loan in Dollars to Borrower on
the Effective Date and on the Delayed Draw Closing Dates in an amount equal to the portion
of such Lender’s Term B Commitment as requested by Borrower to be made on such date and in
accordance with the limitations described in this clause (i). Term B Loans made on the
Effective Date shall not exceed for any Lender the Term B Commitment of such Lender (as
reduced by such Lender’s pro rata portion of the Delayed Draw Amount (as defined below)),
and shall not exceed in the aggregate $1,250,000,000 minus the amount equal to 107%
of the aggregate principal amount of the Province 2008 Notes (provided that (x) if such
amount is less than $1,000,000, it shall be deemed to be zero and (y) in any event such
amount shall not exceed $184,600,000) not validly tendered and accepted for purchase
pursuant to the Province 2008 Notes Offer (or effectively redeemed or defeased) on or prior
to the Effective Date (collectively, the “Delayed Draw Amount”). The Delayed Draw
Amount shall remain available following the Effective Date and may be borrowed in not more
than two drawings at any time following the Effective Date and on or prior to the 90th day
following the Effective Date (each, a “Delayed Draw Closing Date”) 
for the purpose of purchasing Province 2008 Notes, together with premium and
accrued and unpaid interest thereon (including for purposes of refinancing any purchase of
such Province 2008 Notes during such period with other funds available to Borrower).
Any remaining unutilized amount of the Term B Commitment shall thereafter cease to be
available. In addition, the Term B Commitment shall not be available on the Effective Date,
and shall be permanently reduced, in an amount equal to the aggregate principal amount of
the Province 2013 Notes not validly tendered and accepted for purchase pursuant to the
Province 2013 Notes Offer (or effectively redeemed or defeased) on or prior to the Effective
Date but only to the extent such amount exceeds $10,000,000 (in which case the Term B
Commitment shall be reduced by such entire amount and not solely the amount in excess of
$10,000,000). Amounts prepaid or repaid in respect of Term B Loans may not be reborrowed.



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     (ii) Each Revolving Lender severally agrees to make Revolving Loans in Dollars to
Borrower from time to time during the Revolving Credit Commitment Period; provided
that (i) no more than $50,000,000 of Revolving Loans may be borrowed on the Effective Date
and (ii) no proceeds of Revolving Loans may be use to fund the redemption, repurchase or
other repayment of the LifePoint Notes or Province Notes at any time unless the difference
between the Total Revolving Credit Commitment and the Total Revolving Credit Exposure
exceeds $50,000,000 after giving effect to such redemption, repurchase or other repayment.



               During the Revolving Credit Commitment Period Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary
contained in this Agreement, in no event may Revolving Loans be borrowed under this Article II if,
after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the Total
Revolving Credit Exposure would exceed the Total Revolving Credit Commitment then in effect or (ii)
the Revolving Credit Exposure of any Revolving Lender would exceed such Revolving Lender’s
Revolving Credit Commitment.



               (b) The Revolving Loans and Term B Loans may from time to time be (i) Eurodollar Loans, (ii)
ABR Loans or (iii) a combination thereof, as determined by Borrower and notified to the
Administrative Agent in accordance with Sections 2.02 and 2.03.



               (c) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of
Loans of the same Class and Type made by the Lenders ratably in accordance with their respective
Commitments of the applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required.



               SECTION 2.02. Procedure for Borrowing. (a) Borrower may borrow under the Revolving
Credit Commitments or the Term B Commitments (in each case subject to the limitations in Section
2.01(a)) by Borrower giving the Administrative Agent notice substantially in the form of
Exhibit B (each, a “Borrowing Request”), which notice must be received by the
Administrative Agent prior to (a) 11:00 a.m., New York City time, on the third Business Day prior
to the requested Borrowing Date, in the case of a Eurodollar Borrowing, or (b) 12:00 noon, New York
City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR
Borrowing. Each Borrowing Request shall specify (i) whether the requested Borrowing is to be a
Revolving Credit Borrowing or a Term B Borrowing, (ii) the amount to be borrowed, (iii) the
requested Borrowing Date (which must be a Business Day and, in the case of a Term B Borrowing,
which must be the Effective Date or the applicable Delayed Draw Closing Date), (iv) whether the
Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar
Loans, the length of the initial Interest Period therefor, and (vi) the
location and number of Borrower’s account to which funds are to be disbursed, which shall
comply with the requirements of this Agreement. If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have
selected an Interest Period of one month’s duration.



               (b) Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a
Term B Borrowing, $5,000,000 or an integral multiple of $100,000 in excess thereof or (ii) in the
case of a Revolving Credit Borrowing, $1,000,000 or an integral multiple of $1,000,000 in excess
thereof or, if less, the aggregate amount of the then Available Revolving Credit Commitments.



-34-









 





               (c) Upon timely receipt of a Term B Borrowing Request, the Administrative Agent shall promptly
notify each Term B Lender of the aggregate amount of such Term B Borrowing and of the amount of
such Term B Lender’s pro rata portion thereof, which shall be based on their
respective Term B Commitments. Each Term B Lender shall make the amount of its pro
rata portion of such Term B Borrowing available to the Administrative Agent for the account
of Borrower at the New York office of the Administrative Agent specified in Section 9.01 prior to
10:00 a.m., New York City time, on the Effective Date or the applicable Delayed Draw Closing Date,
as the case may be, in Dollars immediately available to the Administrative Agent. Amounts so
received by the Administrative Agent shall promptly be made available to Borrower by the
Administrative Agent crediting the account of Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the Term B Lenders and in
like funds as received by the Administrative Agent.



               (d) Upon timely receipt of a Revolving Credit Borrowing Request, the Administrative Agent
shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit
Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof,
which shall be based on their respective Available Revolving Credit Commitments. Each Revolving
Lender will make the amount of its pro rata portion of such Revolving Credit
Borrowing available to the Administrative Agent for the account of Borrower at the New York office
of the Administrative Agent specified in Section 9.01 prior to 12:00 noon, New York City time, on
the Borrowing Date requested by Borrower in Dollars immediately available to the Administrative
Agent. Amounts so received by the Administrative Agent shall promptly be made available to
Borrower by the Administrative Agent crediting the account of Borrower on the books of such office
with the aggregate of the amounts made available to the Administrative Agent by the Revolving
Lenders and in like funds as received by the Administrative Agent; provided that if on the
Borrowing Date of any Revolving Loans, any Swingline Loans or LC Disbursements shall be then
outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such
Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to Borrower
as provided above; and provided, further, that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the Issuing Bank.



               SECTION 2.03. Conversion and Continuation Options for Loans. (a) Borrower may elect
from time to time to convert (i) Eurodollar Loans to ABR Loans by Borrower giving the
Administrative Agent prior written notice of such election not later than 11:00 a.m., New York City
time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by
Borrower giving the Administrative Agent prior written notice of such election not later than 11:00
a.m., New York City time, three Business Days prior to a requested conversion; provided
that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest
Period with respect thereto, Borrower shall pay any amounts due to the Lenders pursuant to Section
2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period or
Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Term B Lender or each Revolving Lender, as applicable. All or any part of the
outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided
that (i) no Loan may be converted into a Eurodollar Loan when any Default has occurred and is
continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one
month prior to the Revolving Credit Maturity Date or the Term B Loan Maturity Date, as applicable.



               (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current
Interest Period with respect thereto by Borrower giving prior notice to the Administrative Agent,
not later than 11:00 a.m., New York City time, three Business Days prior to a requested
continuation setting forth the length of the next Interest Period to be applicable to such Loans;
provided that no Eurodol-



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lar Loan may be continued as such (i) when any Default has occurred
and is continuing or (ii) after the date that is one month prior to the Revolving Credit Maturity
Date or the Term B Loan Maturity Date, as applicable; and provided, further, that
if Borrower shall fail to give any required notice as described above in this Section 2.03 or if
such continuation is not permitted pursuant to the preceding proviso, then such Loans shall be
automatically converted to ABR Loans on the last day of such then expiring Interest Period (in
which case the Administrative Agent shall notify Borrower of such conversion).




               (c) In connection with any Eurodollar Loans, there shall be no more than ten (10) Interest
Periods outstanding at any time, of which Term B Loans shall have no more than three (3) Interest
Periods.



               (d) This Section 2.03 shall not apply to Swingline Loans.



               SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions hereof, the
Swingline Lender agrees to make swingline loans (each, a “Swingline Loan” and collectively,
the “Swingline Loans”) to Borrower from time to time during the Revolving Credit Commitment
Period in accordance with the procedures set forth in this Section 2.04; provided that (i)
the aggregate principal amount of all Swingline Loans shall not exceed $25,000,000 (the
“Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any
borrowing of Swingline Loans may not exceed the aggregate amount of the then Available Revolving
Credit Commitments immediately prior to such borrowing or result in the Total Revolving Credit
Exposure then outstanding exceeding the Total Revolving Credit Commitments then in effect, and
(iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be
continuing. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the
Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans.
Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder

(which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time,
on the requested Borrowing Date) specifying the amount to be borrowed and the requested Borrowing
Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline
Lender of the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on
the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan
available to the Administrative Agent for the account of Borrower at the New York office of the
Administrative Agent specified in Section 9.01 in Dollars immediately available to the
Administrative Agent. Amounts so received by the Administrative Agent shall promptly be made
available to Borrower by the Administrative Agent crediting the account of Borrower on the books of
such office with the amount made available to the Administrative Agent by the Swingline Lender (or,
in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the
Administrative
Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of
$500,000 or an integral multiple of $100,000 in excess thereof.



               (b) Notwithstanding the occurrence of any Default or noncompliance with the conditions
precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if
any Swingline Loan shall remain outstanding at 10:00 a.m., New York City time, on the seventh
Business Day following the Borrowing Date thereof and if by such time on such seventh Business Day
the Administrative Agent shall have received neither (i) a notice of borrowing delivered by
Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01
on the immediately succeeding Business Day in an amount at least equal to the aggregate principal
amount of such Swingline Loan nor (ii) any other notice satisfactory to the Administrative Agent
indicating Borrower’s intent to repay such Swingline Loan on the immediately succeeding Business
Day with funds obtained from other sources, the Administrative Agent shall be deemed to have
received a notice from Borrower pursuant to



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Section 2.02 requesting that ABR Revolving Loans be
made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the
amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in
making such ABR Revolving Loans; provided that for the purposes of determining each
Lender’s Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with
the proceeds of such Borrowing shall be deemed to not be outstanding. The proceeds of such ABR
Revolving Loans shall be applied to repay such Swingline Loan.




               (c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph
(b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on
the date such ABR Revolving Loans would otherwise have been made, each Revolving Lender severally,
unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any
Default, purchase a participating interest in such Swingline Loan (an “Unrefunded Swingline
Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have
been made pursuant to paragraph (b) of this Section 2.04. Each Revolving Lender will immediately
transfer to the Administrative Agent, in immediately available funds, the amount of its
participation, and the proceeds of such participations shall be distributed by the Administrative
Agent to the Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded
Swingline Loans and participations therein shall be made in accordance with Section 2.13.



               (d) Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a
participation in a Swingline Loan pursuant to the foregoing paragraphs if a Default shall have
occurred and be continuing at the time such Swingline Loan was made and such Lender shall have
notified the Swingline Lender in writing prior to the time such Swingline Loan was made, that such
Default has occurred and that such Lender will not acquire participations in Swingline Loans made
while such Default is continuing.



               SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Term B Loans.
(a) Borrower may at any time and from time to time prepay the Loans (subject to compliance with
the terms of Section 2.17), in whole or in part, subject to Section 2.05(e), upon Borrower giving
irrevocable written notice to the Administrative Agent not later than 12:00 noon, New York City
time, two Business Days prior to the date of such prepayment (or, in the case of Swingline Loans,
upon Borrower giving irrevocable notice to the Administrative Agent not later than 12:00 noon, New
York City time, on the same date as such prepayment), specifying (i) the date and amount of
prepayment, and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar
Loans, ABR Loans or a combination thereof (including in the case of Eurodollar Loans, the Borrowing
to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to
each). Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount prepaid. Partial
prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the remaining
outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an
aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if
less, the remaining outstanding principal amount thereof).



               (b) In the event and on such occasion that the Total Revolving Credit Exposure exceeds the
Total Revolving Credit Commitment, Borrower shall prepay Revolving Credit Borrowings or Swingline
Borrowings in an aggregate amount equal to such excess.



               (c) (i) If Borrower shall issue any Equity Interests or Equity Rights (it being understood
that the issuance of debt securities convertible into, or exchangeable or exercisable for, any
Equity



-37-









 




Interest or Equity Right shall be governed by Section 2.05(c)(ii)) (other than Excluded
Equity Issuances) (each, an “Equity Issuance”), 50% of the Net Proceeds thereof (or, if the
Senior Leverage Ratio is less than 2.0:1.0 as of the last day of the most recent Fiscal Quarter or
Fiscal Year for which the Administrative Agent shall have received Borrower’s consolidated
financial statements delivered pursuant to Section 5.01(a) or (b) and a Compliance Certificate
calculating the Senior Leverage Ratio, zero) shall be applied immediately after receipt thereof
toward the prepayment of the Term B Loans in accordance with Section 2.05(e).





     (ii) If Borrower or any of its Subsidiaries shall incur or permit the incurrence of any
Indebtedness (including pursuant to debt securities which are convertible into, or
exchangeable or exercisable for, any Equity Interest or Equity Right) (other than Excluded
Debt Incurrences) (each, a “Debt Incurrence”), 100% of the Net Proceeds thereof
shall be applied immediately after receipt thereof toward the prepayment of the Term B Loans
in accordance with Section 2.05(e).




     (iii) If Borrower or any of its Subsidiaries shall receive Net Proceeds from any Asset
Sale, 100% of such Net Proceeds shall be applied on or prior to the fifth Business Day after
receipt thereof toward the prepayment of the Term B Loans in accordance with Section
2.05(e); provided that (x) the Net Proceeds from Asset Sales permitted by Section
6.05 shall not be required to be applied as provided herein on such date if and to the
extent that (1) no Default then exists or would arise therefrom and (2) Borrower delivers an
officers’ certificate to the Administrative Agent on or prior to such fifth Business Day
stating that such Net Proceeds shall be reinvested (or committed pursuant to a binding
contract to be reinvested) in capital assets of Borrower or any Subsidiary, in each case
within 365 days following the date of receipt of such Net Proceeds (which certificate shall
set forth the estimates of the proceeds to be so expended), and (y) if all or any portion of
such Net Proceeds not so applied as provided herein is not so used within such 365-day
period (or, in the case of such commitments to reinvest, within 18 months), such remaining
portion shall be applied on the last day of such period toward the prepayment of the Term B
Loans in accordance with Section 2.05(e).




     (iv) If Borrower or any of its Subsidiaries shall receive Net Proceeds from insurance
or condemnation recoveries in respect of any Destruction or any proceeds or awards in
respect of any Taking, 100% of such Net Proceeds shall be applied on or prior to the tenth
Business Day after receipt thereof toward the prepayment of the Term B Loans in accordance
with Section 2.05(e); provided that (x) so long as no Default then exists or would arise
therefrom, such Net Proceeds shall not be required to be so applied to the extent that
Borrower has delivered an officers’ certificate to the Administrative Agent on or prior to
such tenth Business Day stating
that such Net Proceeds shall be used to (or committed pursuant to a binding contract to
be used to) (1) repair, replace or restore any Property in respect of which such Net
Proceeds were paid or (2) fund the substitution of other Property used or usable in the
business of Borrower or the Subsidiaries, in each case within 365 days following the date of
the receipt of such Net Proceeds, and (y) if all or any portion of such Net Proceeds not
required to be applied to the prepayment of Term B Loans pursuant to the preceding proviso
is not so used or committed to be used within 365 days after the date of the receipt of such
Net Proceeds, such remaining portion shall be applied on the last day of such period toward
the prepayment of the Term B Loans in accordance with Section 2.05(e).




     (v) If, for any Fiscal Year of Borrower commencing with its Fiscal Year ending on
December 31, 2005, there shall be Excess Cash Flow, the Excess Cash Flow Percentage of such
Excess Cash Flow (less the aggregate amount of all voluntary prepayments of Term B Loans
from Internally Generated Funds made during such Fiscal Year) shall be applied, not later
than



-38-









 




the earlier of (x) 100 days after the end of such Fiscal Year or (y) 10 days after the
date upon which Borrower is required by the SEC to file its annual report on Form 10-K,
toward prepayment of the Term B Loans in accordance with Section 2.05(e).




               (c) The Term B Loans shall be repaid in consecutive quarterly installments on the dates set
forth below (each, an “Installment Payment Date”), commencing on June 30, 2005, in an
aggregate amount equal to the amount specified below for each such Installment Payment Date.



	 	 	 	 	 
	Installment Payment Date	 	Installment Amount	 
	June 30, 2005
	 	$	3,125,000	 
	September 30, 2005
	 	$	3,125,000	 
	December 31, 2005
	 	$	3,125,000	 
	March 31, 2006
	 	$	3,125,000	 
	June 30, 2006
	 	$	3,125,000	 
	September 30, 2006
	 	$	3,125,000	 
	December 31, 2006
	 	$	3,125,000	 
	March 31, 2007
	 	$	3,125,000	 
	June 30, 2007
	 	$	3,125,000	 
	September 30, 2007
	 	$	3,125,000	 
	December 31, 2007
	 	$	3,125,000	 
	March 31, 2008
	 	$	3,125,000	 
	June 30, 2008
	 	$	3,125,000	 
	September 30, 2008
	 	$	3,125,000	 
	December 31, 2008
	 	$	3,125,000	 
	March 31, 2009
	 	$	3,125,000	 
	June 30, 2009
	 	$	3,125,000	 
	September 30, 2009
	 	$	3,125,000	 
	December 31, 2009
	 	$	3,125,000	 
	March 31, 2010
	 	$	3,125,000	 
	June 30, 2010
	 	$	3,125,000	 
	September 30, 2010
	 	$	3,125,000	 
	December 31, 2010
	 	$	3,125,000	 
	March 31, 2011
	 	$	3,125,000	 
	June 30, 2011
	 	$	293,750,000	 
	September 30, 2011
	 	$	293,750,000	 
	December 31, 2011
	 	$	293,750,000	 
	Term B Loan Maturity Date
	 	All amounts due and payable in accordance with Section 2.07(a).






               (e) Prepayments of Term B Loans pursuant to Section 2.05(a) shall be applied as elected by
Borrower to scheduled installments of principal set forth in paragraph (d) above. Prepayments of
Term B Loans pursuant to Section 2.05(c) shall be applied to scheduled installments of principal
set forth in paragraph (d) due within 12 months of such prepayment in chronological order, and then
pro rata to remaining scheduled installments of principal set forth in paragraph
(d); provided that any Term B Lender may elect, by written notice to the Administrative
Agent at least three Business Days prior to the prepayment date, to decline all or any portion of
any prepayment of its Term B Loans to be made pursuant to Section 2.05(c). Amounts so declined by
Term B Lenders may be retained by Borrower. Except as otherwise may be directed by Borrower, any
prepayment of Loans pursuant to this Section 2.05 shall be applied, first, to any ABR Loans
then outstanding and the balance of such prepayment, if any, to the



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Eurodollar Loans then
outstanding; provided that any amounts applied to Term Loans pursuant to Section 2.05(c)
which are Eurodollar Loans shall, at the option of Borrower, be applied to prepay the Loans which
are Eurodollar Loans immediately and/or shall be deposited in the Collateral Account (as defined in
the Pledge Agreement). The Administrative Agent shall apply any cash deposited in the Collateral
Account to prepay the Term Loans which are Eurodollar Loans on the last day of the Interest Period
therefor (or, at the direction of Borrower, on any earlier date) until all outstanding Term Loans
which are Eurodollar Loans have been prepaid or until all cash on deposit in the Collateral Account
(including, without limitation, interest earned thereon) with respect to such Term Loans has been
exhausted. The Administrative Agent shall, at the request of Borrower, invest amounts on deposit
in the Collateral Account in overnight investments acceptable to the Administrative Agent.




               SECTION 2.06. Letters of Credit.



               (a) General. Subject to the terms and conditions set forth herein, Borrower may
request the issuance of Letters of Credit for its own account or for the account of any Subsidiary,
in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Revolving Credit Commitment Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by Borrower to, or entered into by
Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.



               (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), Borrower shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit,
the name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend
such Letter of Credit. If requested by the Issuing Bank, Borrower also shall submit a letter
of credit application on the Issuing Bank’s standard form in connection with any request for a
Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension,
(i) the LC Exposure shall not exceed $50,000,000 and (ii) the Total Revolving Credit Exposure shall
not exceed the Total Revolving Credit Commitment. With respect to any Letter of Credit which
contains any “evergreen” automatic renewal provision, the Issuing Bank shall be deemed to have
consented to any such extension or renewal provided that all of the requirements of this Section
2.06 are met and no Default exists.



               (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity
Date.



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



-40-









 




Lender’s Commitment Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be refunded to Borrower
for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Revolving Credit Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.




               (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 1:00 p.m., New York City time, one
Business Day after the date that such LC Disbursement is made, if Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on the date of such LC
Disbursement, or, if such notice has not been received by Borrower prior to such time on such date,
then not later than 1:00 p.m., New York City time, on the Business Day immediately following the
day that Borrower receives such notice; provided that Borrower may, at its sole option and
subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02
that such payment be financed with a Revolving Borrowing or Swingline Loan in an equivalent amount
and, to the extent so financed, Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting Revolving Borrowing or Swingline Loan. If Borrower fail to make such
payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from Borrower in respect thereof and such Revolving Lender’s
Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Commitment Percentage of the payment then due from
Borrower, in the same manner as provided in Section 2.02 with respect to Loans made by such
Revolving Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly
following receipt by the Administrative Agent of any payment from Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the
extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear.
Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for
any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve Borrower of its obligation to
reimburse such LC Disbursement.



               (f) Obligations Absolute. Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section 2.06 shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor the
Issu-



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ing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law)
suffered by Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




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



               (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that if Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section 2.06, then Section 2.08(c) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.07 to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.



               (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among Borrower, the Administrative Agent, and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the
time any such replacement shall become effective, Borrower shall pay all unpaid fees accrued for
the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer
to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have



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all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters of Credit.




               (j) Existing Letters of Credit. Borrower, the Administrative Agent, the Revolving
Lenders and the Issuing Bank hereby acknowledge that on and as of the Effective Date the Existing
Letters of Credit shall irrevocably be deemed to be Letters of Credit issued under this Agreement
and all the provisions of this Agreement shall apply to the Existing Letters of Credit as being
Letters of Credit issued under this Agreement by the relevant Issuing Bank, the whole without
novation of all of the obligations of Borrower to each relevant Issuing Bank in respect of said
Existing Letters of Credit.



               SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders
(i) in respect of Revolving Credit Borrowings, on the Revolving Credit Maturity Date (or such
earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to
Section 2.05 or Article VII), the unpaid principal amount of each Revolving Loan and each Swingline
Loan made to it by each such Lender and (ii) in respect of Term B Borrowings, on the Term B Loan
Maturity Date (or such earlier date as, and to the extent that, such Term B Loan becomes due and
payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Term B Loan
held by each such Term B Lender. Borrower hereby further agrees to pay interest in immediately
available funds at the applicable office of the Administrative Agent (as specified in Section
2.13(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term B Loans
made to them from time to time from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in Section 2.08. All payments required
hereunder shall be made in Dollars.



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



               (c) The Administrative Agent shall maintain the Register pursuant to Section 9.04(d), and a
subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each such Loan, the Class and Type of each such Loan and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to become due
and payable from Borrower to each Lender hereunder in respect of each such Loan and (iii) the
amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each
such Loan and each Lender’s share thereof.



               (d) The entries made in the Register and accounts maintained pursuant to paragraphs (b) and
(c) of this Section 2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07
shall, to the extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of Borrower therein recorded; provided, however, that
the failure of any Lender or the Administrative Agent to maintain such account, such Register or
such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation
of Borrower to repay (with applicable interest) the Loans made to Borrower by such Lender in
accordance with the terms of this Agreement.



               (e) The Loans of each Class made by each Lender to Borrower shall, if requested by the
applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a
single Note duly executed on behalf of Borrower, in substantially the form attached hereto as
Exhibit G-1 or G-2, as applicable, with the blanks appropriately filled, payable to
the order of such Lender.



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               SECTION 2.08. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest (computed on the basis of the actual number of days elapsed over a year of 360 days) for
each day during each Interest Period with respect thereto at a rate per annum equal
to:




     (i) in the case of a Eurodollar Revolving Loan, (A) the Adjusted LIBO Rate determined
for such Interest Period, plus (B) the Applicable Rate; or




     (ii) in the case of a Eurodollar Term B Loan, (A) the Adjusted LIBO Rate determined for
such Interest Period plus (B) the Applicable Rate.



               (b) Each ABR Loan (including each Swingline Loan) shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, or over a
year of 360 days when the Alternate Base Rate is determined by reference to clause (c) of the
definition of “Alternate Base Rate”) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Rate.



               (c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable
thereon or (iii) any Commitment Fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity thereof or by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum which is (x) in the case of overdue principal
(except as otherwise provided in clause (y) below), the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section 2.08 plus 2.00% per
annum or (y) in the case of any overdue interest, Commitment Fee or other amount, the rate
described in Section 2.08(b) applicable to an ABR Revolving Loan plus 2.00% per
annum, in each case from the date of such nonpayment to (but excluding) the date on which
such amount is paid in full (after as well as before judgment).



               (d) Interest shall be payable in arrears on each Interest Payment Date and on the Term B Loan
Maturity Date and Revolving Credit Maturity Date; provided that (i) interest accrued
pursuant to paragraph (c) of this Section 2.08 shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion. Interest in
respect of each Loan shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.



               SECTION 2.09. Computation of Interest. Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on
Borrower and the Lenders in the absence of manifest error.



               SECTION 2.10. Fees. (a) Borrower agrees to pay a commitment fee (a “Commitment
Fee”) to each Revolving Lender and to each Term B Lender, for which payment shall be made in
arrears through the Administrative Agent on the last day of each March, June, September and
December after the Effective Date, and on the applicable Commitment Fee Termination Date (as
defined below). The Commitment Fee due to each Revolving Lender and to each Term B Lender shall
accrue for a period commencing on the Effective Date and shall cease to accrue on the date (the
“Commitment Fee Termination Date”) that is (i) in the case of Commitment Fees payable to
Revolving Lenders, the later of (x) the date on which the Revolving Credit Commitment of such
Revolving Lender shall be terminated as provided herein and (y) the first Business Day after the
end of the Revolving Credit Commitment Period and (ii) in the case of Commitment Fees payable to
Term B Lenders, the later of (x) the date on which the Term B Commitment of such Term B Lender
shall be terminated as provided herein and (y) the first Business Day after the end of the Term B
Commitment Termination Date. The Commitment Fee accrued to each Re-



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volving Lender and each Term B
Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average
Daily Amount (as defined below) for the applicable Fiscal Quarter (or shorter period commencing on
the Effective Date and ending with the Commitment Fee Termination Date). A Revolving Lender’s
“Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the
average daily amount during such period calculated using the daily amount of such Revolving
Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure
(excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee
Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit
Commitment Period. A Term B Lender’s “Commitment Fee Average Daily Amount” with respect to
a calculation period shall equal the amount during such period of such Term B Lender’s Delayed Draw
Amount. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in
a year of 360 days.




               (b) Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving
Lender a participation fee with respect to its participations in Letters of Credit, which shall
accrue at a rate equal to the Applicable Rate for Eurodollar Revolving Loans on the average daily
amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later
of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on
which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at a rate to be agreed between Borrower and the Issuing Bank on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later
of the date of termination of the Revolving Credit Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees (collectively, “LC Fees”) accrued through and
including the last day of March, June, September and December of each calendar year during the
Revolving Credit Commitment Period shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving Credit
Commitments terminate and any such fees accruing after the date on which the Revolving Credit
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand therefor. All
participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last
day).



               (c) Borrower agrees to pay to the Administrative Agent the administrative fee set forth in the
Fee Letter (the “Agent Fees”).



               (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution. Once paid, none of the Fees shall be refundable.



               (e) Notwithstanding the foregoing, any of the foregoing fees accrued with respect to any
Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and
unpaid at such time shall not be payable by Borrower so long as such Lender shall be a Defaulting
Lender, except to the extent that such fee shall otherwise have been due and payable by Borrower
prior to such time. Further, none of the foregoing fees shall accrue for the benefit of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender.




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          SECTION 2.11. Termination, Reduction or Adjustment of Commitments.

(a) Unless previously terminated, (i) the Term B Commitments shall terminate at 5:00 p.m.,
New York City time, on the Effective Date; provided that the Term B Commitments with
respect to the Delayed Draw Amount shall be 5:00 p.m., New York City time on the applicable Delayed
Draw Closing Date, and (ii) the Revolving Credit Commitments shall terminate on the Revolving
Credit Maturity Date.



          (b) Borrower shall have the right, upon one Business Day’s notice to the Administrative Agent,
to terminate or, from time to time, reduce the amount of the Revolving Credit Commitments;
provided that no such termination or reduction of Revolving Credit Commitments shall be
permitted if, after giving effect thereto and to any repayments of the Loans made on the effective
date thereof, the Total Revolving Credit Exposure then outstanding would exceed the Total Revolving
Credit Commitment then in effect.



          (c) Borrower agrees to pay to the Administrative Agent for the account of the applicable
Revolving Lenders or Term B Lenders, as the case may be, on each date of termination or reduction
of the Revolving Credit Commitments or Term B Commitments, as the case may be, the Commitment Fee
on the amount of the Revolving Credit Commitments or Term B Commitments, as the case may be, so
terminated or reduced accrued to the date of such termination or reduction.



          (d) Each reduction in the Revolving Credit Commitments shall reduce the Swingline Commitment
by an equal percentage.



          SECTION 2.12. Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy
of Interest Rate. If prior to 11:00 a.m., London time, two Business Days before the first day
of any Interest Period, including an initial Interest Period, for a requested Eurodollar Borrowing:




     (i) the Administrative Agent shall have determined in good faith (which determination
shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting
the relevant market generally, adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Eurodollar Borrowing for such Interest Period, or




     (ii) the Administrative Agent shall have received notice from a majority in interest of
the Lenders of the applicable Class that the Adjusted LIBO Rate determined or to be
determined for such Interest Period for such Eurodollar Borrowing will not adequately and
fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of
making or maintaining their affected Loans during such Interest Period,



then the Administrative Agent shall give telecopy or telephonic notice thereof to Borrower and the
Lenders by 12:00 noon, New York City time, on the same day. The Administrative Agent shall give
telecopy or telephonic notice to Borrower and the Lenders as soon as practicable after the
circumstances giving rise to such notice no longer exist, and until such notice has been given, any
affected Eurodollar Loans shall not be (x) converted or continued pursuant to Section 2.03 or (y)
made pursuant to a Borrowing Request, and shall be continued or made as an ABR Loans, as the case
may be.




          SECTION 2.13. Pro Rata Treatment and Payments. (a) Each reduction of the Revolving
Credit Commitments of the Revolving Lenders shall be made pro rata according to the
amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each
prepayment) by Borrower on account of principal of and interest on Loans which are ABR Loans shall
be made pro rata according to the respective outstanding principal amounts of such
ABR Loans then held by the Lenders of the applicable Class. Each payment (including each
prepayment) by Borrower on account of principal of and interest on Loans which are Eurodollar Loans
designated by Borrower to be applied to a particular



-46-









 





Eurodollar Borrowing shall be made pro
rata according to the respective outstanding principal amounts of such Loans then held by
the Lenders of the applicable Class. Each payment (including each prepayment) by Borrower on
account of principal of and interest on Swingline Loans shall be made pro rata
according to the respective outstanding principal amounts of the Swingline Loans or participating
interests therein, as the case may be, then held by the relevant Lenders. Except as otherwise
expressly provided herein, all payments (including prepayments) to be made by Borrower hereunder,
whether on account of principal, interest, fees or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 12:00 noon, New York time, on the due date thereof to the
Administrative Agent, for the account of the Lenders of the applicable Class, at the Administrative
Agent’s New York office specified in Section 9.01 in the currency in which the applicable
obligation is denominated and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders entitled thereto in the same currency as received and
promptly upon receipt in like funds as received. If any payment hereunder (other than payments on
Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be
extended to the next succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day (and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such extension) unless the
result of such extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.




          (b) Subject to Section 2.12, unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing that such Lender will not make the amount that would
constitute its share of such Borrowing available to the Administrative Agent, the Administrative
Agent may assume that such Lender is making such amount available to the Administrative Agent, and
the Administrative Agent may, in reliance upon such assumption, make available to Borrower a
corresponding amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on
demand, such amount with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this Section 2.13(b) shall be conclusive in the absence of
manifest error. If such Lender’s share of such Borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Revolving Loans hereunder, on
demand, from Borrower, but without prejudice to any right or claim that Borrower may have against
such Lender.



          (c) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



          SECTION 2.14. Illegality. Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law, or in the interpretation or application thereof, after
the date hereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as
contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith
be suspended until such



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time as the making or maintaining of Eurodollar Loans shall no longer be
unlawful, and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to ABR Loans on the respective last days of the then current Interest
Periods with respect to such Loans or within such earlier period as required by law.




          SECTION 2.15. Requirements of Law. (a) If at any time after the date hereof the
introduction of, or any change in or in the interpretation of, any law, treaty or governmental
rule, regulation or order (other than any change by way of imposition or increase of reserve
requirements included in determining the Adjusted LIBO Rate or any change relating to taxes
indemnified pursuant to Section 2.16 or Excluded Taxes) or the compliance by any Lender or the
Issuing Bank with any guideline, request or directive from any central bank or other Governmental
Authority (whether or not having the force of law), shall have the effect of increasing the cost to
such Lender or the Issuing Bank for agreeing to make or making, funding or maintaining any
Eurodollar Loans or participating in, issuing or maintaining any Letter of Credit, then Borrower
shall from time to time, pay to the Administrative Agent for the account of such Lender or the
Issuing Bank additional amounts sufficient to compensate such Lender or the Issuing Bank for such
increased cost. A certificate setting forth in reasonable detail the applicable change in law and
the calculation of the amount of such increased cost, submitted to Borrower and the Administrative
Agent by such Lender or the Issuing Bank, shall be conclusive and binding for all purposes, absent
manifest error. Such Lender or the Issuing Bank, as applicable, shall promptly notify the
Administrative Agent and Borrower in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional amount required fully to
compensate such Lender or the Issuing Bank, as applicable, for such increased cost or reduced
amount. Such additional amounts shall be payable directly to such Lender or the Issuing Bank, as
applicable, within ten (10) Business Days of the receipt by Borrower of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on Borrower.



          (b) If any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator or other
Governmental Authority after the date hereof affects or would affect the amount of capital required
or expected to be maintained by any Lender or the Issuing Bank (or a holding company controlling
such Lender or the Issuing Bank) and such Lender or the Issuing Bank determines (in its sole and absolute discretion) that the rate of
return on its capital (or the capital of its holding company, as the case may be) as a consequence
of its Commitment or the Loans made by it or its participations in Swingline Loans or any issuance,
participation or maintenance of Letters of Credit is reduced to a level below that which such
Lender or the Issuing Bank (or its holding company) could have achieved but for the occurrence of
any such circumstance, then, in any such case upon notice from time to time by such Lender or the
Issuing Bank to Borrower, Borrower shall, within ten (10) Business Days after receipt of the
statement referred to below, pay directly to such Lender or the Issuing Bank, as the case may be,
additional amounts sufficient to compensate such Lender or the Issuing Bank (or its holding
company) for such reduction in rate of return. A statement of such Lender or the Issuing Bank as
to any such additional amount or amounts (including calculations thereof in reasonable detail)
shall, in the absence of manifest error, be conclusive and binding on Borrower. In determining
such amount, such Lender or the Issuing Bank may use any method of averaging and attribution that
it (in its sole and absolute discretion) shall deem applicable.



          (c) In the event that the Issuing Bank or any Lender determines that any event or circumstance
that will lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank or
such Lender will use its commercially reasonable efforts to so notify Borrower; provided
that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or
such Lender to demand and



-48-









 





receive compensation under this Section 2.15, but without prejudice to
any claims of Borrower for compensation for actual damages sustained as a result of any failure to
observe this undertaking.




          (c) Notwithstanding anything to the contrary in this Section 2.15, Borrower shall not be
required to compensate any entity pursuant to this Section 2.15 for any amounts incurred more than
six months prior to the date that such entity notifies Borrower of such entity’s intention to claim
compensation therefor; provided that, if the circumstances giving rise to such claim have a
retroactive effect, then such six-month period shall be extended to include the period of such
retroactive effect.



          SECTION 2.16. Taxes. (a) All payments by any Loan Party of principal of, and
interest on, the Loans and all other amounts payable under any Loan Document shall, unless required
by applicable law, rule or regulation, be made free and clear of and without deduction for any
present or future taxes, levies, imposts, deductions, assessments, fees, duties, withholding or
other charges of any nature whatsoever imposed by any taxing authority on the Administrative Agent,
the Issuing Bank or any Lender (or any assignee of such Lender or the Issuing Bank, as the case may
be, or a Participant or a change in designation of the lending office of a Lender or the Issuing
Bank, as the case may be (a “Transferee”)), other than Excluded Taxes (such non-excluded
items being called “Taxes”). In the event that any withholding or deduction from any
payment to be made by the Loan Parties hereunder is required in respect of any Taxes pursuant to
any applicable law, rule or regulation, then, except as otherwise provided in this Section 2.16 or
in Section 9.04(f)(iii), Borrower shall:




     (i) pay directly to the relevant authority the full amount required to be so withheld
or deducted;




     (ii) as promptly as practicable forward to the Administrative Agent the original or a
certified copy of an official receipt, or other documentation reasonably satisfactory to the
Administrative Agent evidencing such payment to such authority; and




     (iii) pay to the Administrative Agent for the account of the Lenders or the Issuing
Bank, as the case may be, such additional amount or amounts as are necessary to ensure that
after making all required withholdings or deductions (including withholdings or deductions
applicable to additional sums payable under this Section) the net amount actually received
by each Lender or the Issuing Bank, as the case may be, will equal the full amount such
Lender or the Issuing Bank, as the case may be, would have received had no such withholding
or deduction been required.



          (b) Borrower shall timely pay any all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document (“Other Taxes”) to the relevant
Governmental Authority in accordance with applicable Requirements of Law.



          (c) Except as otherwise provided in this Section 2.16 or in Section 9.04(f)(iii), if any Taxes
are directly asserted against the Administrative Agent, the Issuing Bank or any Lender or
Transferee with respect to any payment received by the Administrative Agent, the Issuing Bank or
such Lender or Transferee hereunder, the Administrative Agent, the Issuing Bank or such Lender or
Transferee may pay such Taxes whether or not correctly or legally asserted, and such party shall
promptly notify Borrower; provided that any failure to provide such notice shall in no way
impair the rights of the Issuing Bank or any Lender or Transferee to demand and receive
compensation under this Section 2.16, but without prejudice to any claims of Borrower for failure
to observe this undertaking and Borrower shall pay such additional amounts (including any penalties
(to the extent not imposed as a result of the Administrative Agent’s, Issuing Bank’s, Lender’s or
Transferee’s, as the case may be, gross negligence or willful



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misconduct), interest or expenses) as
shall be necessary in order that the net amount received by such Person after the payment of such
Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have
received had such Taxes not been asserted. In addition, Borrower shall reimburse each Lender or
Transferee or the Issuing Bank for all Excluded Taxes imposed in respect of amounts payable to such
Person pursuant to this Section 2.16, subject to Section 9.04(f)(iii), taking into account the
amount of Taxes that are (x) allowed as a deduction or credit in determining Excluded Taxes and (y)
payable to such Person pursuant to this Section 2.16.




          If Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority
pursuant to this Section 2.16, or fails to remit to the Administrative Agent, for the account of
the Issuing Bank, the respective Lenders or Transferees, any payment required by Section 2.16(c) or
any required receipts or other required documentary evidence, Borrower shall indemnify the Issuing
Bank, Lenders and Transferees for any incremental Taxes, interest, penalties (to the extent not
imposed as a result of an Issuing Bank’s Lender’s or Transferee’s gross negligence or willful
misconduct) or other costs (including reasonable attorneys’ fees and expenses) that may become
payable by the Issuing Bank, any Lender or Transferee as a result of any such failure. For
purposes of this Section 2.16, a distribution hereunder of funds received from Borrower by the
Administrative Agent to or for the account of the Issuing Bank, any Lender or Transferee shall be
deemed a payment by Borrower.



          Payments required by this Section 2.16(c) shall be made within 20 days after the date the
Administrative Agent, Issuing Bank, Lender or Transferee, as the case may be, makes written demand
to Borrower, which written demand shall set forth, in reasonable detail, the manner in which such
payment shall have been determined and which, absent manifest error, shall be final, binding and
conclusive for all purposes.



          (d) Each Issuing Bank, Lender, the Administrative Agent and Transferee that is not a United
States person as defined in Section 7701(a)(30) of the Code shall, on or prior to the Effective
Date (in the case of the Issuing Bank and each Lender that is a party hereto on the Effective Date)
or on or prior to the date of any assignment, participation or change in the designated lending
office hereunder (in the case of a Transferee) and thereafter as reasonably requested from time to time by Borrower
or the Administrative Agent, deliver, if legally able to do so, to each of Borrower and the
Administrative Agent two (or more, as Borrower or the Administrative Agent may reasonably request)
United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents (or
successor forms or documents), properly completed and duly executed, as may be required to
establish the extent, if any, to which a payment to such Issuing Bank, Lender, the Administrative
Agent or Transferee is exempt from or entitled to a reduced rate of withholding or deduction of
Taxes. Each Issuing Bank, Lender, the Administrative Agent and Transferee that is a United States
person under Section 7701(a)(30) of the Code shall, at the reasonable request of Borrower or the
Administrative Agent, deliver, if legally able to do so, to each of Borrower and the Administrative
Agent two (or more, as Borrower or Administrative Agent may reasonably request) United States
Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly
executed, certifying that such Issuing Bank, Lender, the Administrative Agent or Transferee is
exempt from United States backup withholding. Any Person supplying forms or other documentation
pursuant to this Section 2.16(d), if legally able to do so, shall deliver to each of Borrower and
the Administrative Agent two additional copies of the applicable United States Internal Revenue
Service form (or successor form) on or before the date that such form expires (generally three
successive calendar years for Form W-8BEN and Form W-8ECI), and shall, as promptly as practicable,
notify Borrower or the Administrative Agent if any form or other documentation previously submitted
becomes incorrect.



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          (e) Borrower shall not be required to indemnify or to pay any additional amounts to the
Administrative Agent, the Issuing Bank, any Lender or Transferee with respect to any Taxes or other
amounts pursuant to this Section 2.16 to the extent that (i) in the case of any U.S. federal
withholding Taxes, any obligation to withhold, deduct or pay amounts with respect to such Tax was
in effect and would apply to amounts payable on the date the Issuing Bank, such Lender or
Transferee became a party to this Agreement, or otherwise becomes a Transferee with respect to the
interest or participation in the Loan or other obligation in question, except to the extent that
such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from any Loan Party with respect to such
withholding tax pursuant to Section 2.16(a) (and, in such case, Borrower may deduct and withhold
such Tax from payments to the Administrative Agent, the Issuing Bank, such Lender or Transferee);
provided that this subclause (i) shall not apply to any Tax imposed on a Lender in
connection with an interest or participation in any Loan or other obligation that such Lender was
required to acquire pursuant to Section 2.19, or (ii) any Issuing Bank, Lender or Transferee fails
to comply in full with the provisions of Section 2.16(d) (and, in such case, Borrower may deduct
and withhold all Taxes required by law as a result of such noncompliance from payments to the
Issuing Bank, such Lender or Transferee).



          (f) In the event that the Issuing Bank or any Lender or Transferee determines that a change in
the factual circumstances of such Issuing Bank, Lender or Transferee or in such party’s entitlement
to benefits under an applicable tax treaty that will lead to a claim by it under this Section 2.16
has occurred or will occur, the Issuing Bank or such Lender or Transferee will use its commercially
reasonable efforts to notify Borrower as promptly as practicable; provided that any failure
to provide such notice shall in no way impair the rights of the Issuing Bank or any Lender or
Transferee to demand and receive compensation under this Section 2.16, but without prejudice to any
claims of Borrower for failure to observe this undertaking.



          (g) If Borrower determines that a reasonable basis exists for contesting a Tax, the Issuing
Bank, Lender or Transferee, as the case may be, shall use reasonable efforts to cooperate with
Borrower as Borrower may reasonably request in challenging such Tax. Each Lender, Transferee, and
Issuing Bank agrees to use reasonable efforts to cooperate with Borrower as Borrower may reasonably
request to minimize any amount payable by Borrower pursuant to this Section 2.16. Borrower
shall indemnify and hold each Issuing Bank, Lender and Transferee harmless against any
out-of-pocket expenses incurred by such Person in connection with any request made by Borrower
pursuant to this Section 2.16(g). Nothing in this Section 2.16(g) shall obligate the Issuing Bank
or a Lender or Transferee to take any action that such Person, in its sole judgment, determines may
result in a material detriment to such Person.



          (h) If any Lender, Transferee, Issuing Bank or Administrative Agent determines in its sole
discretion that it has received a refund of, reduction of, or the benefit of a credit against its
tax or otherwise recovers an amount in connection with any payment by Borrower pursuant to this
Section 2.16 (a “Tax Benefit”), such Person shall reimburse Borrower for the amount
determined by such Person to be the Tax Benefit (but only to the extent of indemnity payments made,
or additional amounts paid, by any Loan Party under this Section 2.16 with respect to the Taxes or
the Other Taxes giving rise to such Tax Benefit), after reduction for any out-of-pocket expenses
and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such Tax Benefit), obtained by such Person as a consequence of such Tax Benefit;
provided, however, that the Loan Party, upon the request of the Administrative Agent or such
Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties (to the extent
not imposed as a result of the Administrative Agent’s, Issuing Bank’s, Lender’s or Transferee’s, as
the case may be, gross negligence or willful misconduct), interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender within a reasonable
time (not to exceed 20 days) after receipt of written notice that the Administrative Agent or such



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Lender is required to repay such Tax Benefit to such Governmental Authority. Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any amount to any Loan
Party the payment of which would place such Lender in a less favorable net after-tax position than
such Lender would have been in if the additional amounts or indemnification payments giving rise to
such Tax Benefit had never been paid.




          (i) Nothing contained in this Section 2.16 shall obligate any Person to make available its tax
returns or any other information relating to its taxes that it deems to be confidential.



          SECTION 2.17. Indemnity. In the event any Lender shall incur any loss or expense
(including any loss (other than lost profit) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any
portion of the principal amount of any Loan as, or to convert any portion of the principal amount
of any Loan into, a Eurodollar Loan) as a result of any conversion of a Eurodollar Loan to an ABR
Loan or repayment or prepayment of the principal amount of any Eurodollar Loan on a date other than
the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03,
2.05, 2.07, 2.14, 2.15 or 2.20 or otherwise, or any failure to borrow or convert any Eurodollar
Loan after notice thereof shall have been given hereunder, whether by reason of any failure to
satisfy a condition to such Borrowing or otherwise, then, upon the written notice of such Lender to
Borrower (with a copy to the Administrative Agent), Borrower shall, within ten (10) Business Days
of the receipt by Borrower thereof, pay directly to such Lender such amount as shall (in the
reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such
written notice (which shall include calculations in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on Borrower.



          SECTION 2.18. Change of Lending Office. Each Lender (or Transferee) agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or 2.16 with respect
to such Lender (or Transferee), it shall, if requested by Borrower, use its commercially reasonable efforts (subject to overall policy
considerations of such Lender (or Transferee)) to designate another lending office for any Loans
affected by such event with the object of avoiding the consequences of such event; provided
that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender
and its respective lending offices to suffer no economic, legal or regulatory disadvantage; and
provided, further, that nothing in this Section 2.18 shall affect or postpone any
of the obligations of Borrower or the rights of any Lender (or Transferee) pursuant to Sections
2.14, 2.15 and 2.16.



          SECTION 2.19. Sharing of Setoffs. Each Lender agrees that if it shall, through the
exercise of a right of banker’s lien, setoff or counterclaim against Borrower or, or pursuant to a
secured claim under Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment
(voluntary or involuntary) in respect of any Loans or participations in LC Disbursements which at
the time shall be due and payable as a result of which the unpaid principal portion of its Loans
and participations in LC Disbursements which at the time shall be due and payable shall be
proportionately less than the unpaid principal portion of such Loans and participations in LC
Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a
participation in such Loans and participations in LC Disbursements of such other Lender, so that
the aggregate unpaid principal amount of such Loans and participations in LC Disbursements held by
each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such
Loans and participations in LC Disbursements as prior to such exercise of banker’s lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.19 and the payment giving rise
thereto shall thereafter be recov-



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ered, such purchase or purchases or adjustments shall be rescinded
to the extent of such recovery and the purchase price or prices or adjustments restored without
interest. Borrower expressly consents to the foregoing arrangements and agree that any Lender
holding a participation in a Loan or an LC Disbursement deemed to have been so purchased may
exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all
moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender were a direct
creditor directly to Borrower in the amount of such participation.




          SECTION 2.20. Assignment of Commitments Under Certain Circumstances. If (a) any
Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or Borrower
shall be required to make additional payments to any Lender under Section 2.16, or (b) any Lender
shall become a Defaulting Lender, then, with respect to each such Lender (a “Terminated
Lender”), Borrower shall have the right, but not the obligation, at its own expense, upon
notice from Borrower to such Terminated Lender and the Administrative Agent, to replace such
Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in
Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably
withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its
interests, rights and obligations under this Agreement to such assignee; provided,
however, that no Terminated Lender shall be obligated to make any such assignment unless
(i) such assignment shall not conflict with any law or any rule, regulation or order of any
Governmental Authority and (ii) such assignee or Borrower shall pay to the affected Terminated
Lender in immediately available funds on the date of such assignment the principal of and interest
accrued to the date of payment on the Loans made by such Terminated Lender and participations in LC
Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other
fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account
or owed to it hereunder (including, without limitation, any Commitment Fees).



          SECTION 2.21. Increase in Commitments. (a) So long as (x) no Default exists or would
exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving
Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making
of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of
proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma
basis on such date and for the most recent fiscal quarter for which financial statements have been
delivered in accordance with Section 5.01 after giving effect on a pro forma basis
to any related adjustment events, including any acquisitions or dispositions after the beginning of
the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental
Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent,
Borrower may from time to time request (i) additional term loans (the “Incremental Term
Loans” and the related commitments, the “Incremental Term Loan Commitments”) in an
aggregate principal amount not to exceed $400,000,000; provided that any such increase
shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess
thereof, and (ii) additional revolving loans (the “Incremental Revolving Loans” and the
related commitments, the “Incremental Revolving Loan Commitments”) in an aggregate
principal amount not to exceed $100,000,000; provided that any such increase shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided,
further, that any existing Lender approached to provide all or a portion of the Incremental Term
Loans and related commitments or Incremental Revolving Loans and related commitments may elect or
decline, in its sole discretion, to provide such loans and commitments. The Incremental Term Loans
(A) shall rank pari passu in right of payment and right of security in respect of
the Collateral with the Term B Loans and (B) other than amortization, pricing and maturity date,
shall have the same terms as Term B Loans existing immediately prior to the effectiveness of the
amendment creating such Incremental Term Loans; provided that (x) if the interest rate
spreads relating to such new Incremental Term Loans exceed the Applicable Rate at any pricing level
for the



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Term B Loans (including any upfront fees or original issue discount payable to the Lenders
providing such Incremental Term Loans), then the Applicable Rate for the Term B Loans shall be
adjusted to be equal to such interest rate spreads, (y) the Incremental Term Loans shall not have a
final maturity date earlier than the Term B Loan Maturity Date, and (z) the Incremental Term Loans
shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted
Average Life to Maturity of the Term B Loans. Any Term B Lender or additional bank or financial
institution electing to make available an Incremental Term Loan Commitment (an “Incremental
Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as
the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility
Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21
and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term
Lender and the Administrative Agent, and to any other documentation, in each case on terms and
documentation satisfactory to the Administrative Agent and the Lead Arranger. The Incremental
Revolving Loans (A) shall rank pari passu in right of payment and right of security
in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date,
shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of the
amendment creating such Incremental Revolving Loans; provided that (x) if the interest rate
spreads and unused commitment fees relating to such new Incremental Revolving Loans exceed the
Applicable Rate and unused commitment fees at any pricing level for the Revolving Loans (including
any upfront fees or original issue discount payable to the Lenders providing such Incremental
Revolving Loans), then the Applicable Rate and unused commitment fees for the Revolving Loans shall
be adjusted to be equal to such interest rate spreads, and (y) the Incremental Revolving Loans
shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans. Any Revolving Lender or additional bank or financial institution
electing to make available an Incremental Revolving Commitment (an “Incremental Revolving
Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the
case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement
giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other
Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the
Administrative Agent, and to any other documentation, in each case on terms and documentation
satisfactory to the Administrative Agent and the Lead Arranger. An Incremental Facility Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative
Agent, to effect the provisions of this Section 2.21.




     (b) If any Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are
made in accordance with this Section 2.21, the Administrative Agent and Borrower shall determine
the effective date (each, an “Incremental Facility Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify Borrower and the
Lenders of the final allocation of such increase and the Incremental Facility Effective Date. As a
condition precedent to such increase, Borrower shall deliver to the Administrative Agent a
certificate of Borrower dated as of the Incremental Facility Effective Date signed by a Financial
Officer of Borrower (i) certifying and attaching (A) the resolutions adopted by Borrower approving
or consenting to such increase and (B) a certificate demonstrating pro forma compliance with the
Financial Covenants as set forth in Section 2.21(a) and (ii) certifying that, before and after
giving effect to such increase, (A) the representations and warranties set forth in Article III and
the other Loan Documents shall be true and correct in all material respects on and as of the
Incremental Facility Effective Date (unless expressly stated to relate to an earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of
such earlier date), and (B) no Default shall have occurred and be continuing.



     (c) Borrower shall use the proceeds of any Incremental Term Loans and Incremental Revolving
Loans for general corporate purposes (including to finance Permitted Acquisitions).



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     (d) This Section 2.21 shall supersede any provisions in Section 9.08 to the contrary.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




          In order to induce the Lenders and the Administrative Agent to enter into this Agreement and
to extend credit hereunder and under the other Loan Documents on the Effective Date, the Loan
Parties, jointly and severally, make the representations and warranties set forth in this Article
III (after giving effect to the Transactions) and upon the occurrence of each Credit Event
thereafter:



          SECTION 3.01. Organization, etc. Each Loan Party (a) is a corporation or other form
of legal entity, and each of its Subsidiaries is a corporation, partnership or other form of legal
entity, validly organized and existing and in good standing under the laws of the jurisdiction of
its incorporation or organization, as the case may be, (b) has all requisite corporate or other
power and authority to carry on its business as now conducted, (c) is duly qualified to do business
and is in good standing as a foreign corporation or foreign partnership (or comparable foreign
qualification, if applicable, in the case of any other form of legal entity), as the case may be,
in each jurisdiction where the nature of its business requires such qualification, except where the
failure to so qualify will not have a Material Adverse Effect, and (d) has full power and authority
and holds all requisite material governmental licenses, permits and other approvals to enter into
and perform its obligations under this Agreement and each other Loan Document to which it is a
party and to own or hold under lease its Property and to conduct its business substantially as
currently conducted by it.



          SECTION 3.02. Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by each Loan Party of this Agreement and each other Transaction Document to which it is
a party, the borrowing of the Loans, the use of the proceeds thereof, the issuance of the Letters
of Credit hereunder and consummation of the Transactions are within each Loan Party’s corporate,
partnership or comparable powers, as the case may be, have been duly authorized by all necessary
corporate, partnership or comparable and, if required, stockholder action, as the case may be, and
do not




     (a) contravene the Organic Documents of any Loan Party or any of its respective
Subsidiaries;




     (b) contravene any law, statute, rule or regulation binding on or affecting any Loan
Party or any of its respective Subsidiaries that would have or could reasonably be expected
to have a Material Adverse Effect;




     (c) violate or result in a default or event of default or an acceleration of any rights
or benefits under any indenture, agreement or other instrument binding upon any Loan Party
or any of its respective Subsidiaries that would have or could reasonably be expected to
have a Material Adverse Effect; or




     (d) result in, or require the creation or imposition of, any Lien on any assets of any
Loan Party or any of its respective Subsidiaries that would have or could reasonably be
expected to have a Material Adverse Effect.



          SECTION 3.03. Government Approval, Regulation, etc. No consent, authorization or
approval or other action by, and no notice to or filing with, any Governmental Authority or
regulatory body or other Person is required for the due execution, delivery or performance by
Borrower or any other Loan Party of this Agreement or any other Loan Document, the borrowing of the
Loans, the use of the



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proceeds thereof and the issuance of Letters of Credit hereunder, nor for the
consummation of the Transactions, except (a) such as have in all material respects been obtained or
made (or waived) and are in full force and effect, (b) such where the failure to obtain or make
would not and could not reasonably be expected to have a Material Adverse Effect and (c) filings
necessary to perfect Liens under the Pledge Agreements. No Loan Party or any of its respective
Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940,
as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.




     SECTION 3.04. Validity, etc. This Agreement has been duly executed and delivered by
each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a
party will, on the due execution and delivery thereof and assuming the due execution and delivery
of this Agreement by each of the other parties hereto, constitute, the legal, valid and binding
obligation of such Loan Party enforceable in accordance with its respective terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights
generally and to general principles of equity.



     SECTION 3.05. Representations and Warranties in the Merger Agreement. Each of the
representations and warranties set forth in the Merger Agreement is true and correct as of the date
or dates made or deemed to be made pursuant to the terms thereof.



     SECTION 3.06. Financial Information. (a) The consolidated balance sheets of
LifePoint and its Subsidiaries as of December 31, 2003 and 2004 and the related statements of
income, retained earnings and cash flows of LifePoint and its Subsidiaries for the fiscal years
then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have
been furnished to the Administrative Agent and each Lender, have been prepared in accordance with
GAAP consistently applied, and present fairly in all material respects the consolidated financial
condition of LifePoint and its Subsidiaries as of the dates thereof and the results of their
operations and cash flows for the periods then ended.



     (b) The consolidated balance sheets of Province and its Subsidiaries as of December 31, 2003
and 2004 and the related statements of income, retained earnings and cash flows of Province and its
Subsidiaries for the fiscal years then ended, reported on by Ernst & Young LLP, independent public
accountants, copies of which have been furnished to the Administrative Agent and each Lender, have
been prepared in accordance with GAAP consistently applied, and present fairly in all material
respects the consolidated financial condition of Province and its Subsidiaries as of the dates
thereof and the results of their operations and cash flows for the periods then ended.



     (c) Except as provided for or disclosed in the financial statements described in paragraphs
(a) and (b) and the Indebtedness incurred under this Agreement, and as of the Effective Date
neither Borrower nor any of its Subsidiaries has any third party Indebtedness, contingent
liabilities, long-term commitments or unrealized losses (excluding, in each case, current
obligations or losses incurred in the ordinary course of business) which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.



     SECTION 3.07. No Material Adverse Effect. Since December 31, 2004, no event or
circumstance has occurred that has had, or could reasonably be expected to have, a Material Adverse
Effect.



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     SECTION 3.08. Litigation. There is no pending or, to the knowledge of the Loan
Parties, threatened litigation, action or proceeding (including, without limitation, any existing
or new litigation relating to the Transactions) affecting Borrower or any of its Subsidiaries, or
any of their respective businesses, assets, results of operations or financial condition, or the
ability of the parties to consummate the transactions contemplated hereby, which, in the case of
Borrower and its Subsidiaries, would have a Material Adverse Effect or which purports to affect the
legality, validity or enforceability of this Agreement or any other Loan Document or the
transactions contemplated hereby or thereby.



     SECTION 3.09. Compliance with Laws and Agreements. None of the Loan Parties has violated, is in violation of or has been given written notice
of any violation of any laws (other than Environmental Laws, which are the subject of Section
3.14), regulations and orders of any Governmental Authority applicable to it or its property
(including any laws relating to terrorism, money laundering or embargoed persons, including
Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Public Law 107-56)) or any indentures, agreements and other instruments binding upon
it or its property, except for any violations which do not have a Material Adverse Effect. No
Default has occurred and is continuing.



     SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth the name of, and the
direct or indirect ownership interest of Borrower in, each Subsidiary or other investment of
Borrower and identifies each Subsidiary that is a Loan Party, in each case as of the Effective
Date.



     SECTION 3.11. Ownership of Properties. (a) Each of Borrower and its Subsidiaries has
good and marketable title to (or other similar title in jurisdictions outside the United States of
America), or valid leasehold interests in, or easements or other limited property interests in, or
is licensed to use, all its material properties and assets, except for minor defects in title that
do not interfere with its ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes and except where the failure to have such title
in the aggregate could not reasonably be expected to have a Material Adverse Effect. All of
Borrower’s and its Subsidiaries’ interests in such material properties and assets are free and
clear of Liens, other than Permitted Liens.



     (b) Each of Borrower and its Subsidiaries has complied with all obligations under all leases
to which it is a party, except where the failure to comply would not have a Material Adverse
Effect, and all such leases are in full force and effect, except leases in respect of which the
failure to be in full force and effect could not reasonably be expected to have a Material Adverse
Effect. Each of Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all
such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed
possession could not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.



     (c) Each of Borrower and its Subsidiaries owns, possesses, is licensed or otherwise has the
right to use, or could obtain ownership or possession of, on terms not materially adverse to it,
all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect
thereto necessary for the present conduct of its business, without any known conflict with the
rights of others, except where such conflicts could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     SECTION 3.12. Taxes. Each of Borrower and its Subsidiaries has timely filed all
federal, foreign and all other material income tax returns and reports required by law to have been
filed by it and has timely paid all material taxes and governmental charges due whether or not
shown on any return, except any such taxes or charges which are being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set aside on its books to
the extent required by and in accordance with GAAP. Each of Borrower and its Subsidiaries has made
adequate provision for all taxes not yet due and payable to the extent required by and in
accor-



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dance with GAAP. Each of Borrower and its Subsidiaries is unaware of any proposed or pending tax assessments, deficiencies or audits that could be
reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.
Neither Borrower nor any of its Subsidiaries has ever been a party to any understanding or
arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the
Code or within the meaning of Section 6111(c) or Section 6111(d) of the Code as in effect
immediately prior to the enactment of the American Jobs Creation of 2004, or has ever
“participated” in a “reportable transaction” within the meaning of Treasury Regulation Section
1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result
in a Material Adverse Effect.




          SECTION 3.13. Pension and Welfare Plans. No ERISA Event has occurred or is reasonably
expected to occur which could reasonably be expected to have a Material Adverse Effect. Borrower
and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the
presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan
except for failures to so comply which could not reasonably be expected to have a Material Adverse
Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans
(based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts, exceed the
fair market value of the assets of all such underfunded Pension Plans by an amount that could
reasonably be expected to have a Material Adverse Effect.



          SECTION 3.14. Environmental Warranties. (a) Except as set forth on Schedule
3.14(a), all facilities and Property owned, leased or operated by Borrower or any of its
Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Laws,
except for such noncompliance that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.



          (b) Except as set forth on Schedule 3.14(b), there are no pending or threatened (in
writing):




     (i) Environmental Claims received by Borrower or any of its Subsidiaries, or




     (ii) claims, complaints, notices or inquiries received by Borrower or any of its
Subsidiaries regarding Environmental Liability,



in each case which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.




          (c) Except as set forth on Schedule 3.14(c), there have been no Releases of Hazardous
Materials at, on, under or from any property now or, to any Loan Party’s knowledge, previously
owned, leased or operated by Borrower or any of its Subsidiaries that, individually or in the
aggregate, have had or could reasonably be expected to have a Material Adverse Effect.



          (d) Borrower and its Subsidiaries have been issued and are in compliance with all
Environmental Permits necessary for their operations, facilities and businesses and each is in full
force and effect, except for such Environmental Permits which, if not so obtained or as to which
Borrower and its Subsidiaries are not in compliance, or are not in effect, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.



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          (e) No property now or, to any Loan Party’s knowledge, previously owned, leased or operated by
Borrower or any of its Subsidiaries is listed or proposed (with respect to owned property only) for
listing on the CERCLIS, on the National Priorities List pursuant to CERCLA, or on any similar state
list of sites requiring investigation or clean-up.



          (f) There are no underground storage tanks, active or abandoned, including petroleum storage
tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party’s
knowledge, previously owned, leased or operated by Borrower or any of its Subsidiaries from which
there has been a Release of any Hazardous Material or which has not been maintained in compliance
with applicable Environmental Law, in either case which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.



          (g) Neither Borrower nor any of its Subsidiaries has arranged for disposal or treatment, or
arranged for transport for disposal or treatment, of any Hazardous Material to any location which
is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the
CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement
actions or other investigations which would reasonably be expected to lead to any Environmental
Claim against Borrower or such Subsidiary, which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.



          (h) No Liens have been recorded pursuant to any Environmental Law with respect to any property
or other assets currently owned or leased by Borrower or its Subsidiaries.



          (i) Neither Borrower nor any of its Subsidiaries is currently conducting any Remedial Action
pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective
Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental
Law, the cost of which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.



          SECTION 3.15. Regulations U and X. The Loans, the use of the proceeds thereof, this
Agreement and the transactions contemplated hereby will not result in a violation of or be
inconsistent with any provision of Regulation U or Regulation X.



          SECTION 3.16. Disclosure; Accuracy of Information. (a) Neither this Agreement nor any
other document, certificate or statement in writing furnished to the Administrative Agent or any
Lender by or on behalf of any Loan Party in connection herewith (including, without limitation, the
Information Memorandum) as of the date thereof and taken as a whole contains any untrue statement
of a material fact or omits to state any material fact necessary in order to make the statements
contained herein and therein not materially misleading, in light of the circumstances under which
they were made; provided that to the extent this or any such document, certificate or
statement (including, without limitation, the Information Memorandum) was based upon or constitutes
a forecast, projection, other forward-looking information or pro formas, the Loan Parties represent
only that they acted in good faith and utilized reasonable assumptions and due care in the
preparation of such document, certificate or statement (it being understood that such projections
included an assumption of the issuance of $200,000,000 of notes as part of the Transactions in lieu
of a portion of the Term B Loans).



          (b) It is understood and agreed by the Agents and the Lenders that the foregoing documents,
certificates, to the extent based upon or constituting forecasts, projections, estimates, other
forward looking information, pro formas, or otherwise relating to future or hypothetical events,
are not to be viewed as fact, that no assurance is given that the results forecasted in such
documents, certificates and statements will be achieved and that actual results during the period
or periods covered by such docu-



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ments, certificates and statements are subject to significant
uncertainties and contingencies (many of which are out of the control of Borrower) and may differ
from the projected results set forth therein and that the difference may be material.




          SECTION 3.17. Insurance. Set forth on Schedule 3.17 is a summary of all
policies of insurance and/or programs of self-insurance maintained by Borrower and each of its
Subsidiaries as of the Effective Date with respect to its properties material to the business of
Borrower and its Subsidiaries. Such policies of insurance and/or programs of self-insurance
satisfy the requirements of Section 5.04.



          SECTION 3.18. Labor Matters. Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (for purposes of this representation being
made on the Effective Date only, with references to the Loan Parties in such definition being
deemed to be references to Borrower and its Subsidiaries taken as a whole), (a) there are no
strikes, lockouts or slowdowns against Borrower or any Subsidiary pending or, to the knowledge of
any Loan Party, threatened; (b) the hours worked by and payments made to employees of Borrower and
its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters; and (c) all payments due from
Borrower or any Subsidiary, or for which any claim may be made against Borrower or any Subsidiary,
on account of wages and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of Borrower or such Subsidiary.



          SECTION 3.19. Solvency. Immediately following the making of each Loan and after
giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of
Borrower and its consolidated Subsidiaries, taken as a whole, at a fair valuation, will exceed its
debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value
of the property of Borrower and its consolidated Subsidiaries, taken as a whole, will be greater
than the amount that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured; (c) Borrower and its consolidated Subsidiaries, taken as a whole, will be
able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) Borrower and its consolidated Subsidiaries, taken
as a whole, will not have unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be conducted.



          SECTION 3.20. Securities. Subject to payment of the consideration provided in the
Merger Documents in connection with the Mergers and any Restricted Payment referred to in Section
6.07(vi), (a) upon the issuance thereof, the Equity Interests of Borrower’s Subsidiaries will have
been duly authorized, issued and delivered and will be fully paid, nonassessable and free of
preemptive rights that have not been waived, (b) the Equity Interests of each Subsidiary held,
directly or indirectly, by Borrower, are owned, directly or indirectly, by Borrower free and clear of all Liens (other than Liens permitted under clauses (i),
(iv) or (x) of Section 6.02) and (c) there are not, as of the Effective Date, any existing options,
warrants, calls, subscriptions, convertible or exchangeable securities, rights, agreements,
commitments or arrangements for any Person to acquire any Equity Interests of Borrower’s
Subsidiaries or any other securities convertible into, exchangeable for or evidencing the right to
subscribe for any such Equity Interests, except as disclosed in the financial statements delivered
pursuant to Sections 5.01(a) and (b) or in the Merger Documents.



          SECTION 3.21. Indebtedness To Remain Outstanding. (a) Set forth on Schedule
3.21(a) hereto is a list and description of all Indebtedness of the Loan Parties and their
Subsidiaries (other than the Loans and Indebtedness permitted pursuant to clauses (vi), (viii),
(ix), (x) and (xi) of Sec-



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tion 6.01) that will be outstanding immediately after the Effective Date
(collectively, the “Indebtedness to Remain Outstanding”).




     (b) Set forth on Schedule 3.21(b) hereto is a list and description of all Indebtedness
of the Loan Parties and their Subsidiaries that will be repaid, defeased, transferred or otherwise
terminated on or prior to the Effective Date (collectively, the “Indebtedness to Be
Repaid”).



     (c) Set forth on Schedule 3.21(c) hereto is a list and description of all Liens of the
Loan Parties and their Subsidiaries that will be repaid, defeased, transferred or otherwise
terminated on or prior to the Effective Date.



     (d) Set forth on Schedule 3.21(d) hereto is a list and description of all Liens of the
Loan Parties and their Subsidiaries (other than the Loans), to the extent such Liens are evidenced
by a UCC, financing statement that will be outstanding immediately after the Effective Date.



     SECTION 3.22. Pledge Agreements. The Pledge Agreement is effective to create in favor
of the Collateral Agent for its benefit and the benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when
stock certificates representing Collateral are delivered to the Collateral Agent, the Pledge
Agreement shall constitute a fully perfected security interest in, all right, title and interest of
the pledgor in such Collateral.



     SECTION 3.23. Licenses; Accreditations. As of the Effective Date, all the Hospitals
are listed on Schedule 3.23. Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, each Loan Party and each of its
Subsidiaries has all necessary licenses, permits, franchises, certificates of need, rights to
participate in, or the benefit of valid agreements to participate in Medicare, Medicaid and other
material Third-Party Payor Programs and other rights necessary for the conduct of its business and
for the intended use of its properties and assets to the extent necessary to ensure no material
interruption in cash flow. No less than 75% of the Hospitals are accredited by JCAHO. Each
Hospital is licensed as an acute care hospital by such other Accreditation Bodies having
jurisdiction over it. Except as in the aggregate could not reasonably be expected to affect 25% or
more of all Hospitals and could not reasonably be expected to result in a Material Adverse Effect,
there are no deficiencies in any services provided at any Hospital that would prevent the extension
of any accreditation by JCAHO or other applicable Accreditation Body as an acute care hospital.
With respect to such Hospitals eligible for accreditation by JCAHO, the Loan Parties are taking all
reasonable steps necessary or advisable to obtain such accreditation promptly and, in any event, within twelve months after the loss or failure to obtain such
accreditation. Except as in the aggregate could not be reasonably expected to have a Material
Adverse Effect: (a) there are no rate appeals currently pending before any Governmental Authority
with respect to any Hospital; (b) there are no recoupment claims made or contests pending or
threatened as a result of any audits by any Third-Party Payor Programs and no open or unsettled
cost reports for which any Loan Party is financially responsible or has not been indemnified with
respect to any Hospital; and (c) there are no material claims or assertions made in any utilization
review that any of the practices or procedures used at any Hospital are improper or inappropriate.



ARTICLE IV




CONDITIONS




          SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans, and the
obligation of each Issuing Bank to issue Letters of Credit, in each case, on the Effective Date are
subject, at the time of the making of such Loans or the issuance of such Letters of Credit, to
satisfaction of the following conditions on or prior to the Effective Date:



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     (a) The Administrative Agent shall have received from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of an
executed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.




     (b) The Administrative Agent shall have received (i) counterparts of the Guarantee
Agreement signed on behalf of each Subsidiary party thereto and (ii) counterparts of the
Indemnity, Subrogation and Contribution Agreement signed on behalf of each Loan Party.




     (c) The Administrative Agent shall have received from Borrower a Closing Certificate,
dated the Effective Date and signed on behalf of Borrower by a Financial Officer of
Borrower.




     (d) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of each Loan Party, the authorization of the Transactions and
any other legal matters relating to the Loan Parties, the Transaction Documents or the
Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.




     (e) The Administrative Agent shall have received (i) from Dewey Ballantine LLP, counsel
to LifePoint, an opinion addressed to each Agent and the Lenders and dated the Effective
Date substantially in the form of Exhibit J and (ii) from local counsel to the Loan
Parties in each of the jurisdictions specified on Schedule 4.01(e), an opinion
addressed to each Agent and the Lenders and dated the Effective Date in form and substance
reasonably satisfactory to the Administrative Agent.




     (f) All documents executed or submitted in connection with this Agreement, the
borrowings hereunder and the other Loan Documents shall be reasonably satisfactory to the
Lenders.




     (g) All corporate and legal proceedings and all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other Loan Documents
to occur on or prior to the Effective Date shall be in form and substance reasonably
satisfactory to the Administrative Agent, and the Administrative Agent shall have received
all information and copies of all documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and bring down telegrams or
facsimiles, if any, which the Administrative Agent reasonably may have requested in
connection therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.




     (h) The representations and warranties set forth in Article III and in the other Loan
Documents that are made as of the Effective Date shall be true and correct with the same
effect as if then made.




     (i) At the time of and immediately after the Borrowings and issuances of Letters of
Credit to be made on the Effective Date and the consummation of the Transactions, no Default
shall have occurred and be continuing.




     (j) The Administrative Agent shall have received a certificate of the chief Financial
Officer of Borrower substantially in the form of Exhibit K confirming the solvency
of Borrower and its Subsidiaries on a consolidated basis after giving effect to the
Transactions.



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     (k) The Merger Transactions shall have been consummated or shall be consummated
simultaneously with the Borrowings under this Agreement on the Effective Date in accordance
with the Merger Documents (without amendment, modification or waiver thereof which is
adverse in any material respect to the Lenders (as reasonably determined by the Lead
Arranger) without the prior consent of the Lead Arranger.




     (l) Province and/or Borrower shall have commenced the Province Notes Offers and (A) all
outstanding Province 2008 Notes validly tendered pursuant to the Province 2008 Notes Offer
shall have been accepted for payment and (B) either (x) not less than 50.1% of the
outstanding Province 2013 Notes shall have been validly tendered pursuant to the Province
2013 Notes Offer and Province shall have accepted for payment all Province 2013 Notes
validly tendered pursuant thereto and a supplemental indenture in form and substance
reasonably satisfactory to the Lead Arranger reflecting the consent solicitation shall have
been executed and delivered by the applicable trustee and Province or (y) simultaneously
with the initial borrowing, sufficient funds shall have been deposited with the trustee
under the indenture governing the Province 2013 Notes to satisfy the “covenant defeasance”
provisions of such indenture as of the time of such deposit. Sufficient funds shall have
been deposited with the trustee under the indenture governing the Province 2005 Notes to
effect a redemption thereof in accordance with its terms not later than 45 days following
the Effective Date and an irrevocable notice of redemption for a redemption date not later
than 45 days following the Effective Date shall have been given to the trustee thereunder
and the holders of the Province 2005 Notes. The Administrative Agent shall have received
satisfactory evidence that all loans outstanding under, and all other amounts due in respect
of, the Indebtedness to Be Repaid shall have been repaid in full (or satisfactory
arrangements made for such repayment) and the commitments thereunder shall have been
permanently terminated, and all related guarantees and security interests shall have been
terminated (or provisions reasonably satisfactory to the Administrative Agent shall have
been made for their termination).




     (m) Immediately after giving effect to the Transactions, neither Borrower nor any of
its Subsidiaries shall have outstanding any Indebtedness other than (i) the Loans and other
extensions of credit under this Agreement, (ii) Indebtedness permitted pursuant to clauses
(v), (vii), (viii), (ix) and (x) of Section 6.01(a) and (iii) the Indebtedness to Remain
Outstanding.




     (n) All requisite material governmental authorities and third parties shall have
approved or consented to the Transactions to the extent required, all applicable appeal
periods shall have expired and there shall be no judicial or regulatory action by a
governmental agency, actual or threatened, that could reasonably be expected to restrain,
prevent or impose materially burdensome conditions on the Transactions or the other
transactions contemplated hereby.




     (o) There shall be no litigation, administrative or regulatory proceeding that could
reasonably be expected to have a Material Adverse Effect or on the ability of the parties to
consummate the Mergers or the other transactions contemplated hereby. The amount and nature
of any regulatory-based, environmental, employee, health and safety liabilities to which
Borrower and its Subsidiaries may be subject after giving effect to the Transactions (other
than those liabilities of general applicability to persons in the business in which Borrower
is engaged) shall not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




     (p) The Administrative Agent shall have received all Fees payable to the Administrative
Agent or any Lender on or prior to the Effective Date under the Fee Letter and all other
amounts due and payable pursuant to the Loan Documents on or prior to the Effective Date,
in-



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cluding reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp and
domestic and foreign local counsel) required to be reimbursed or paid by Borrower hereunder
or under any other Loan Document.




     (q) The Administrative Agent shall have received counterparts of the Pledge Agreement
signed by each Loan Party, in each case, together with the following in form and substance
satisfactory to the Administrative Agent:




     (A) certificates representing all Pledged Securities, together with executed
and undated stock powers and/or assignments in blank;




     (B) instruments representing all intercompany Indebtedness owed to any Loan
Party in excess of $1,000,000, together with executed and undated instruments of
assignment endorsed in blank;




     (C) appropriate financing statements or comparable documents authorized by (and
executed by, to the extent applicable) the appropriate entities in proper form for
filing under the provisions of the UCC and applicable domestic or local laws, rules
or regulations in each of the offices where such filing is necessary or appropriate,
in the Collateral Agent’s sole discretion, to grant to the Collateral Agent a
perfected first priority Lien on such Collateral;




     (D) UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports
listing all effective financing statements or comparable documents which name any
Loan Party as debtor and which are filed in those jurisdictions in which, any Loan
Party is organized and the jurisdictions in which any applicable Loan Party’s
principal place of business is located in the United States, together with copies of
such existing financing statements, none of which shall encumber the Collateral and which shall
evidence no Liens other than Permitted Liens; and




     (E) evidence that all other actions reasonably necessary or, in the opinion of
the Collateral Agent, desirable to perfect the security interest created by the
Pledge Agreements have been taken.




     (r) The Administrative Agent shall have received subordination agreements in form and
substance satisfactory to it covering all intercompany notes not subordinated by their terms
in form and substance satisfactory to the Administrative Agent or other obligations owed by
a Loan Party to any Non-Loan Party.




     (s) The Administrative Agent shall have received evidence and be satisfied that the
insurance required by Section 5.04 and the Pledge Agreements is in effect in form and
substance satisfactory to the Administrative Agent.



          SECTION 4.02. Conditions to Each Credit Event. The agreement of each Lender to make
any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (each such
event, a “Credit Event”) (excluding continuations and conversions of Loans) requested to be
made by it on any date is subject to the satisfaction of the following conditions:




     (a) The Administrative Agent shall have received a notice of such Credit Event as
required by Section 2.02 or 2.03, as applicable.



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     (b) The representations and warranties set forth in Article III and the other Loan
Documents shall be true and correct with the same effect as if then made (unless expressly
stated to relate to an earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date).




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



Each Credit Event shall be deemed to constitute a representation and warranty by Borrower on the
date of such Credit Event, as to the matters specified in paragraphs (b) and (c) of this Section
4.02.




ARTICLE V




AFFIRMATIVE COVENANTS




          Each Loan Party hereby covenants and agrees with the Lenders that on and after the Effective
Date and until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees and other amounts payable hereunder or under any other Loan Document have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed:



          SECTION 5.01. Financial Information, Reports, Notices, etc. Borrower shall furnish, or shall cause to be furnished, to each Lender and the Administrative
Agent copies of the following financial statements, reports, notices and information:




     (a) within the earlier of (i) five Business Days following the date such information is
required to be filed with the SEC and (ii) 45 days after the end of each of the first three
Fiscal Quarters of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower
and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of
earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the
same period in the prior Fiscal Year and for the period commencing at the end of the prior
Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer
of Borrower (it being understood and agreed that the delivery of Borrower’s Form 10-Q for
such Fiscal Quarter as filed with the SEC, if certified as required in this clause (a),
shall satisfy such requirements), together with a certificate from a Financial Officer of
Borrower substantially in the form of Exhibit D (a “Compliance Certificate”)
containing a computation in reasonable detail of, and showing compliance with, each of the
financial ratios and restrictions contained in Sections 6.12 and 6.13 and to the effect
that, in making the examination necessary for the signing of such certificate or otherwise,
such Financial Officer has not become aware of any Default that has occurred and is
continuing, or, if such Financial Officer has become aware of such Default, describing in
reasonable detail such Default and the steps, if any, being taken to cure it;




     (b) within the earlier of (i) five Business Days following the date such information is
required to be filed with the SEC and (ii) 90 days after the end of each Fiscal Year of
Borrower, a copy of the annual audit report for such Fiscal Year for Borrower and its
Subsidiaries, including therein a consolidated balance sheet of Borrower and its
Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and
cash flow of Borrower and its Subsidiaries for such Fiscal Year, in each case certified
(without any Impermissible Qualification) in a manner acceptable to the Administrative Agent
by one of the “big four” independent accounting firms or any other independent public
accountants reasonably acceptable to the Administrative Agent (it being understood and
agreed that the delivery of Borrower’s Form 10-K for such Fiscal Year as



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filed with the SEC,
if certified as required in this clause (b), shall satisfy such requirements), together with
a Compliance Certificate containing a computation in reasonable detail of, and showing
compliance with, each of the financial ratios and restrictions contained in the Financial
Covenants and to the effect that, in making the examination necessary for the signing of
such certificate or otherwise, such Financial Officer has not become aware of any Default
that has occurred and is continuing, or, if such Financial Officer has become aware of such
Default, describing in reasonable detail such Default and the steps, if any, being taken to
cure it;




     (c) no later than January 31 of each Fiscal Year, a detailed consolidated budget for
Borrower and its Subsidiaries by Fiscal Quarter for such Fiscal Year (including a projected
consolidated balance sheet and related statements of projected operations and cash flow as
of the end of and for each Fiscal Quarter during such Fiscal Year) and, promptly when
available, any significant revisions of such budget;




     (d) promptly upon receipt thereof, a copy of any “management letter” submitted to
Borrower by its independent certified public accountants;




     (e) as promptly as possible and in any event within three Business Days after becoming
aware of the occurrence of any Default, a statement of a Financial Officer of Borrower
describing in reasonable detail such Default and the action which Borrower has taken and
proposes to take with respect thereto;




     (f) promptly and in any event within five Business Days after (i) becoming aware of any
adverse development with respect to any litigation, action or proceeding that could,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect
or (ii) the commencement of any litigation, action or proceeding that could, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect or that purports
to affect the legality, validity or enforceability of this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby, notice thereof and copies of
all documentation relating thereto;




     (g) promptly after the sending or filing thereof, copies of all reports which Borrower
sends to any of its security holders, and all reports, registration statements (other than
on Form S-8 or any successor form) or other materials (including affidavits with respect to
reports) which Borrower or any of its Subsidiaries or any of their officers files with the
SEC or any securities exchange or quotation system;




     (h) promptly, after becoming aware of any ERISA Event that could, alone or together
with any other ERISA Events that have occurred, reasonably be expected to have a Material
Adverse Effect, a written notice specifying the nature thereof, what action the Loan Party
or other ERISA Affiliate have taken, are taking or propose to take with respect thereto,
and, when known, any action taken or threatened by the Internal Revenue Service, Department
of Labor, PBGC or Multiemployer Plan sponsor with respect thereto;




     (i) promptly after becoming aware thereof, notice of any other development that could,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
and




     (j) such other information respecting the condition or operations, financial or
otherwise, of Borrower or any of its Subsidiaries as any Lender through the Administrative
Agent may from time to time reasonably request.




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          SECTION 5.02. Compliance with Laws, etc. Each Loan Party shall, and shall cause each
of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations and
orders, except where such noncompliance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, such compliance to include, subject to the foregoing
(without limitation):




     (a) the maintenance and preservation of such Loan Party’s and its Subsidiaries’
existence and their qualification as a foreign corporation or partnership (or comparable
foreign qualification, if applicable, in the case of any other form of legal entity), and




     (b) the payment, before the same become delinquent, of all material taxes, assessments
and governmental charges imposed upon them or upon their property except as permitted under
Section 5.14.



          SECTION 5.03. Maintenance of Properties. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain, preserve,
protect and keep its material properties and assets in good repair, working order and condition,
ordinary wear and tear excepted, and make necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly conducted at all times;
provided that nothing in this Section 5.03 shall prevent any Loan Party from discontinuing
the operation and maintenance of any of its properties or any of those of its Subsidiaries if such
discontinuance is, in the good faith and reasonable commercial judgment of such Loan Party,
desirable in the conduct of its or their business and does not in the aggregate have a Material
Adverse Effect.



          SECTION 5.04. Insurance. Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain or cause to be maintained insurance or self-insurance, which shall
include coverage provided by a financially sound and responsible insurance company or an Insurance
Subsidiary with respect to their properties material to the business of the Loan Parties and their
Subsidiaries against such casualties and contingencies and of such types and in such amounts with
such deductibles (which may include self-insurance trusts) as is customary in the case of similar
businesses of comparable size operating in the same or similar locations (including, without
limitation, (i) physical hazard insurance on an “all risk” basis, (ii) commercial general liability
against claims for bodily injury, death or property damage covering any and all claims, medical
professional liability, contractual liability and druggists’ liability, (iii) business
interruption insurance and (iv) workers’ compensation insurance as may be required by any
Requirement of Law), and shall, upon request of the Administrative Agent, furnish to each Lender at
reasonable intervals a certificate of an Authorized Officer of Borrower setting forth the nature
and extent of all insurance or self-insurance maintained by the Loan Parties and their Subsidiaries
in accordance with this Section 5.04.



          SECTION 5.05. Books and Records; Visitation Rights. Each Loan Party shall, and shall
cause each of its Subsidiaries to, keep books and records which accurately reflect its business
affairs in all material respects and material transactions and permit the Administrative Agent or
its representatives, at reasonable times and intervals, to visit all of its offices, to discuss its
financial matters with its officers and, in the presence of an Authorized Officer (or his or her
designee) independent public accountant, and, upon the reasonable request of the Administrative
Agent or a Lender, to examine (and, at the expense of Borrower, photocopy extracts from) any of its
books or other corporate or partnership records (in each case excluding patient medical records and
other material to the extent confidential under applicable laws).



     SECTION 5.06. Environmental Covenant. Each Loan Party shall, and shall cause each of
its Subsidiaries to:



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     (a) use and operate all of its facilities and properties in compliance with all
Environmental Laws except for such noncompliance which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect, keep all Environmental
Permits in effect and remain in compliance therewith and handle all Hazardous Materials in
compliance with all applicable Environmental Laws, except for any noncompliance that would
not reasonably be expected to have a Material Adverse Effect;




     (b) promptly notify the Administrative Agent and provide copies of all written
inquiries, claims, complaints or notices from any Person relating to the environmental
condition of its facilities and properties or compliance with or liability under any
Environmental Law which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect,
and promptly cure and have dismissed with prejudice or contest in good faith any
actions and proceedings relating thereto;




     (c) in the event of the presence of any Hazardous Material on, at, under or emanating
from any Property owned, leased or operated by any Loan Party which is in violation of any
Environmental Law or which could reasonably be expected to have Environmental Liability
which violation or Environmental Liability, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, each applicable Loan Party and its
Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and
expeditiously complete all response, corrective and other action to mitigate and eliminate
any such adverse effect in accordance with and to the extent required by applicable
Environmental Laws, and shall keep the Administrative Agent informed of their actions; and




     (d) provide such information and certifications that the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section 5.06.



          SECTION 5.07. Information Regarding Collateral. (a) Each Loan Party shall furnish to
the Administrative Agent prompt written notice of any change (i) in such Loan Party’s corporate
name, (ii) in any Loan Party’s identity or corporate structure or Federal Taxpayer Identification
Number or (iii) in any Loan Party’s jurisdiction of organization. Each Loan Party agrees not to
effect or permit any change referred to in the preceding sentence unless (i) it shall have given
the Administrative Agent thirty (30) days’ prior written notice and (ii) all filings shall have
been made under the UCC or otherwise that are required in order for the Collateral Agent to
continue at all times following such change to have a valid, legal and perfected security interest
in all the Collateral.



          (a) Each year, at the time of delivery of annual financial statements with respect to the
preceding Fiscal Year pursuant to paragraph (b) of Section 5.01, Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer confirming that there has been no change
in the Collateral since the Effective Date or the date of the most recent certificate delivered
pursuant to this Section 5.07 (except as shall have previously been disclosed to the Administrative
Agent in accordance herewith) and (ii) certifying that all UCC financing statements or other
appropriate filings, recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office to the extent necessary to protect and perfect
the security interests under the Pledge Agreements for a period of not less than 18 months after
the date of such certificate (except as noted therein with respect to any continuation statements
to be filed within such period).



          SECTION 5.08. Existence; Conduct of Business. Each Loan Party shall, and shall cause
each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges,
franchises, patents,



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copyrights, trademarks and trade names material to the conduct of the business
of Borrower and its Subsidiaries, taken as a whole; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.




          SECTION 5.09. Performance of Obligations. Each Loan Party shall, and shall cause its Subsidiaries to, perform all of its obligations
under the terms of each mortgage, indenture, security agreement, other debt instrument and material
contract by which it is bound or to which it is a party except for such noncompliance as,
individually or in the aggregate, would not have a Material Adverse Effect.



          SECTION 5.10. Casualty and Condemnation. Borrower (a) shall furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage
to any property in an amount in excess of $10,000,000 or the commencement of any action or
proceeding for the Taking of any Collateral or any part thereof or interest therein, in each case
in excess of $10,000,000, under power of eminent domain or by condemnation or similar proceeding
and (b) shall ensure that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in accordance with the
applicable provisions of this Agreement and the Pledge Agreements.



          SECTION 5.11. Pledge of Additional Collateral. Within 30 days after the acquisition
of assets of the type that would have constituted Collateral on the Effective Date pursuant to the
Pledge Agreements (the “Additional Collateral”), each appropriate Loan Party shall, and
shall cause its Subsidiaries to, take all necessary action (if any), including the filing of
appropriate financing statements under the provisions of the UCC, applicable domestic or local
laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or
entering into or amending the Guarantee Agreement and the Pledge Agreement, or in the case of the
Equity Interests of a “first tier” Non-U.S. Subsidiary (other than any Insurance Subsidiary),
entering into a Pledge Agreement providing for the relevant Loan Party to have an enforceable and
perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the
Collateral Agent for its benefit and the benefit of the Secured Parties a perfected first priority
Lien in such Collateral pursuant to and to the full extent required by the Pledge Agreement and
this Agreement (including, without limitation, satisfaction of the conditions set forth in
paragraphs (q) and (r) of Section 4.01 and, upon the reasonable request of the Collateral Agent, an
opinion of counsel with respect thereto as set forth in paragraph (e)(ii) of Section 4.02).



          SECTION 5.12. Further Assurances. Each Loan Party shall, and shall cause its
Subsidiaries to, execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and recording of financing
statements and other documents and the delivery of appropriate opinions of counsel), which may be
required under any applicable law, or which the Administrative Agent or the Requisite Lenders may
reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect the Liens created by the Pledge Agreements or the validity or priority
of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide
to the Administrative Agent, from time to time upon request (but, except during the continuance of
an Event of Default, not more than once a year), evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or intended to be
created by the Pledge Agreements.



          SECTION 5.13. Use of Proceeds. Borrower covenants and agrees that (i) the proceeds of
the Term B Borrowings and Revolving Credit Borrowings made on the Effective Date shall be used by
Borrower to finance the Merger Transactions and to pay all fees and expenses payable hereunder and
under the other Loan Documents,
(ii) the proceeds of all Revolving Credit Borrowings made after the Effec-



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tive Date shall be
used for general corporate purposes (including financing Permitted Acquisition) and (iii) the
proceeds of the Term B Borrowings on a Delayed Draw Closing Date shall be used to fund purchases of
Province 2008 Notes and to pay premium and accrued and unpaid interest thereon.




          SECTION 5.14. Payment of Taxes. Each Loan Party shall, and shall cause its
Subsidiaries to, timely pay and discharge all material taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any Properties belonging to it,
prior to the date on which material penalties attach thereto, and all lawful claims which, if
unpaid, might become a Lien or charge upon any Properties of such Loan Party or Subsidiary or cause
a failure or forfeiture of title thereto; provided that neither such Loan Party nor any of
its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is
being contested in good faith and by proper proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the Property or asset that may become subject to such Lien, if
it has maintained adequate reserves with respect thereto in accordance with and to the extent
required under GAAP. Each Loan Party shall, and shall cause its Subsidiaries to, timely file all
material tax returns required to be filed by it.



          SECTION 5.15. Equal Security for Loans and Notes. If any Loan Party shall create or
assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other
than Permitted Liens, it shall make or cause to be made effective provisions whereby the
Obligations will be secured by such Lien equally and ratably with any and all other assets or
Property thereby secured as long as any such assets or Property shall be secured; provided
that this covenant shall not be construed as consent by the Administrative Agent and the Requisite
Lenders to any violation by any Loan Party of the provisions of Section 6.02.



          SECTION 5.16. Guarantees. In the event that any Domestic Subsidiary existing on the
Effective Date has not previously executed the Guarantee Agreement or in the event that any Person
becomes a direct or indirect Domestic Subsidiary (whether or not wholly-owned) after the Effective
Date, Borrower shall cause such Subsidiary to execute and deliver to the Administrative Agent a
counterpart of the Guarantee Agreement and deliver to the Collateral Agent a counterpart of the
applicable Pledge Agreements and to take all such further actions and execute all such further
documents and instruments (including actions, documents and certificates comparable to those
described in Section 4.01(q) as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to create in favor of the Collateral Agent, for the benefit itself
and of the Secured Parties, a valid and perfected first priority Lien on all of the Property and
assets of such Subsidiary described in the applicable forms of the Pledge Agreements if and to the
extent necessary in order to ensure that as of the Effective Date, upon any merger permitted by
Section 6.03, within 30 days after consummation of any Permitted Acquisition in excess of
$25,000,000, and otherwise on and as of the tenth Business Day after each Fiscal Quarter, the Loan
Parties shall comprise at least 75% of the Consolidated Total Assets. Notwithstanding the
foregoing (or anything in any other Loan Document to the contrary), Borrower may request from time
to time that a Subsidiary Loan Party be released from its obligations under the Guarantee Agreement
and the applicable Pledge Agreement (and the Agent shall promptly execute such documentation
evidencing such release as may be reasonably requested by Borrower), and upon such request the
Administrative Agent and Collateral Agent shall release, so long as after giving effect to such
release, the remaining Loan Parties comprise at least 75% of Consolidated Total Assets and, if such
release is in connection with an Asset Sale, such Asset Sale is permitted pursuant to Section 6.05
and the Net Proceeds thereof are applied as and to the extent required pursuant to Section
2.05(c)(iii). At no time shall the Loan Parties permit the Domestic Subsidiaries and Non-U.S.
Subsidiaries of Borrower that are not Loan Parties to comprise more than 25% of the Consolidated
Total Assets. In addition, at no time shall the Loan Parties permit Subsidiaries of Borrower the
Equity Interests of which are not pledged to the Collateral Agent for the benefit of the Lenders to
comprise more than 25% of the Equity Interests of the Consolidated Total Assets.



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          SECTION 5.17. Subordination of Intercompany Loans Each Loan Party covenants and
agrees that (a) any existing and future debt obligation of any Loan Party to any Non-Loan Party
(other than any Insurance Subsidiary) shall be subordinated to the Loans to at least the same
extent as the intercompany notes delivered pursuant to Section 4.01(r), and (b) any existing and
future debt obligation of any Non-Loan Party (other than any Insurance Subsidiary) to any Loan
Party in excess of $1,000,000 shall be evidenced by an intercompany note in form and substance
satisfactory to the Administrative Agent and made subject to the Pledge Agreements to the extent
required hereby and thereby. All intercompany notes not made subject to the Pledge Agreements
pursuant to the $1,000,000 threshold set forth in the previous sentence shall not comprise more
than $15,000,000 in aggregate amount.



ARTICLE VI




NEGATIVE COVENANTS




          Each Loan Party hereby covenants and agrees with the Lenders that on and after the Effective
Date and until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees and other amounts payable hereunder or under any other Loan Document have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed:



          SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The Loan Parties shall
not, and shall not permit any of their Subsidiaries to, create, incur, assume or permit to exist
(including by way of Guarantee) any Indebtedness or enter into any Hedging Agreement, except:




     (i) Indebtedness incurred and outstanding under the Loan Documents;




     (ii) Indebtedness to Remain Outstanding and any Permitted Refinancing thereof;




     (iii) (x) Indebtedness of any Loan Party owed to any other Loan Party or to any
Non-Loan Party, (y) Indebtedness of any Non-Loan Party owed to any other Non-Loan Party, and
(z) Indebtedness of any Non-Loan Party owed to any Loan Party in an aggregate principal
amount outstanding at any time not to exceed, when taken together with investments then
outstanding pursuant to Section 6.04(xiv) and (xv) and Guarantees then outstanding pursuant
to clause (iv)(z) below, 25% of Consolidated Total Assets;
(iv) (x) Guarantees by any Loan Party of Indebtedness of any other Loan Party, (y)
Guarantees by any Non-Loan Party of Indebtedness of any Loan Party or any other Non-Loan
Party, and (z) Guarantees by any Loan Party of Indebtedness of any Non-Loan Party in an
aggregate principal amount outstanding at any time not to exceed, when taken together with
investments then outstanding pursuant to Section 6.04(xiv) and (xv) and Indebtedness then
outstanding pursuant to clause (iii)(z) above, 25% of Consolidated Total Assets, in each
case under this clause




     (iv) to the extent such Indebtedness was permitted to be incurred hereunder, and if
such Indebtedness is subordinated in right of payment to the Obligations under the Loan
Documents, such Guarantee is at least as subordinated in right of payment to the
Obligations;




     (v) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business; provided that such Indebtedness is extinguished within two Business
Days of its incurrence;



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     (vi) Indebtedness of Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease
Obligations and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof or result in an earlier maturity date or decreased
Weighted Average Life to Maturity thereof; provided that (A) such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of such
construction or improvement and (B) the aggregate principal amount of Indebtedness permitted
by this clause (vi) shall not exceed $75,000,000 at any time outstanding;




     (vii) Hedging Agreements entered into in the ordinary course of business and not for
speculative purposes;




     (viii) Indebtedness owed to (including obligations in respect of letters of credit for
the benefit of) any Person, including any Insurance Subsidiary, providing workers’
compensation, health, disability or other employee benefits or property, casualty or
liability insurance (including medical malpractice, other professional and general liability
insurance) to Borrower or any Subsidiary pursuant to reimbursement or indemnification
obligations to such Person;




     (ix) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety
bonds and similar obligations and trade-related letters of credit, in each case provided in
the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business;




     (x) Indebtedness arising from agreements of Borrower or any Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each case, incurred
or assumed in connection with the disposition of any business, assets or Subsidiary, other
than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;




     (xi) Permitted Subordinated Indebtedness; provided that (x) no Default shall
have occurred or be continuing or would result therefrom, (y) after giving effect to the
incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of
the immediately preceding Test Period) on a pro forma basis as if such indebtedness was
incurred on the first day of the immediately preceding Test Period (but tested as if the
applicable ratio were the ratio for the next succeeding Test Period), Borrower would be in
compliance with the Financial Covenants and (z) to the extent the aggregate principal amount
of such Permitted Subordinated Indebtedness exceeds $500,000,000 since the Effective Date,
the proceeds of such Permitted Subordinated Indebtedness shall be applied in accordance with
paragraphs (c) and (e) of Section 2.05;




     (xii) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of
Borrower in connection with a Permitted Acquisition in an aggregate principal amount not to
exceed $100,000,000, but only if such Indebtedness was not created or incurred in
contemplation of such Person becoming a Subsidiary; provided that (x) no Default
shall have occurred or be continuing or would result therefrom and (y) after giving effect
to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last
day of the immediately preceding Test Period) on a pro forma basis as if such acquisition
was consummated and such indebtedness was incurred on the first day of the immediately
preceding Test Period (but tested as if the applicable ratio were the ratio for the next
succeeding Test Period), Borrower would be in compliance with the Financial Covenants; and



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     (xiii) other Indebtedness of Borrower or any Subsidiary in an aggregate principal
amount not to exceed $125,000,000 at any time outstanding.



          (b) The Loan Parties shall not, and shall not permit any of its Subsidiaries to issue any
Preferred Stock or other preferred Equity Interest which (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or
repurchaseable at the option of the holder thereof, in whole or in part, or (iii) is convertible or
exchangeable at the option of the holder thereof for Indebtedness or Preferred Stock or any other
preferred Equity Interest described in this paragraph.



          SECTION 6.02. Liens. The Loan Parties shall not, and shall not permit any of their
Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any
Property or asset now owned or hereafter acquired by them, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except the following (herein
collectively referred to as “Permitted Liens”):




     (i) Liens in favor of the Collateral Agent on behalf of the Secured Parties;




     (ii) Liens to secure the performance of statutory obligations, surety or appeal bonds
or performance bonds, landlords’, carriers’, warehousemen’s, mechanics’, suppliers’,
materialmen’s, attorney’s or other like liens, in any case incurred in the ordinary course
of business and with respect to amounts not yet delinquent beyond 90 days or being contested
in good faith by appropriate proceedings; provided that a reserve or other
appropriate provision shall have been made therefor to the extent required under GAAP;




     (iii) Liens existing on the Effective Date and identified on Schedule 3.21(d);




     (iv) Liens for taxes, assessments or governmental charges or claims or other like
statutory Liens, in any case incurred in the ordinary course of business, that do not secure
Indebtedness for borrowed money and (A) that are not yet delinquent or (B) that are being
contested in good faith by appropriate proceedings; provided that a reserve or other
appropriate provision shall have been made therefor to the extent required under GAAP;




     (v) Liens to secure Indebtedness (including Capital Lease Obligations) of the type
described in Section 6.01(a)(vi) covering only the assets acquired or improved with such
Indebtedness;




     (vi) Liens which secure obligations under Indebtedness owed to a Loan Party and
incurred pursuant to Section 6.01(a)(iii) or Guarantees owed to a Loan Party and incurred
pursuant to Section 6.01(a)(iv);




     (vii) Liens securing Indebtedness incurred to refinance Indebtedness secured by the
Liens of the type described in clauses (iii) and (v) of this Section 6.02; provided
that any such Lien shall not extend to or cover any assets not securing the Indebtedness so
refinanced;




     (viii) (A) Liens in the form of zoning restrictions, easements, licenses, reservations,
covenants, conditions or other restrictions on the use of real property or other minor
irregularities in title (including leasehold title) that do not (1) secure Indebtedness or
(2) individually or in the aggregate materially impair the value of the real property
affected thereby or the occupation, use and enjoyment in the ordinary course of business of
Borrower and any Subsidiary at such real property and (B) with respect to leasehold
interests in real property, mortgages, obligations, liens



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and other encumbrances incurred,
created, assumed or permitted to exist and arising by, through or under a landlord or owner
of such leased property encumbering the landlord’s or owner’s interest in such leased
property;




     (ix) Liens in the form of pledges or deposits securing bids, tenders, contracts (other
than contracts for the payment of money) or leases to which Borrower or any Subsidiary is a
party, in each case, made in the ordinary course of business for amounts (A) not yet due and
payable or (B) being contested in good faith by appropriate proceedings; provided
that a reserve or other appropriate provision, if any, as is required by GAAP shall have
been made therefor;




     (x) Liens resulting from operation of law with respect to any judgments, awards or
orders to the extent that such judgments, awards or orders do not cause or constitute a
Default under this Agreement;




     (xi) Liens in the form of licenses, leases or subleases granted or created by Borrower
or any Subsidiary, which licenses, leases or subleases do not interfere, individually or in
the aggregate, in any material respect with the business of Borrower or such Subsidiary or
individually or in the aggregate materially impair the use (for its intended purpose) or the
value of the property subject thereto; provided that any such Lien shall not extend
to or cover any assets of Borrower or any Subsidiary that is not the subject of any such
license, lease or sublease;




     (xii) Liens on fixtures or personal property held by or granted to landlords pursuant
to leases to the extent that such Liens are not yet due and payable;




     (xiii) pledges or deposits in connection with workers’ compensation, unemployment
insurance or other social security legislation or in connection with self-retention or
self-insurance including with respect to general liability, medical malpractice,
professional liability, or property liability; and




     (xiv) Liens that secure Indebtedness in an aggregate principal amount not to exceed
$50,000,000.



In addition to the foregoing limitations, in no event shall any Lien (other than Liens under
clauses (ii), (iv) and (x) of this Section 6.02 so long as the holder of such Lien has not
commenced the exercise of remedies) be permitted to exist, directly or indirectly, on any
Collateral other than Liens in favor of the Collateral Agent on behalf of the Secured Parties.




          SECTION 6.03. Fundamental Changes; Line of Business. (a) The Loan Parties shall not,
and shall not permit any of their Subsidiaries to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with
them, or liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, (i) any wholly-owned
Subsidiary may merge into Borrower in a transaction in which Borrower is the surviving corporation,
(ii) any wholly-owned Subsidiary may merge with or consolidate into any wholly-owned Subsidiary in
a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a
Subsidiary Loan Party) is a Subsidiary Loan Party (if it would be required to be so pursuant to
Section 5.16), (iii) any Permitted Acquisition may be consummated so long as the surviving person
is Borrower or a Subsidiary Loan Party (if it would be required to be so pursuant to Section 5.16);
provided that in connection with the foregoing, the appropriate Loan Parties shall take all
actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or
perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the
Collateral Agent pursuant to the Pledge Agreements and otherwise comply with the provisions of
Sections 5.11, 5.12 and 5.16, in each



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case on the terms set forth therein and to the extent
applicable and (iv) any Non-Loan Party may merge with or consolidate into any other Non-Loan Party.




          (b) Notwithstanding the provisions of clause (a), any Loan Party may dispose of any or all of
its assets (upon voluntary liquidation or otherwise) to any other Loan Party (provided that
in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or
reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case
may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant
to the Pledge Agreements and otherwise comply with the provisions of Sections 5.11 and 5.12, in
each case on the terms set forth therein and to the extent applicable), and any Non-Loan Party may
dispose of assets to any other Non-Loan Party.



          (c) The Loan Parties shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, engage in any business other than businesses of the type conducted by the Loan Parties
and their Subsidiaries on the Effective Date and businesses reasonably related thereto.



          (d) Borrower shall not engage in any business activities or have any properties or liabilities
other than (i) its direct ownership of the Equity Interests of its Subsidiaries, (ii) obligations
under the Loan Documents and the Merger Documents and (iii) activities and properties incidental to
the foregoing clauses (i) and (ii).



          SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Loan
Parties shall not, and shall not permit any of their Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to
such merger) any Equity Interests in or evidences of Indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or
any other interest in, any other Person, or provide other credit support for any Person or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (each of the foregoing, an “Investment”), except:




     (i) cash and Permitted Investments;




     (ii) Investments existing on the Effective Date (or in respect of which a binding
commitment to make such investment exists on the Effective Date) and set forth on
Schedule 6.04;




     (iii) Investments by or among any Loan Parties in any Loan Party; provided that
any such Investment held by a Loan Party shall be pledged pursuant to a Pledge Agreement,
other
than Equity Interests of Borrower to be used in connection with the exercise or
conversion of Permitted Convertible Debt, LifePoint Notes and Province 2008 Notes;




     (iv) Investments by Non-Loan Parties in Non-Loan Parties and Investments by Non-Loan
Parties in Loan Parties;




     (v) Investments constituting Indebtedness permitted by clauses (x) and (y) of Section
6.01(a)(iii) (subject in each case to the provisions of Section 5.17);




     (vi) Guarantees constituting Indebtedness permitted by clauses of (x) and (y) Section
6.01(a)(iv);



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




     (viii) loans and advances to employees of Borrower or its Subsidiaries in the ordinary
course of business (including, without limitation, for travel, entertainment and relocation
expenses) not prohibited by Sarbanes-Oxley;




     (ix) Permitted Acquisitions;




     (x) extensions of trade credit in the ordinary course of business;




     (xi) Investments directly or indirectly constituting or resulting from guaranties of
physician income, provided that any cash payment by Borrower or any Subsidiary with respect
to such Investment is treated as an expense for accounting purposes;




     (xii) Investments consisting of the purchase of any of the minority Equity Interests of
any third party investor in a Subsidiary of Borrower which becomes a guarantor pursuant to
the Guarantee Agreement within five Business Days thereafter, unless on the date of any such
proposed Investment or after giving effect thereto, a Default or Event of Default shall have
occurred and be continuing;




     (xiii) deposits made by Borrower or any Subsidiary in connection with self-retention or
self-insurance (including with respect to general liabilities, medical malpractice,
professional liabilities, property or workers’ compensation liabilities);




     (xiv) other Investments by Borrower or its Subsidiaries not to exceed 5% of
Consolidated Total Assets at any time; provided that Investments made in reliance on
clauses (xiv) and (xv) may not in the aggregate exceed 25% of Consolidated Total Assets;




     (xv) Investments consisting of Equity Interests in Subsidiaries of Borrower that are
not Loan Parties not to exceed, when taken together with Indebtedness then outstanding
pursuant to Section 6.01(a)(iii)(z) and Guarantees then outstanding pursuant to Section
6.01(a)(iv)(z), 25% of Consolidated Total Assets less the amount of investments
outstanding under clause (xiv) above; provided that Investments made in reliance on
clauses (xiv) and (xv) may not in the aggregate exceed 25% of Consolidated Total Assets;




     (xvi) Investments consisting of cash deposits in trust to the extent part of Approved
Like-Kind Exchanges permitted by Section 6.05(x); and




     (xvii) Investments consisting of ESOP Loans not to exceed $25,000,000 at any time
outstanding.



          SECTION 6.05. Asset Sales. The Loan Parties shall not, and shall not permit any of
their Subsidiaries to sell, transfer, lease or otherwise dispose of any asset (including any income
or revenues (including accounts receivable) or rights in respect thereof), including any Equity
Interest owned by them, nor will any Loan Party permit any of its Subsidiaries to issue any
additional Equity Interest in such Subsidiary, except:




     (i) sales of inventory or sales, transfers and dispositions of used, surplus, obsolete,
outdated, inefficient or worn out equipment and other property in the ordinary course of
business;



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     (ii) sales, transfers and dispositions to any Loan Party;




     (iii) the lease or sublease of Real Property in the ordinary course of business and not
constituting a sale and leaseback transaction;




     (iv) sales of Permitted Investments on ordinary business terms;




     (v) Liens permitted by Section 6.02 and Investments permitted under Section 6.04;




     (vi) sales, transfers and dispositions by any Non-Loan Party to any Non-Loan Party;




     (vii) sales, transfers and dispositions by any Loan Party to any Non-Loan Party
provided that after giving effect thereto Non-Loan Parties taken as a whole do not comprise
more than 25% of Consolidated Total Assets;




     (viii) sales, transfers and dispositions of accounts receivable in connection with the
compromise or collection thereof in the ordinary course of business;




     (ix) leases in the ordinary course of business of equipment and machinery deemed in
good faith to be temporarily surplus;




     (x) Approved Like-Kind Exchanges;




     (xi) sales, transfers and dispositions of Equity Interests of Borrower in connection
with the exercise or conversion of Permitted Convertible Debt, LifePoint Notes and Province
Notes;




     (xii) issuances of Equity Interests by any Non-Loan Party or sales, transfers or
dispositions of Equity Interests in any Non-Loan Party;




     (xiii) sales, transfers, dispositions and issuances of Equity Interests in any
Subsidiary Loan Party; provided that after giving effect to any such sale, transfer,
disposition or issuance (x) Borrower shall beneficially own not less than 75% of all Equity
Interests of such Loan Party and (y) Non-Loan Parties together with all other non-wholly
owned Subsidiaries of Borrower shall not comprise in the aggregate more than 35% of the
Consolidated Total Assets; and




     (xiv) sales, transfers and dispositions of assets (other than Equity Interests of a
Subsidiary unless constituting a disposition of substantially all such Equity Interests) not
otherwise
permitted under this Section 6.05; provided that the aggregate fair market
value of all assets sold, transferred or otherwise disposed of in reliance upon this clause
(xiv) shall not, in the aggregate, exceed $300,000,000 in the aggregate since the Effective
Date; provided, further, that all such sales, transfers and other
dispositions permitted by this clause shall be made for fair value and for at least 80% cash
consideration.



          SECTION 6.06. Sale and Leaseback Transactions. The Loan Parties shall not, and shall
not permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby they shall sell or transfer any Property, real or personal, used or useful in their
business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or
other Property that they intend to use for substantially the same purpose or purposes as the
Property sold or transferred unless (i) the sale of such Property is permitted by Section 6.05,
(ii) any Lien arising in connection with the use of such Property by any Loan Party or a Subsidiary
is permitted by Section 6.02, and (iii) such arrangement is



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entered into on a temporary basis to
the extent part of a proposed Approved Like-Kind Exchange Transaction permitted by Section 6.05(x).




          SECTION 6.07. Restricted Payments. The Loan Parties shall not, and shall not permit
any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except:




     (i) Subsidiaries of Borrower may declare and pay (x) dividends ratably with respect to
their Equity Interests or, if not ratably, then in accordance with the priorities set forth
in the respective organizational documents for, or agreements among holders of the Equity
Interests in, such Subsidiaries or (y) additional shares of the same class of shares as the
dividend being paid to the extent such payment complies with Section 6.01(b);




     (ii) Borrower may pay dividends consisting solely of shares of its common stock or
additional shares of the same class of shares as the dividend being paid;




     (iii) so long as no Default shall have occurred and be continuing, Borrower may
purchase, redeem or acquire any of its Equity Interests or Equity Rights from any of its or
its Subsidiaries’ present or former officers or employees upon the death, disability or
termination of employment of such officer or employee, so long as the aggregate amount of
payments under this clause (iii) shall not exceed $25,000,000 in the aggregate since the
Effective Date;




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




     (v) Restricted Payments consisting of Permitted Refinancings permitted pursuant to
Section 6.01(a)(ii);




     (vi) Restricted Payments to the extent permitted pursuant to Section 6.10(b);




     (vii) so long as no Default shall have occurred and be continuing, Restricted Payments
or repurchases, redemptions or repayments of Subordinated Debt not to exceed $25,000,000 in
the aggregate in any Fiscal Year; provided that such amount may be increased by any
amounts available (without giving effect to any increase) under this clause (vii) for the
prior Fiscal Year
and not so used (with any Restricted Payments or such repurchases, redemptions or
repayments of Subordinated Debt made in reliance on this clause (vii) in any Fiscal Year to
be deemed first made from the original $25,000,000 basket applicable to such Fiscal Year);




     (viii) the redemption, repurchase, acquisition or retirement of Equity Interest of any
Subsidiary to the extent permitted pursuant to Section 6.04(iii), (iv), (xii) or (xv);




     (ix) Province may make any Restricted Payment required by the exercise of appraisal
rights by Province’s shareholders under Section 262 of the Delaware General Corporation Law
in connection with the Mergers; and




     (x) Restricted Payments consisting of the purchase of common stock of the Borrower in
an amount not to exceed the aggregate principal amount of LifePoint Notes and Province Notes
converted into common stock of the Borrower; provided that such Restricted Payments are made
within one year of such conversion and are funded solely with the proceeds of Permitted
Subor-



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dinated Indebtedness or Indebtedness which would qualify as Permitted Refinancing if
such funding occurred substantially concurrently with each such conversion.



          SECTION 6.08. Transactions with Affiliates. The Loan Parties shall not, and shall not
permit any of their Subsidiaries to, sell, lease or otherwise transfer any property or assets to,
or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of their Affiliates, unless such transactions are in the ordinary
course of such Person’s business and are at prices and on terms and conditions not less favorable
to the Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, except:




     (i) transactions between or among the Loan Parties not involving any other Affiliate,
and transactions among Subsidiaries not involving any Loan Party;




     (ii) any Restricted Payment permitted by Section 6.07;




     (iii) fees and compensation, benefits and incentive arrangements paid or provided to,
and any indemnity provided on behalf of, officers, directors or employees of Borrower or any
Subsidiary as determined in good faith by the board of directors of Borrower; and




     (iv) loans and advances to employees of any Loan Party permitted by Section 6.04(viii).



          SECTION 6.09. Restrictive Agreements. The Loan Parties shall not, and shall not
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any
of its Property or assets or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any of its Equity Interests or to make or repay loans or advances to
Borrower or any other Subsidiary or to Guarantee Indebtedness of Borrower or any other Subsidiary
or to transfer property to Borrower or any of its Subsidiaries; provided that the foregoing
shall not apply to:




     (i) conditions imposed by law or by any Loan Document;




     (ii) clause (a) shall not apply to assets encumbered by Permitted Liens as long as such
restriction applies only to the asset encumbered by such Permitted Lien;




     (iii) restrictions and conditions existing on the Effective Date not otherwise excepted
from this Section 6.09 and identified on Schedule 6.09 (but shall apply to any
amendment or modification expanding the scope of any such restriction or condition);




     (iv) restrictions contained in any Subordinated Debt Document so long as not more
restrictive than such restrictions in the LifePoint Notes or permitted pursuant to the
definition of “Permitted Subordinated Indebtedness”;




     (v) any agreement in effect at the time any Person becomes a Subsidiary of Borrower;
provided that such agreement was not entered into in connection with, or in
contemplation of, such Person becoming a Subsidiary;




     (vi) customary restrictions and conditions contained in agreements relating to the sale
of a Subsidiary (or the assets of a Subsidiary) pending such sale so long as such
restrictions and



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     conditions apply only to the Subsidiary that is to be sold or whose assets
are to be sold and such sale is otherwise permitted hereunder;




     (vii) clause (a) shall not apply to Indebtedness of Non-Loan Parties permitted by
Section 6.01(a)(iii) so long as such Indebtedness does not restrict any Lien securing any of
the Obligations hereunder or under the Loan Documents;




     (viii) clause (b) shall not apply to Indebtedness of Non-Loan Parties permitted by
Section 6.01(a)(iii) which restrictions only apply to such Non-Loan Parties and such
encumbrances or restrictions will not materially affect Borrower’s ability to make any
principal or interest payment on the Loans;




     (ix) clause (a) shall not apply to customary provisions in leases and service contracts
in the ordinary course of business between Borrower or any of its Subsidiaries, on the one
hand, and their customers, on the other hand, and other contracts restricting the assignment
thereof;




     (x) clause (b) shall not apply to provisions with respect to the payment of dividends
or other distributions by Non-Loan Parties set forth in the respective organizational
documents for, or agreements among holders of the Equity Interests in, such Non-Loan
Parties; and




     (xi) restrictions with respect to Insurance Subsidiaries or with respect to the shares
thereof, in each case in connection with the operation of any Insurance Subsidiary.



          SECTION 6.10. Amendments or Waivers of Certain Documents; Prepayments of Certain
Indebtedness. (a) The Loan Parties shall not, and shall not permit any Subsidiary to amend or
otherwise change or waive (i) any subordination provision (or any definition related to any
subordination provision) of any Subordinated Debt Document in any manner, or (ii) the terms of any
Organic Document, any Merger Document, any document governing any Indebtedness outstanding as of
the Effective Date or any Subordinated Debt Document in a manner adverse to the Lenders.



          (b) The Loan Parties shall not, and shall not permit any Subsidiary to, make (or give any
notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemp
tion or acquisition for value of (including, without limitation, by way of depositing with any
trustee with respect thereto money or securities before such Indebtedness is due for the purpose of
paying such Indebtedness when due) or exchange of principal of any Subordinated Debt, in each case
other than pursuant to any customary registered exchange offer therefor after a private placement
thereof, any Permitted Refinancing or any exchange of Equity Interests of Borrower for any such
Indebtedness; provided that (i) the Loan Parties may make prepayments, repurchases or
redemptions of the LifePoint Notes so long as, after giving effect to such prepayments, repurchases
or redemptions, the Senior Leverage Ratio is less than 3.5:1.0, (ii) the Loan Parties may make
prepayments, repurchases or redemptions of the LifePoint Notes to the extent such prepayments,
repurchases or redemptions are made with the portion of Excess Cash Flow not required to be applied
to prepay Loans in accordance with Section 2.05(c)(v) or the portion of Net Proceeds from any
Equity Issuance not required to be applied to prepay Loans in accordance with Section 2.05(c)(i),
(iii) the Loan Parties may make prepayments, repurchases or redemptions of any Subordinated Debt
with the portion of Net Proceeds from any Equity Issuance not required to be applied to prepay
Loans in accordance with Section 2.05(c)(i) so long as, after giving effect to such prepayments,
repurchases or redemptions, the Senior Leverage Ratio is less than 3.5:1.0 and (iv) the Loan
Parties may make prepayments, repurchases, redemptions or conversions for cash of Province 2008
Notes at any time.



          SECTION 6.11. No Other “Designated Senior Indebtedness”. The Loan Parties shall not
designate, or permit the designation of, any Indebtedness (other than under this Agreement or the



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other Loan Documents) as “Designated Senior Indebtedness” (or any equivalent term) under any
Subordinated Debt Documents.



          SECTION 6.12. Interest Expense Coverage Ratio. The Loan Parties shall not permit the
Interest Expense Coverage Ratio for any Test Period ending on a date set forth below to be less
than the ratio set forth opposite such date:



	 	 	 	 	 	 	 	 
	 
	 	Date	 	 	Ratio	 	 
	 	June 30, 2005
	 	 	 	3.00: 1.00	 	 
	 	September 30, 2005
	 	 	 	3.00: 1.00	 	 
	 	December 31, 2005
	 	 	 	3.25: 1.00	 	 
	 	March 31, 2006
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2006
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2006
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2006
	 	 	 	3.50: 1.00	 	 
	 	March 31, 2007
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2007
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2007
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2007
	 	 	 	3.50: 1.00	 	 
	 	March 31, 2008
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2008
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2008
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2008
	 	 	 	3.50: 1.00	 	 
	 	March 31, 2009
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2009
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2009
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2009
	 	 	 	3.50: 1.00	 	 
	 	March 31, 2010
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2010
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2010
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2010
	 	 	 	3.50: 1.00	 	 
	 	March 31, 2011
	 	 	 	3.50: 1.00	 	 
	 	June 30, 2011
	 	 	 	3.50: 1.00	 	 
	 	September 30, 2011
	 	 	 	3.50: 1.00	 	 
	 	December 31, 2011
	 	 	 	3.50: 1.00	 	 
	 





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          SECTION 6.13. Total Leverage Ratio. The Loan Parties
shall not permit the Total Leverage Ratio for any Test Period
ending on a date set forth below to exceed the ratio set forth
opposite such date:



	 	 	 	 	 	 	 	 
	 
	 	Date	 	 	Ratio	 	 
	 	June 30, 2005
	 	 	 	4.75: 1.00	 	 
	 	September 30, 2005
	 	 	 	4.75: 1.00	 	 
	 	December 31, 2005
	 	 	 	4.75: 1.00	 	 
	 	March 31, 2006
	 	 	 	4.75: 1.00	 	 
	 	June 30, 2006
	 	 	 	4.75: 1.00	 	 
	 	September 30, 2006
	 	 	 	4.75: 1.00	 	 
	 	December 31, 2006
	 	 	 	4.75: 1.00	 	 
	 	March 31, 2007
	 	 	 	4.50: 1.00	 	 
	 	June 30, 2007
	 	 	 	4.50: 1.00	 	 
	 	September 30, 2007
	 	 	 	4.50: 1.00	 	 
	 	December 31, 2007
	 	 	 	4.50: 1.00	 	 
	 	March 31, 2008
	 	 	 	4.25: 1.00	 	 
	 	June 30, 2008
	 	 	 	4.25: 1.00	 	 
	 	September 30, 2008
	 	 	 	4.25: 1.00	 	 
	 	December 31, 2008
	 	 	 	4.25: 1.00	 	 
	 	March 31, 2009
	 	 	 	4.00: 1.00	 	 
	 	June 30, 2009
	 	 	 	4.00: 1.00	 	 
	 	September 30, 2009
	 	 	 	4.00: 1.00	 	 
	 	December 31, 2009
	 	 	 	4.00: 1.00	 	 
	 	March 31, 2010
	 	 	 	3.75: 1.00	 	 
	 	June 30, 2010
	 	 	 	3.75: 1.00	 	 
	 	September 30, 2010
	 	 	 	3.75: 1.00	 	 
	 	December 31, 2011
	 	 	 	3.75: 1.00	 	 
	 	March 31, 2011
	 	 	 	3.75: 1.00	 	 
	 	June 30, 2011
	 	 	 	3.75: 1.00	 	 
	 	September 30, 2011
	 	 	 	3.75: 1.00	 	 
	 	December 31, 2011
	 	 	 	3.75: 1.00	 	 
	 





          SECTION 6.14. Capital Expenditures. The Loan Parties shall not, and shall not permit
any of their Subsidiaries to, make Capital Expenditures (including with respect to Greenfields) in
any Test Period, except Capital Expenditures in an amount not to exceed (i) at any time prior to
December 31, 2006, 12% and (ii) at any time thereafter, 10%, in each case of consolidated net
revenues (excluding revenues associated with an insurance plan) of Borrower for the immediately
preceding consecutive four Fiscal Quarters, determined on a consolidated basis in accordance with
GAAP; provided that consolidated



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net revenues (excluding revenues associated with an
insurance plan) of Borrower shall be determined on a consolidated basis in accordance with GAAP as
if the Mergers occurred as of January 1, 2005; and provided further that up to an
additional $250,000,000 in the aggregate since the Effective Date may be made in connection with
(A) Greenfields, (B) Capital Expenditures committed to in connection with Permitted Acquisitions
and (C) medical office buildings which constitute Capital Expenditures.




ARTICLE VII




EVENTS OF DEFAULT




          SECTION 7.01. Listing of Events of Default. Each of the following events or
occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if
any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of
Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:




     (a) Borrower shall default




     (i) in the payment when due of any principal of any Loan, (including, without
limitation, on any Installment Payment Date) or any reimbursement obligation in
respect of any LC Disbursement,




     (ii) in the payment when due of any interest on any Loan and such default shall
continue unremedied for a period of three Business Days, or




     (iii) in the payment when due of any Fee described in Section 2.10 or of any
other previously invoiced amount (other than an amount described in clauses (i) and
(ii)) payable under this Agreement or any other Loan Document and such default shall
continue unremedied for a period of three Business Days;




     (b) Any representation or warranty of any Loan Party made or deemed to be made
hereunder or in any other Loan Document or any other writing or certificate furnished by or
on behalf of any Loan Party to any Agent, the Issuing Bank or any Lender for the purposes of
or in connection with this Agreement or any such other Loan Document is or shall be
incorrect in any material respect when made or deemed made;




     (c) Borrower shall default in the due performance and observance of any of its
obligations under clause (a) of Section 5.02 (with respect to the maintenance and
preservation of Borrower’s corporate existence) or Article VI;




     (d) Any Loan Party shall default in the due performance and observance of any agreement
(other than those specified in paragraphs (a) through (c) above) contained herein or in any
other Loan Document and such default shall continue unremedied for a period of 30 days after
the date when Borrower obtains actual knowledge or notice of such default;




     (e) A default shall occur




     (i) in the payment when due (subject to any applicable grace period), whether
by acceleration or otherwise, of any Material Indebtedness, or




     (ii) in the performance or observance of any obligation or condition with
respect to any Material Indebtedness if the effect of such default referred to in this



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     clause (ii) is to accelerate the maturity of any such Material Indebtedness or
to enable or permit (with or without the giving of notice, the lapse of time or
both) the holder or holders of any such Material Indebtedness or any trustee or
agent on its or their behalf to cause any such Material Indebtedness to become due,
or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity;




     (f) Any judgment or order (or combination of judgments and orders) for the payment of
money equal to or in excess of $25,000,000 individually or in the aggregate (net of any
amount (x) covered by insurance by a reputable independent third-party insurer which has not
denied liability or (y) covered by a third-party indemnity from a solvent third party
financially capable of making such payments which has not denied liability) shall be
rendered against Borrower or any of its Subsidiaries and




     (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order and not stayed, or




     (ii) such judgment shall not have been stayed, vacated or discharged within 60
days of entry;




     (g) An ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse
Effect;




     (h) Any Change in Control shall occur;




     (i) Any Loan Party or any of their Subsidiaries shall




     (i) become insolvent or generally fail to pay debts as they become due,




     (ii) apply for, consent to, or acquiesce in the appointment of a trustee,
receiver, sequestrator or other custodian for any Loan Party or any of such
Subsidiaries or substantially all of the property of any thereof, or make a general
assignment for the benefit of creditors,




     (iii) in the absence of such application, consent or acquiescence, permit or
suffer to exist the appointment of a trustee, receiver, sequestrator or other
custodian for any Loan Party or any of such Subsidiaries or for a substantial part
of the property of any thereof, and such trustee, receiver, sequestrator or other
custodian shall not be discharged or stayed within 60 days; provided that
any Loan Party and each such Subsidiary hereby expressly authorizes the
Administrative Agent, the Collateral Agent and each Lender to appear in any court
conducting any relevant proceeding during such 60-day period to preserve, protect
and defend their rights under the Loan Documents,




     (iv) permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any bankruptcy or
insolvency law, or any dissolution, winding up or liquidation proceeding, in respect
of any Loan Party or any such Subsidiary and, if any such case or proceeding is not
commenced by any Loan Party or such Subsidiary, such case or proceeding shall be
consented to or acquiesced in by any Loan Party such Subsidiary or shall result in
the entry of an order for relief or shall remain for 60 days undismissed and
unstayed; provided that any Loan Party and each such Subsidiary hereby
expressly authorizes the Administrative Agent, the Col-



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lateral Agent and each Lender
to appear in any court conducting any such case or proceeding during such 60-day
period to preserve, protect and defend their rights under the Loan Documents, or




     (v) take any corporate or partnership action (or comparable action, in the case
of any other form of legal entity) authorizing, or in furtherance of, any of the
foregoing;




     (j) The obligations of any Loan Party under its Guarantee Agreement shall cease to be
in full force and effect or any Loan Party shall repudiate in writing its obligations
thereunder;




     (k) Any Lien purported to be created under any Pledge Agreements shall fail or cease to
be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien
on any Collateral, with the priority required by the applicable Pledge Agreement; and




     (l) The subordination provisions relating to any Permitted Subordinated Indebtedness or
Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any
material respect to be enforceable by the Administrative Agent or the Lenders (which have
not effectively waived the benefits thereof) in accordance with the terms thereof or
Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the
Subordination Provisions.



          SECTION 7.02. Action if Bankruptcy. If any Event of Default described in Section
7.01(i) shall occur, the Commitments (if not theretofore terminated) shall automatically terminate
and the outstanding principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or demand, all of which are
hereby waived by Borrower and the Issuing Bank may require Borrower to cash collateralize all
undrawn Letters of Credit then outstanding.



          SECTION 7.03. Action if Other Event of Default. If any Event of Default (other than
any Event of Default described in Section 7.01(i)) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Administrative Agent, upon the direction of the Requisite
Lenders, shall by written notice to Borrower and each Lender declare all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and payable and/or the
Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment and/or, as the case may
be, the Commitments shall terminate and the Issuing Bank may require Borrower to cash collateralize
all undrawn Letters of Credit then outstanding.



          SECTION 7.04. Action if Event of Termination. Upon the occurrence and continuation of
any Event of Termination, the Requisite Lenders may, by notice from the Administrative Agent to
Borrower and the Lenders (except if an Event of Termination described in Section 7.01(i) shall have
occurred, in which case the Commitments if not theretofore terminated shall, without notice of any
kind, automatically terminate) declare their Commitments terminated, and upon such declaration the
Lenders shall have no further obligation to make any Loans hereunder. Upon such termination of the
Commitments, all accrued fees and expenses under the Loan Documents shall be immediately due and
payable.





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ARTICLE VIII




THE AGENTS




          SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as
Administrative Agent and Collateral Agent on behalf of the Lenders and Citicorp North America, Inc.
accepts such appointments. Each of the Lenders and each assignee of any such Lender hereby
irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on
behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such
Agent by the terms and provisions hereof and of the other Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby
expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive
on behalf of the Lenders all payments of principal of and interest on the Loans, all payments and
all other amounts due to the Lenders hereunder, and to promptly distribute to each Lender its
proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to
Borrower of any Default specified in this Agreement of which it has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices,
financial statements and other materials delivered by Borrower pursuant to this Agreement as
received by it.




          None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for
any action taken or omitted to be taken by any of them except to the extent finally judicially
determined to have resulted from its or his or her own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by any Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible to the Lenders for
the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any
other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully
protected in acting, or refraining from acting, in accordance with written instructions signed by
the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as
otherwise specifically provided herein, such instructions and any action or inaction pursuant
thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge
to the contrary, be entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or persons. No Agent
or its Related Parties shall have any responsibility to the Loan Parties on account of the failure
of or delay in performance or breach by any Lender of any of its obligations hereunder or to any
Lender on account of the failure of or delay in performance or breach by any other Lender or the
Loan Parties of any of their respective obligations hereunder or under any other Loan Document or
in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or
through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely
upon the advice of legal counsel selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by it in accordance with the
advice of such counsel.




          The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall
be requested in writing to do so by the Requisite Lenders.




          Subject to the appointment and acceptance of a successor Agent as provided below, any Agent
may resign at any time by notifying the Lenders, the Issuing Bank and Borrower. Upon any such
resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor
shall have been so appointed by the Requisite Lenders and shall have accepted such appointment
within 30 days af-




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ter the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf
of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office
in New York, New York, having a combined capital and surplus of at least $500,000,000 or an
Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a
successor bank, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its
duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as an Agent.




          With respect to the Loans made by it hereunder, each Agent in its individual capacity and not
as an Agent shall have the same rights and powers as any other Lender and may exercise the same as
though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate
thereof as if it were not an Agent.




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




          Notwithstanding anything to the contrary in this Agreement, none of CGMI, as Lead Arranger,
nor Bank of America, N.A., CIBC World Markets Corp., Suntrust Bank and UBS Securities LLC,
as Co-Syndication Agents in such respective capacities, shall have any obligations, duties or
responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.




ARTICLE IX




MISCELLANEOUS




          SECTION 9.01. Notices. (a) Except as set forth in Section 9.17, notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail, sent by telecopy or electronic mail, as
follows:





     (i) if to any Loan Party, to Borrower at LifePoint Hospitals, Inc., 103 Powell Court,
Suite 200, Brentwood, Tennessee 37027, attention: Michael J. Culotta, Chief Financial
Officer (telecopy: (615) 372-8575) (email: michael.culotta@lpnt.net) with a copy to
LifePoint Hospitals, Inc., 103 Powell Court, Suite 200, Brentwood, Tennessee 37027,
attention: William F. Carpenter III, Executive Vice President (telecopy: (615) 372-8572),
(email: bill.carpenter@lpnt.net);




     (ii) if to the Administrative Agent, to it at Citicorp North America, Inc., Global
Loans Support Services, 2 Penns Way, Suite 110, New Castle, Delaware 19720, attention:
Elizabeth J. Wier (telecopy: (212) 994-0961) (email: elizabeth.j.wier@citigroup.com), with
a copy to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013,
attention: James M. Buchanan (telecopy: (212) 816-7736) (email:
james.m.buchanan@citigroup.com), and a copy to Cahill Gordon & Reindel llp, 80 Pine
Street, New York, New York 10005, attention: Jonathan A. Schaffzin, Esq. (telecopy: (212)
269-5420), (email: jschaffzin@cahill.com);



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     (iii) if to the Issuing Bank, to it at Bank of America, N.A., Trade Operations, 333 S.
Beaudry Ave, Los Angeles, CA 90017, attention: Stella Rosales (telecopy: (213) 345-6684),
(telephone: (213) 345-0141), (email: stella.rosales@bankofamerica.com); and




     (iv) if to a Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.


All notices and other communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or electronic mail or on the date five Business Days
after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 9.01 or in accordance with the
latest unrevoked direction from such party given in accordance with this Section 9.01. Each Loan
Party and Lender agrees to notify the Administrative Agent in writing promptly of any change to the
notice information provided above or in Schedule 2.01 hereto.




          (b) Borrower shall forthwith on demand indemnify each Lender against any loss or liability
which that Lender incurs (and that Lender shall not be liable to Borrower in any respect) as a
consequence of:





     (i) any Person to whom any notice or communication under or in connection with this
Agreement is sent by Borrower by telecopy failing to receive that notice or communication
(unless caused by that Person’s gross negligence or willful default); or




     (ii) any telecopy communication which reasonably appears to that Lender to have been
sent by Borrower having in fact been sent by a Person other than Borrower.



          SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by Lenders hereto and shall survive the making by the Lenders
of the Loans and issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any Fee or any other amount payable under
this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not been terminated. The provisions of Sections
2.14, 2.15, 2.16, 9.05 and 9.16 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.




          SECTION 9.03. Binding Effect. Subject to Section 4.01, this Agreement shall become
effective when it shall have been executed by Borrower and the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted successors and assigns.




          SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the permitted successors
and as-




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signs of such party (including any Affiliate of the Issuing Bank that issues any Letter of
Credit). All covenants, promises and agreements by or on behalf of Borrower, the Agents or the
Lenders that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns. Nothing in this Agreement, express or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in clause (f) below and, solely to
the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.




          (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights
and obligations under this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided, however, that





     (i) except in the case of an assignment to a Lender or a Lender Affiliate, the
Administrative Agent (and, in the case of any assignment of a Revolving Credit Commitment or
any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, the Issuing
Bank and the Swingline Lender) must give its prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed),




     (ii) except (A) in the case of an assignment to a Lender or a Lender Affiliate, (B) in
connection with the initial syndication of the Commitments and Loans, or (C) at any time
that a Default has occurred and is continuing, Borrower must give its prior written consent
to any such assignment of Revolving Credit Commitments and Revolving Loans (which consent
shall not be unreasonably withheld or delayed),




     (iii) except in the case of an assignment to a Lender or a Lender Affiliate, the amount
of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than, in the case of the Term B
Loans, $1,000,000 and increments of $1,000,000 in excess thereof and, in the case of the
Revolving Loans, $5,000,000 and increments of $1,000,000 in excess thereof (or (A) if the
aggregate amount of the Commitment or Loans of the assigning Lender is a lesser amount, the
entire amount of such Commitment or Loans, or (B) in any other case, such lesser amount as
Borrower and the Administrative Agent otherwise agree) (for purposes of the minimum
assignment provisions set forth in this clause (iii), multiple concurrent assignments to a
lender and its Affiliates shall be aggregated),




     (iv) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement, except that this
clause (iv) shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments and
Loans,




     (v) except in the case of the assignment to an Affiliate of such Lender or an
assignment required to be made pursuant to Section 2.20 or Section 9.08(e), the parties to
each such assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, and




     (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.



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Subject to acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after
the effective date specified in each Assignment and Acceptance, which effective date shall be at
least five Business Days after the execution thereof (unless otherwise determined by the
Administrative Agent), (A) the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and (B) the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and
9.05 with respect to facts and circumstances occurring prior to the effective date of such
assignment, as well as to any Fees accrued for its account and not yet paid). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (f) of this Section 9.04.




          (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the assignee thereunder shall be deemed to confirm to and agree with each other and the other
parties hereto as follows:





     (i) such assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its Commitment,
and the outstanding balances of its Loans and participations in Swingline Loans, in each
case without giving effect to assignments thereof which have not become effective, are as
set forth in such Assignment and Acceptance,




     (ii) except as set forth in (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or the
financial condition of Borrower or any Subsidiary or the performance or observance by
Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto,




     (iii) such assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance,




     (iv) such assignee confirms that it has received a copy of this Agreement, together
with copies of the most recent financial statements, if any, delivered pursuant to Section
5.01 and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance,




     (v) such assignee shall independently and without reliance upon either Agent, such
assigning Lender or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement,




     (vi) such assignee appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to such Agent
by the terms hereof, together with such powers as are reasonably incidental thereto,



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     (vii) such assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by it as a
Lender, and




     (viii) Schedule 2.01 shall be deemed to be amended to reflect the assigning
Lender thereunder and the assignee thereunder after giving effect thereto.



          (d) The Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain
at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements, and participations in Swingline Loans,
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
Except to the extent inconsistent with Section 2.07(d), the entries in the Register shall be
conclusive and Borrower, the Agents, the Issuing Bank and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by Borrower, the Issuing Bank and any Lender at any reasonable time and
from time to time upon reasonable prior notice.




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




          (f) Each Lender may, without the consent of Borrower, the Swingline Lender, the Issuing Bank
or the Administrative Agent, sell participations to any Person (other than a natural person or
Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or
a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that





     (i) such Lender’s obligations under this Agreement shall remain unchanged,




     (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,




     (iii) each Participant shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.14, 2.15 and 2.16 and the provisions of Section 5.01 to
the same extent as if they were Lenders and had acquired its interest by assignment pursuant
to paragraph (b) of this Section 9.04 (provided that no participant shall be
entitled to receive any greater amount pursuant to such Sections than the Lender would have
been entitled to receive in respect of the interest transferred unless such transfer to such
Participant is made with Borrower’s prior written consent, and




     (iv) Borrower, the Agents, the Issuing Bank and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement, and such Lender shall retain the sole right (which each Lender agrees
will not be limited by the terms of any participation agreement or other agreement with a
participant) to enforce the Loan Documents and to approve any amendment, modification or
waiver of any pro-



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vision of the Loan Documents (other than, without the consent of the Participant,
amendments, modifications or waivers described in Section 9.08(b) that affect such
Participant).


To the extent permitted by law, each Participant also shall be entitled to the benefits of Section
9.06 as though it were a Lender; provided such Participant agrees to be subject to Section
2.20 as though it were a Lender.




          (g) Any Lender or Participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or
Participant or proposed assignee or Participant any information relating to Borrower and its
Subsidiaries furnished to such Lender by or on behalf of any of the Loan Parties; provided
that, prior to any such disclosure of information designated by Borrower as confidential, each such
assignee or Participant or proposed assignee or Participant shall execute a confidentiality
agreement in form and substance substantially the same as the provisions of Section 9.16.




          (h) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply
to any such pledge or assignment of a security interest; provided that (x) no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto and (y) any
foreclosure or similar action shall be subject to the provisions of Section 9.04(b) concerning
assignments and shall not be effective to transfer any rights under this Agreement or in any Loan,
Note or other instrument evidencing the rights of a Lender under this Agreement until the
requirements of Section 9.04(b) concerning assignments are fully satisfied. In order to facilitate
such a pledge or assignment, Borrower shall, at the request of the assigning Lender, duly execute
and deliver to the assigning Lender a promissory note or notes evidencing the Loans made to
Borrower by the assigning Lender hereunder.




          (i) No Loan Party may assign or delegate any of its rights or duties hereunder or under any of
the other Loan Documents without the prior written consent of the Administrative Agent and each
Lender, and any attempted assignment without such consent shall be null and void.




          SECTION 9.05. Expenses; Indemnity. (a) The Loan Parties jointly and severally agree
to (promptly after receipt of a reasonably detailed invoice therefor) pay (i) all reasonable
out-of-pocket expenses incurred by the Agents and CGMI and their Affiliates, including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the
Administrative Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement and the other Loan Documents or in
connection with any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Lead Arranger, the Agents, the Issuing Bank or
any Lender in connection with the enforcement or protection of its rights in connection with this
Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans
made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit,
and, in connection with any such enforcement or protection, the reasonable fees, charges and
disbursements of any other counsel for the Lead Arranger, the Agents, the Issuing Bank or any
Lender; provided, however, that the Loan Parties shall not be obligated to pay for
expenses incurred by a Lender in connec-





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tion with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or
the sale of Loans to a Participant pursuant to Section 9.04.




          (b) The Loan Parties jointly and severally agree to indemnify each Agent, the Lead Arranger,
the Issuing Bank, each Lender, each Affiliate of any of the foregoing Persons and each of their
respective Related Parties (each such Person, an “Indemnitee”) against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable
expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any other Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties hereto or thereto of their respective
obligations thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans or Letters of Credit (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release
of Hazardous Materials on, at, under or from any property owned, leased or operated by Borrower or
any of the Subsidiaries, or any Environmental Liability or Environmental Claim related in any way
to Borrower or the Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
reasonable expenses are finally judicially determined to have arisen by reason of the Indemnitee’s
gross negligence or willful misconduct.




          (c) To the extent that Borrower fails to promptly pay any amount to be paid by them to any
Agent, the Lead Arranger, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of
this Section 9.05, each Lender severally agrees to pay to such Agent, the Lead Arranger, the
Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount (other than syndication expenses); provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the applicable Agent, the Lead Arranger, the Issuing
Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro
rata share” shall be determined based upon its share of the sum of the total Revolving
Credit Exposures, outstanding Term B Loans and unused Commitments at the time.




          (d) To the extent permitted by applicable law, the Loan Parties shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.




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




          SECTION 9.06. Right of Setoff. If an Event of Default or Event of Termination shall
have occurred and be continuing, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at any time
owing by such Lender





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to or for the credit or the account of any Loan Party against any of and all the obligations
of the Loan Parties now or hereafter existing under this Agreement and other Loan Documents held by
such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement or such other Loan Document and although such obligations may be unmatured. In
connection with exercising its rights pursuant to the previous sentence, a Lender may at any time
use any Loan Party’s credit balances with the Lender to purchase at the Lender’s applicable spot
rate of exchange any other currency or currencies which the Lender considers necessary to reduce or
discharge any amount due by any Loan Party to the Lender, and may apply that currency or those
currencies in or towards payment of those amounts. The rights of each Lender under this Section
9.06 are in addition to any other rights and remedies (including other rights of setoff) which such
Lender may have. Each Lender agrees promptly to notify Borrower and the Administrative Agent after
making any setoff pursuant to this Section 9.06.




          SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 9.08. Waivers; Amendment. (a) No failure or delay of any Agent, the Issuing
Bank or any Lender in exercising any power or right hereunder or under any Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the Agents, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would otherwise have. No
waiver of any provision of this Agreement or any other Loan Document or consent to any departure by
Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default regardless
of whether an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time. No notice or demand on Borrower or any other Loan Party in any case shall
entitle the Loan Parties to any other or further notice or demand in similar or other
circumstances.




          (b) Subject to Sections 9.08(c), 9.08(d) and 9.08(e), no amendment, modification, termination
or waiver of any provision of any Loan Document, or consent to any departure by any Loan Party
therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders
and Borrower.




          (c) Subject to Section 9.08(e), without the written consent of each Lender that would be
directly affected thereby (whose consent shall be sufficient therefor without the consent of the
Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective
if the effect thereof would:





     (i) extend the scheduled final maturity of any Loan or Note;




     (ii) waive, forgive, reduce or postpone any scheduled repayment (but not prepayment);




     (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving
Credit Maturity Date;



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     (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in
the interest rate applicable to any Loan pursuant to Section 2.08) or any other fee payable
hereunder or under any other Loan Document, it being understood that any amendment or
modification to the financial definitions in this Agreement shall not constitute a reduction
in the rate of interest for purposes of this clause (iv);




     (v) extend the time for payment of any such interest or fees;




     (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect
of any Letter of Credit;




     (vii) amend, modify, terminate or waive any provision of Section 2.13, 9.08(b), this
Section 9.08(c), Section 9.08(d) or Section 9.08(e) or Section 9 of the Pledge Agreement
(except for technical amendments with respect to additional extensions of credit pursuant to
this Agreement which affect the protections to such additional extensions of credit of the
type provided to the Revolving Credit Commitments and the Term B Loans on the Effective
Date);




     (viii) amend the definition of “Requisite Lenders,” “Requisite Revolving Lenders” or
“Pro Rata Percentage”; provided that with the consent of Requisite Lenders,
additional extensions of credit pursuant hereto may be included in the determination of
“Requisite Lenders” or “Pro Rata Percentage” on substantially the same basis as the
Revolving Credit Commitments, Revolving Loans, Term B Commitments and Term B Loans are
included on the Effective Date;




     (ix) release all or substantially all of the Collateral or all or substantially all of
the guarantors from the Guarantee of the Obligations except as expressly provided in the
Loan Documents or subordinate the Liens under any Pledge Agreements or permit any Lien on
the Collateral other than those in favor of the Collateral Agent for the benefit of the
Secured Parties, it being understood that additional extensions of credit under this
Agreement consented to by the Requisite Lenders may be equally and ratably secured by the
Collateral with the then existing secured obligations under the Pledge Agreements; or




     (x) consent to the assignment or transfer by any Loan Party of any of its rights or
obligations under any Loan Document.



          (d) Subject to Section 9.08(e), no amendment, modification, termination, waiver or consent
with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party
therefrom, shall:





     (i) increase any Revolving Credit Commitment of any Lender over the amount thereof then
in effect without the written consent of such Lender; provided that no amendment,
modification, termination, waiver or consent with respect to any condition precedent,
covenant or Default shall constitute an increase in any Revolving Credit Commitment of any
Lender;




     (ii) amend, modify, terminate or waive any provision hereof relating to the Swingline
Sublimit or the Swingline Loans without the written consent of the Swingline Lender;




     (iii) amend, modify, terminate or waive any obligation of Lenders relating to the
issuance of or purchase of participations in Letters of Credit without the written consent
of both the Administrative Agent and the Issuing Bank;



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     (iv) amend, modify, terminate or waive any provision of Article VIII as the same
applies to any Agent, or any other provision hereof as the same applies to the rights or
obligations of any Agent, in each case without the written consent of such Agent;




     (v) amend, modify, terminate or waive any provision of any Loan Document specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights thereunder or make any determination to grant any consent thereunder without the
written consent of each Lender (or each Lender of such Class, as the case may be);




     (vi) amend, modify, terminate or waive the manner of application of any optional or
mandatory prepayments of Loans to the remaining amortization payments of the Term B Loans
without the written consent of Term B Lenders holding more than 50% of the outstanding Term
B Loans and, prior to the 90th day after the Effective Date, the Term B Commitments, if any;




     (vii) expressly amend, modify, supplement or waive any condition precedent in Section
4.02 to any Revolving Credit Borrowing without the written consent of the Requisite
Revolving Lenders; or




     (viii) increase the maximum duration of Interest Periods hereunder without the written
consent of all Lenders.



          (e) If, in connection with any proposed change, waiver, discharge or termination of or to any
of the provisions of this Agreement (other than as contemplated by Section 9.08(d)(i), (ii), (v)
and (vi) above), the consent of the Requisite Lenders is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained, then Borrower shall have the right,
so long as all Non-Consenting Lenders whose individual consent is required are treated as described
in either clause (i) or (ii) below, to either (i) replace each such Non-Consenting Lender or
Lenders (or, at the option of Borrower if the applicable Lender’s consent is required with respect
to less than all Classes of Loans (or related Commitments), to replace only the Commitments and/or
Loans of the applicable Non-Consenting Lender that gave rise to the need to obtain such Lender’s
individual consent) with one or more assignees pursuant to, and with the effect of an assignment
under, Section 2.20 so long as at the time of such replacement, each such assignee consents to the
proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s
Commitment (if such Lender’s consent is required as a result of its Commitment) and/or repay each
Class of outstanding Loans of such Lender that gave rise to the need to obtain such Lender’s
consent and/or cash collateralize its LC Exposure in accordance with this Agreement;
provided that, unless the Commitments that are terminated and Loans that are repaid
pursuant to the preceding clause (ii) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing
Lenders (who in each case must specifically consent thereto), then in the case of any action
pursuant to the preceding clause (ii), the Requisite Lenders (determined after giving effect to the
proposed action) shall specifically consent thereto. In addition, any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties under this Agreement
of the Revolving Lenders (but not the Term B Lenders) or the Term B Lenders (but not the Revolving
Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the
requisite percentage in interest of the affected Class of Lenders that would be required to consent
thereto under this Section 9.08 if such Class of Lenders were the only Class of Lenders hereunder
at the time.




          SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may
be contracted for, charged,





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taken, received or reserved by the Lender holding such Loan or participation in accordance
with applicable law, the rate of interest payable in respect of such Loan or participation
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan or participation but were not payable as a result of the operation of this Section 9.09
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.




          SECTION 9.10. Entire Agreement. This Agreement and the other Loan Documents
constitute the entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents; provided that any letter agreement relating to
the subject matter hereof between Borrower or LifePoint and a Lender shall remain effective in
accordance with its terms. Nothing in this Agreement or in the other Loan Documents, expressed or
implied, is intended to confer upon any party other than the parties hereto and thereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the other Loan
Documents.




          SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.




          SECTION 9.12. Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.




          SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract, and shall become effective as
provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.




          SECTION 9.14. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) The Loan Parties
hereby irrevocably and unconditionally submit, for themselves and their property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the United States of
America sitting in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or





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relating to this Agreement or the other Loan Documents, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement shall affect any right that any Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or the other Loan Documents
against the Loan Parties or their properties in the courts of any jurisdiction.




          (b) The Loan Parties hereby irrevocably and unconditionally waive, to the fullest extent they
may legally and effectively do so, any objection which they may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this
Section 9.15. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.




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




          SECTION 9.16. Confidentiality. No Agent or Lender may disclose to any Person any
confidential, proprietary or non-public information of the Loan Parties furnished to any Agent or
the Lenders by the Loan Parties (such information being referred to collectively herein as the
“Loan Party Information”), except that each Agent and each Lender may disclose Loan Party
Information (i) to its and its affiliates’ employees, officers, directors, trustees, agents,
accountants, attorneys and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Loan Party Information and
instructed to keep such Loan Party Information confidential as provided herein), (ii) to the extent
requested by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process (with notice thereof to Borrower to the
extent permitted by such laws or regulations), (iv) to any other party to this Agreement, (v) 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, (vi) subject to an agreement containing provisions substantially
the same as those of this Section 9.16, to any pledgee referred to in Section 9.04(h) or any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement, (vii) to the extent such Loan Party Information (A) is or
becomes generally available to the public on a nonconfidential basis other than as a result of a
breach of this Section 9.16 by such Agent or such Lender, or (B) is or becomes available to such
Agent or such Lender on a nonconfidential basis from a source other than the Loan Parties and
(viii) with the consent of the Loan Parties. Nothing in this provision shall imply that any party
has waived any privilege it may have with respect to advice it has received.




          SECTION 9.17. Citigroup Direct Website Communications. (a) Each Loan Party hereby
agrees that it will provide to the Administrative Agent all information, documents and other
materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan
Documents, including, without limitation, all notices, requests, financial statements, financial
and other reports, certificates and other information material, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or
other extension of credit (including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due under this Agreement
prior to the scheduled date thereof, (iii) provides notice of any Default under





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this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all
such non-excluded communications being referred to herein collectively as the
“Communications”), by transmitting the Communications in an electronic/soft medium in a
format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In
addition, each Loan Party agrees to continue to provide the Communications to the Administrative
Agent in the manner specified in the Loan Documents but only to the extent requested by the
Administrative Agent.




          (b) Each Loan Party further agrees that the Administrative Agent may make the Communications
available to the Lenders by posting the Communications on Intralinks, Fixed Income Direct or a
substantially similar electronic transmission systems (the “Platform”). Each Loan Party
acknowledges that the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such distribution.




          (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE LOAN PARTIES,
ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE LOAN PARTIES’ OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY
AGENT PARTY IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO
HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.




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




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




          SECTION 9.18. Administrative Agent and Collateral Agent as Joint Creditor. Each of
the Loan Parties and each of the Lenders agree that each of the Administrative Agent and the
Collateral





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Agent shall be a joint creditor (together with the relevant Lender) of each and every
obligation of the Loan Parties towards each of the Lenders under or in connection with the Loan
Documents, and that accordingly each of the Administrative Agent and the Collateral Agent shall
have its own independent right to demand performance by the Loan Parties of those obligations.
However, any discharge of any such obligation to the Administrative Agent or the Collateral Agent
or the relevant Lender shall, to the same extent, discharge the corresponding obligation owing to
the other.




          SECTION 9.19. Designated Senior Indebtedness. The Obligations under the Loan Documents
shall constitute “Designated Senior Indebtedness” for purposes of the Province Notes Indentures and
under any other Subordinated Debt which contains such a concept (or similar concept) and shall
constitute “Senior Indebtedness” for purposes of the indenture governing the LifePoint Notes.




[Signature Pages Follow]




-100-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	 	LAKERS HOLDING CORP.,
	 	 	     as Borrower
	 
	 	 	 	 
	

	 	By:	 	/s/ Michael J. Culotta
	

	 	 	 	 
	

	 	 	 	Name: Michael J. Culotta
	

	 	 	 	Title: Chief Financial
Officer
	 
	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.,
	 	 	     as Administrative Agent and Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ John Peruzzi
	

	 	 	 	 
	

	 	 	 	Name: John Peruzzi
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS INC.,
	 	 	     as Sole Lead Arranger and Sole Bookrunner
	 
	 	 	 	 
	

	 	By:	 	/s/ John Peruzzi
	

	 	 	 	 
	

	 	 	 	Name: John Peruzzi
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	     as Co-Syndication Agent, Issuing Bank and Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ B. Kenneth Burton, Jr.
	

	 	 	 	 
	

	 	 	 	Name: B. Kenneth Burton, Jr.
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CIBC WORLD MARKETS CORP.,
	 	 	     as Co-Syndication Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Doug Cornett
	

	 	 	 	 
	

	 	 	 	Name: Doug Cornett
	

	 	 	 	Title: Managing Director






[Lakers Holding Corp. Credit Agreement]
















 








	 	 	 	 	 	 	 
	 	 	CIBC INC.,
	 	 	as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Doug Cornett
	

	 	 	 	 
	

	 	 	 	Name:	 	Doug Cornett
	

	 	 	 	Title:	 	Authorized Signatory
	 
	 	 	 	 
	 	 	SUNTRUST BANK,
	 	 	     as Co-Syndication Agent and Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Gregory M. Ratliff
	

	 	 	 	 
	

	 	 	 	Name:	 	Gregory M. Ratliff
	

	 	 	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	UBS SECURITIES LLC,
	 	 	     as Co-Syndication Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ John C. Crockett
	

	 	 	 	 
	

	 	 	 	Name:	 	John C. Crockett
	

	 	 	 	Title:	 	Director
	 
	 	 	 	 
	

	 	By:	 	/s/ Warren Jervey
	

	 	 	 	 
	

	 	 	 	Name:	 	Warren Jervey
	

	 	 	 	Title:	 	Director and Region Americas Legal Counsel
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Wilfred V. Saint
	

	 	 	 	 
	

	 	 	 	Name:	 	Wilfred V. Saint
	

	 	 	 	Title:	 	Director
	 
	 	 	 	 
	

	 	By:	 	Richard L. Tavrow
	

	 	 	 	 
	

	 	 	 	Name:	 	Richard L. Tavrow
	

	 	 	 	Title:	 	Director






[Lakers Holding Corp. Credit Agreement]















 








	 	 	 	 	 
	 	 	FIFTH THIRD BANK N.A. (TENNESSEE),
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Sandy Hamrick
	

	 	 	 	 
	

	 	 	 	Name: Sandy Hamrick
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	KEY BANK NATIONAL ASSOCIATION,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ J.T. Taylor
	

	 	 	 	 
	

	 	 	 	Name: J.T. Taylor
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK OF KENTUCKY,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Deroy Scott
	

	 	 	 	 
	

	 	 	 	Name: Deroy Scott
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	US BANK, N.A.,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ S. Walker Choppin
	

	 	 	 	 
	

	 	 	 	Name: S. Walker Choppin
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Thomas J. McCormack
	

	 	 	 	 
	

	 	 	 	Name: Thomas J. McCormack
	

	 	 	 	Title: Vice President





[Lakers Holding Corp. Credit Agreement]













 






	 	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Edward C.A. Forsberg, Jr.
	

	 	 	 	 
	

	 	 	 	Name: Edward C.A. Forsberg, Jr.
	

	 	 	 	Title: Senior Vice
President & Manager 
	 
	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ David A. Bennett
	

	 	 	 	 
	

	 	 	 	Name: David A. Bennett
	

	 	 	 	Title: Vice
President
	 
	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL CORP.,

     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Michael E. O’Brien
	

	 	 	 	 
	

	 	 	 	Name: Michael E. O’Brien
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	SOVEREIGN BANK,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Sarah T. Healy
	

	 	 	 	 
	

	 	 	 	Name: Sarah T. Healy
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	UNION PLANTERS BANK, N.A.,
	 	 	     as Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Carol S. Geraghty
	

	 	 	 	 
	

	 	 	 	Name: Carol S. Geraghty
	

	 	 	 	Title: Vice President





[Lakers Holding Corp. Credit Agreement]