‘Bank Product Agreements’ means those agreements entered into from time to time byBorrower or its Subsidiaries with Lender in connection with the obtaining of any of the BankProducts.‘Bank Product Obligations’ means (a) all obligations, liabilities, reimbursementobligations, fees, or expenses owing by Borrower or its Subsidiaries to Lender pursuant toor evidenced by a Bank Product Agreement and irrespective of whether for the payment ofmoney, whether direct or indirect, absolute or contingent, due or to become due, nowexisting or hereafter arising.‘Maintenance Capital Expenditures’ means, as of any date of determination, an amountequal to the lesser of (a) actual Capital Expenditures and (b) an amount equal to (i) thenumber of Available Beds as of such date of determination multiplied by (ii) $600.”          (b) The definition of “Financing Agreements” set forth in Section 1.1 of the Loan Agreement ishereby amended to delete the reference to “any Hedging Agreement, the Certificates and the MasterLetter of Credit Agreement” and substitute in lieu thereof a reference to “the Certificates, theMaster Letter of Credit Agreement, any Hedging Agreement and any other Bank Product Agreement.”          (c) The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the LoanAgreement is hereby amended to delete the reference to “Net Capital Expenditures” and substitutein lieu thereof a reference to “Maintenance Capital Expenditures.”          (d) The definition of “Indebtedness” set forth in Section 1.1 of the Loan Agreement is herebyamended to delete the reference to “Hedging Obligations” and substitute in lieu thereof a referenceto Bank Product Obligations. Each other Financing Agreement is hereby amended to delete anyreference to “Hedging Obligation” (or the plural thereof, as applicable) therein and substitute inlieu thereof a reference to “Bank Product Obligation” (or the plural thereof, as applicable).          (e) The definition of “Liabilities” set forth in Section 1.1 of the Loan Agreement is herebyamended and restated in its entirety to read as follows:“‘Liabilities’ means any and all of each of the Borrower’s liabilities, obligationsand Indebtedness to the Lender of any and every kind and nature, whether heretofore, now orhereafter owing, arising, due or payable and howsoever evidenced, created, incurred,acquired, or owing, whether primary, secondary, direct, indirect, contingent, absolute,fixed or otherwise (including, without limitation, payments of or for principal, interest,fees, costs, expenses, and/or indemnification, and obligations of performance) and whetherarising or existing under written agreement, oral agreement, or by operation of law,including, without limitation, all of each Borrower’s Indebtedness, liabilities andobligations to the Lender under this Agreement (whether relating to any of the Loans orotherwise and including, without limitation, all of each Borrower’s Bank ProductObligations) or the Financing Agreements to which Borrower is a party, and anyrefinancings, substitutions, extensions, renewals, replacements and modifications for or ofany or all of the foregoing.”
 

 
          (f) Section 1.1 of the Loan Agreement is hereby amended to delete the definitions of “HedgingObligation” and “Net Capital Expenditures,” each in its entirety.     3. Conditions Precedent. The amendment contained in Section 2 hereof is subject to,and contingent upon, the prior or contemporaneous satisfaction of the following conditionsprecedent:          (a) The Borrower and Lender shall have executed and delivered to each other this Amendment,and          (b) The Lender shall have received a Reaffirmation of Guaranty by Guarantor in form andsubstance satisfactory to the Lender in its sole and absolute discretion;          (c) The Lender shall have received a Reaffirmation of each Pledge Agreement by the respectivePledgors, each in form and substance satisfactory to the Lender in its sole and absolutediscretion;          (d) The Borrower shall have paid to the Lender an amendment fee in the amount of $75,000 whichfee shall be nonrefundable and deemed fully earned as of the date hereof; and          (e) The Lender shall have received, in form and substance reasonably satisfactory to theLender, all consents, agreements, and other documents which Lender may at any time reasonablyrequest.     4. Termination of Waiver. Effective as of the date hereof, the “Conditional Waiver”(as such term is defined in that certain Limited Waiver dated November 3, 2008, by and among theBorrower and Lender) is hereby revoked. On and after the date hereof the Borrower shall berequired to comply in full with the Minimum Fixed Charge Coverage Ratio set forth in Section9.12(a) of the Loan Agreement.     5. Reference to and Effect on the Loan Agreement.          (a) Except as otherwise expressly provided herein, the Loan Agreement and all of the otherFinancing Agreements shall remain unmodified and continue in full force and effect and are herebyratified and confirmed.          (b) Except as otherwise expressly provided herein, the execution, delivery and effectivenessof this Amendment shall not operate as a waiver of: (i) any right, power or remedy of the Lenderunder the Loan Agreement or any of the other Financing Agreements, or (ii) any Default or Event ofDefault under the Loan Agreement.     6. Costs, Expenses and Taxes. Without limiting the obligation of the Borrower toreimburse the Lender for costs, fees, disbursements and expenses incurred by the Lender asspecified in the Loan Agreement, the Borrower agrees to pay on demand all reasonable costs, fees,disbursements and expenses of the Lender in connection with the preparation, execution and deliveryof this Amendment and the other agreements, instruments and documents
 

 
contemplated hereby,including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses.     7. Representations and Warranties of the Borrower. The Borrower hereby represents andwarrants to the Lender, which representations and warranties shall survive the execution anddelivery hereof, that on and as of the date hereof and after giving effect to this Amendment:          (a) The Borrower has the requisite power and authority to execute, deliver and perform itsobligations under this Amendment. This Amendment has been duly authorized by all necessary actionof the Borrower. This Amendment constitutes the legal, valid and binding obligation of theBorrower, enforceable against the Borrower in accordance with its terms, subject to the effectof any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’rights generally and general principles of equity;          (b) The Borrower’s representations set forth in the Loan Agreement and in the FinancingAgreements are true, correct and complete on and as of the date hereof; and          (c) No Default or Event of Default has occurred and is continuing.     8. Release by the Borrower. In further consideration of the Lender’s execution ofthis Waiver, the Borrower (on behalf of itself and its directors, officers, managers, members,employees, successors and assigns) hereby forever remises, releases, acquits, satisfies and foreverdischarges the Lender and its successors, assigns, affiliates, officers, employees, directors,agents and attorneys (collectively, the “Releasees”) from any and all claims, demands,liabilities, disputes, damages, suits, controversies, penalties, fees, costs, expenses, actions andcauses of action (whether at law or in equity) and obligations of every nature whatsoever, whetherliquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that theBorrower (or any of its directors, officers, managers, members, employees, successors or assigns)ever had or now has against or seek from any or all of the Releasees, that arise from or relate toany actions, omissions, conditions, events or circumstances prior to the date hereof, including,without limitation, with respect to the Liabilities, any Collateral, the Loan Agreement, and/or anyof the other Financing Agreements.     9. Reference to Loan Agreement; No Waiver.          (a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “thisLoan Agreement,” “this Agreement”, “hereunder,” “hereof,” “herein” or words of like import shallmean and be a reference to the Loan Agreement as amended hereby. The term “Financing Agreements”as defined in Section 1.1 of the Loan Agreement shall include (in addition to the FinancingAgreements described in the Loan Agreement) this Amendment and any other agreements, instruments orother documents executed in connection herewith.          (b) The Lender’s failure, at any time or times hereafter, to require strict performance by theBorrower of any provision or term of the Loan Agreement, this Amendment or the other FinancingAgreements shall not waive, affect or diminish any right of the Lender hereafter to demand strictcompliance and performance herewith or therewith. Any suspension or waiver by the Lender of abreach of this Amendment or any Event of Default under the Loan
 

 
Agreement shall not, except asexpressly set forth herein, suspend, waive or affect any other breach of this Amendment or anyEvent of Default under the Loan Agreement, whether the same is prior or subsequent thereto andwhether of the same or of a different kind or character. None of the undertakings, agreements,warranties, covenants and representations of the Borrower contained in this Amendment, shall bedeemed to have been suspended or waived by the Lender unless such suspension or waiver is: (i) inwriting and signed by the Lender, and (ii) delivered to the Borrower. In no event shall theLender’s execution and delivery of this Amendment establish a course of dealing among the Lender,the Borrower or any other obligor or in any other way obligate the Lender to hereafter provide anyamendments or waivers with respect to the Loan Agreement. The terms and provisions of thisAmendment shall be limited precisely as written and shall not be deemed: (A) to be a consent to amodification (except as expressly provided herein) or waiver of any other term or condition of theLoan Agreement or of any other Financing Agreement, or (B) to prejudice any right or remedy thatthe Lender may now have under or in connection with the Loan Agreement or any of the otherFinancing Agreements.     10. Successors and Assigns. This Amendment shall be binding upon and inure to thebenefit of the Lender and each of the other parties hereto and their respective successors andassigns; provided, however, the Borrower may not assign this Amendment or any of the Borrower’srights hereunder without the Lender’s prior written consent. Any prohibited assignment of thisAmendment shall be absolutely null and void. This Amendment may only be amended or modified by awriting signed by the Lender and the Borrower.     11. Severability; Construction. Wherever possible, each provision of this Amendmentshall be interpreted in such a manner so as to be effective and valid under applicable law, but ifany provision of this Amendment is held to be prohibited by or invalid under applicable law, suchprovision or provisions shall be ineffective only to the extent of such provision and invalidity,without invalidating the remainder of this Amendment. The term “Borrower” as used herein shallmean either one or more particular Borrowers or all of the Borrowers collectively as the Lendershall determine in its sole and absolute good faith discretion.     12. Governing Law. This Amendment shall be deemed to be a contract made under thelaws of the State of Illinois, and the rights and obligations of the parties hereunder shall beconstrued in accordance with and be enforced and governed by the internal laws of the State ofIllinois, without regard to conflict of law or choice of law principles.     13. Counterparts; Facsimile or Other Electronic Transmission. This Amendment may beexecuted in one or more counterparts, each of which taken together shall constitute one and thesame instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or otherelectronic transmission shall be equally as effective as delivery of a manually executedcounterpart of this Amendment. Any party delivering an executed counterpart of this Amendment bytelefacsimile or other electronic transmission shall also deliver a manually executed counterpartof this Amendment, but the failure to deliver a manually executed counterpart shall not affect thevalidity, enforceability or binding effect of this Amendment.****Signature Page Follows****
 

 
     **IN WITNESS WHEREOF**, the undersigned have caused this Third Amendment to Loan Agreement to beduly executed and delivered as of the date first above written.      **BORROWER:**