letters of credit, bankers' acceptances or bank guarantees,
in each case except to the extent of drawn and unreimbursed amounts thereunder,
provided that any unreimbursed amount under letters of credit shall be counted
as Consolidated Indebtedness only if not reimbursed within three Business Days
after such amount is drawn; unrestricted subsidiaries shall not be included in
any determination of "Consolidated Indebtedness".
minus (b) the aggregate amount of Unrestricted cash and Cash Equivalents of the
Borrower and its Restricted Subsidiaries as of such date
Consolidated Total Net Indebtedness
(2) Consolidated EBITDA for the Test Period most recently ended (as calculated
in Schedule 4 hereof);
Consolidated Total Net Indebtedness to Consolidated EBITDA [
]:1.00
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TABLE OF CONTENTS
IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as an Authorized
Officer of Capella Healthcare, Inc., has executed this certificate for and on
behalf of Capella Healthcare, Inc. and has caused this certificate to be
delivered this
day of
, 20[
].
Capella Healthcare, Inc. By:
Name: Title:
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TABLE OF CONTENTS
EXHIBIT J-1
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT1
This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item [1][2] below ([the] [each, an] "Assignor") and [the]
[each] Assignee identified in item 2 below ([the] [each, an] "Assignee"). [It is
understood and agreed that the rights and obligations of such [Assignees][and
Assignors] hereunder are several and not joint.] Capitalized terms used herein
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, restated, amended and restated,
supplemented and/or otherwise modified from time to time, the "Credit
Agreement"). The Standard Terms and Conditions for Assignment and Assumption
Agreement set forth in Annex 1 hereto (the "Standard Terms and Conditions") are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations under the
respective Classes identified below ([the] [each, an] "Assigned Interest").
[Each] [Such] sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment, without representation or
warranty by [the][any] Assignor.
[1. Assignor:
2. Assignee:
]2
1
This Form of Assignment and Assumption Agreement should be used by Lenders
for an assignment to a single Assignee or to funds managed by the same or
related investment