MAKE PROPOSALS TO, OR DO BUSINESS WITH,
PARTICIPANT OR ITS AFFILIATES.
PARTICIPANT AND ITS AFFILIATES SHALL NOT BE
REQUIRED TO ACCEPT ANY SUCH PROPOSAL, OR TO DO ANY SUCH BUSINESS, AS A RESULT OF
THIS AGREEMENT OR ANY OTHER BUSINESS RELATIONSHIP BETWEEN HPG AND PARTICIPANT
AND THEIR RESPECTIVE AFFILIATES.
IT IS UNDERSTOOD BY THE PARTIES THAT EXECUTION
OF THIS AGREEMENT DOES NOT GIVE RISE TO ANY OBLIGATION WHATSOEVER, EITHER
EXPRESS OR IMPLIED, ON THE PART OF PARTICIPANT OR ANY OF ITS AFFILIATES TO
PROVIDE ANY BUSINESS OR REFERRALS TO HPG, ANY PARTNER IN HPG, OR ANY AFFILIATES
OF HPG OR ANY AFFILIATES OF SUCH PARTNER.
IT IS UNDERSTOOD BY THE PARTIES THAT
EXECUTION OF THIS AGREEMENT DOES NOT GIVE RISE TO ANY OBLIGATION WHATSOEVER,
EITHER EXPRESS OR IMPLIED, ON THE PART OF HPG OR ANY OF ITS AFFILIATES TO
PROVIDE ANY BUSINESS OR REFERRALS TO PARTICIPANT OR ANY AFFILIATES OF
PARTICIPANT.
(E)
ISSUANCE OF LIMITED PARTNERSHIP INTEREST.
WITHIN A REASONABLE PERIOD FOLLOWING THE EXECUTION OF THIS AGREEMENT, HPG WILL
AGREE TO ISSUE TO PARTICIPANT A LIMITED PARTNERSHIP PERCENTAGE INTEREST IN HPG
EQUAL TO THE RATIO OF PARTICIPANT'S TOTAL SUPPLY EXPENSE FOR CALENDAR YEAR 2004
(LESS THE AMOUNT ATTRIBUTABLE TO THOSE CONTRACTS LISTED ON EXHIBIT A WHICH WILL
NOT BE CONVERTED TO VENDOR CONTRACTS), DIVIDED BY THE AGGREGATE TOTAL SUPPLY
EXPENSE FOR PARTICIPANT AND ALL OTHER EQUITY OWNERS OF HPG FOR CALENDAR YEAR
2004 (THE "LIMITED PARTNERSHIP INTEREST"), SUBJECT TO THE FOLLOWING LIMITATION.
"SUPPLY EXPENSE" AS USED IN THIS SECTION 3 IS DEFINED TO INCLUDE ALL
MEDICAL-SURGICAL SUPPLIES AND PHARMACEUTICAL PRODUCTS, PURCHASED DURING THE
RELEVANT TIME PERIOD.
AS A CONDITION TO SUCH ISSUANCE, PARTICIPANT WILL BE
REQUIRED TO EXECUTE AMENDMENT NO. 6 TO THE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF HEALTHTRUST PURCHASING GROUP, L.P. DATED AS OF MAY 11,
1999 (THE "LIMITED PARTNERSHIP AGREEMENT") AND WILL BE SUBJECT TO ALL OF THE
OBLIGATIONS AND CONDITIONS AND ENTITLED TO ALL OF THE BENEFITS OF A LIMITED
PARTNER THEREUNDER.
HPG FURTHER AGREES TO HAVE THE LIMITED PARTNERSHIP
AGREEMENT AMENDED SUCH THAT (I) WITH RESPECT TO ALLOCATION UNDER THE LIMITED
PARTNERSHIP AGREEMENT AS RELATED TO NON-EQUITY PARTICIPANT GENERATED INCOME,
PARTICIPANT WILL RECEIVE AN ANNUAL ALLOCATION ONLY WITH RESPECT TO THAT PORTION
OF THE NON-EQUITY PARTICIPANT INCOME THAT EXCEEDS THAT ACTUALLY RECEIVED BY HPG
FROM JANUARY 1, 2004 THROUGH OCTOBER 27, 2004, AND (II) WITH RESPECT TO EACH
PARTNER'S OWNERSHIP INTEREST, SUCH WILL BE RECALCULATED ANNUALLY BASED ON EACH
PARTNER'S PRORATA PORTION OF PURCHASES UNDER VENDOR CONTRACTS.
THE PARTIES
ACKNOWLEDGE THAT THE EXACT PERCENTAGE OF PARTICIPANT'S LIMITED PARTNERSHIP
INTEREST MAY BE ADJUSTED BASED ON THE ADDITION OF NEW LIMITED PARTNERS TO HPG.
HPG AGREES TO CONSULT WITH PARTICIPANT CONCERNING ANY POSSIBLE CANDIDATE TO
BECOME A PARTNER OF HPG.
IN THE EVENT HPG IS REORGANIZED INTO ANOTHER LEGAL
ENTITY, PARTICIPANT SHALL RECEIVE A PERCENTAGE INTEREST IN THE NEW HPG LEGAL
ENTITY THAT IS THE SAME AS THAT FOR ITS LIMITED PARTNERSHIP INTEREST AT THE TIME
OF THE REORGANIZATION.
IN THE EVENT THIS PARTICIPATION AGREEMENT IS