This AMENDMENT NO. 2, dated as of September 18, 2024 (this “Amendment”), is

Exhibit 10.14

Execution Version

This AMENDMENT NO. 2, dated as of September 18, 2024 (this “ Amendment ”), is

entered into by and among AHP HEALTH PARTNERS, INC. , a Delaware corporation (the

“ Borrower ”), ARDENT HEALTH PARTNERS, INC. (f/k/a Ardent Health Partners, LLC), a Delaware

corporation (“ Parent ”), the Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A. , as

the Additional 2024 Term B Lender (as defined in Annex A ) and as Administrative Agent (as defined in

the Existing Credit Agreement referred to below).

W I T N E S S E T H:

WHEREAS, the Borrower, Parent, the Guarantors, the Lenders from time to time party

thereto and the Administrative Agent are party to that certain Xxxxxxx and Restated Term Loan Credit

Agreement dated as of August 24, 2021 (as amended, restated, amended and restated, supplemented or

otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”);

WHEREAS, (i) each Converting Consenting Lender (as defined in Annex A ) has agreed,

on the terms and conditions set forth herein, to consent to this Amendment and to have all of its

outstanding Initial Term Loans (as defined in Annex A ) (or such lesser amount as notified and allocated

to such Converting Consenting Lender by the Lead Arrangers (as defined below)) converted to an

equivalent principal amount of 2024 Term B Loans (as defined in Annex A ) effective as of the

Amendment No. 2 Effective Date (as defined below) (the “ Converted 2024 Term B Loans ”), (ii) each

Non-Converting Consenting Lender (as defined in Annex A ) has agreed, on the terms and conditions set

forth herein, to consent to this Amendment and to have all of its outstanding Initial Term Loans prepaid

and will purchase by assignment from the Additional 2024 Term B Lender 2024 Term B Loans in a

principal amount equal to the principal amount of such Initial Term Loans (or such lesser amount as

notified and allocated to such Non-Converting Consenting Lender by the Lead Arrangers) and (iii) the

Additional 2024 Term B Lender has agreed to fund 2024 Term B Loans in a principal amount equal to the

principal amount of any outstanding Initial Term Loans that are not converted into 2024 Term B Loans on

the Amendment No. 2 Effective Date as described in clause (i) above (the “ Additional 2024 Term B

Loans ”), the proceeds of which will be used by the Borrower to repay in full such non-converted Initial

Term Loans;

WHEREAS, subject to the terms and conditions set forth herein, (i) the 2024 Term B

Loans shall constitute “Term Loans” and “Loans” and (ii) each 2024 Term B Lender shall become a

“Term Loan Lender” and a “Lender” (if such 2024 Term B Lender is not already a Lender or a Term

Loan Lender, as applicable, prior to the effectiveness of this Amendment) and shall have all the rights and

obligations of a Lender holding a Term Loan;

WHEREAS, pursuant to Sections 2.16 and 11.01 of the Existing Credit Agreement, the

Existing Credit Agreement may be amended by the Borrower, each Lender providing Refinancing Term

Loans and the Required Lenders, and acknowledged by the Administrative Agent;

WHEREAS, the Loan Parties, the Administrative Agent and the Lenders party hereto

desire to amend the Existing Credit Agreement on the terms set forth herein;

WHEREAS, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Xxxxxx Xxxxxxx

Senior Funding, Inc. shall act as the joint lead arrangers and lead bookrunners for this Amendment (the

“ Lead Arrangers ”) and Capital One, National Association shall act as the co-manager for this

Amendment.

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NOW, THEREFORE, in consideration of the premises and for other good and valuable

consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto

hereby agree as follows:

SECTION 1. Defined Terms . Capitalized terms used but not defined herein shall have

the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this

Amendment (the “ Amended Credit Agreement ”).

SECTION 2. Amendments and Consents to the Existing Credit Agreement .  Effective

as of the Amendment No. 2 Effective Date (as defined below), the Existing Credit Agreement is hereby

amended by deleting the stricken text (indicated textually in the same manner as the following example:

stricken text ) and adding the double-underlined text (indicated textually in the same manner as the

following example: double-underlined text ) as set forth in the pages of the Existing Credit Agreement

attached as Annex A hereto.

SECTION 3. Conditions to the Amendment Becoming Effective .  This Amendment

shall become effective on the date (such date being referred to as the “ Amendment No. 2 Effective

Date ”), when each of the following conditions shall have been satisfied:

(a) (i) the Borrower and the Guarantors shall have executed and delivered

counterparts of this Amendment to the Administrative Agent, (ii) each Converting Consenting Lender and

each Non-Converting Consenting Lender shall have executed and delivered counterparts of this

Amendment to the Administrative Agent, (iii) the Additional 2024 Term B Lender shall have executed

and delivered a counterpart of this Amendment to the Administrative Agent, (iv) the Required Lenders

shall have executed and delivered a counterpart of this Amendment to the Administrative Agent and (v)

the Administrative Agent shall have executed a counterpart of this Amendment;

(b) Payment by the Borrower of all reasonable fees and documented and reasonable

out-of-pocket expenses due to the Administrative Agent and the Lead Arrangers, including, to the extent

invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date, reimbursement or

payment of all reasonable out-of-pocket expenses (including the reasonable legal fees and expenses of

Xxxxxx Xxxxxx & Xxxxxxx llp, counsel to the Administrative Agent and the Lead Arrangers);

(c) the representations and warranties of the Loan Parties contained in Section 4

hereof shall be true and correct in all material respects (without duplication of any materiality qualifier

contained therein) on and as of the Amendment No. 2 Effective Date, except to the extent that such

representations and warranties expressly relate to an earlier date (in which event such representations and

warranties were true and correct in all material respects (without duplication of any materiality qualifier

contained therein) as of such earlier date);

(d) prior to and immediately after the Amendment No. 2 Effective Date, no Default

or Event of Default shall have occurred and be continuing;

(e) The Administrative Agent shall have received (i) copies of the Organization

Documents of the Borrower certified to be true and complete as of a recent date by the appropriate

Governmental Authority of the state or other jurisdiction of its incorporation or organization, where

applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct in all

material respects as of the Amendment No. 2 Effective Date (or, in the alternative, a certification by a

Responsible Officer that no modifications to the Organization Documents delivered on the Effective Date

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have occurred since the Effective Date), (ii) copies of such certificates of resolutions or other action,

incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the

Administrative Agent may reasonably request prior to the Amendment No. 2 Effective Date evidencing

the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible

Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a

party and (iii) copies of such documents and certifications as the Administrative Agent may reasonably

request prior to the Amendment No. 2 Effective Date to evidence that the Borrower is duly organized or

formed, and is validly existing, in good standing and qualified to engage in business in its state of

organization or formation;

(f) The Borrower shall have, immediately after the making of 2024 Term B Loans

under the Amended Credit Agreement, (i) prepaid all Initial Term Loans (other than Initial Term Loans

that are Converted 2024 Term B Loans) outstanding immediately prior to the Amendment No. 2 Effective

Date and (ii) paid to all Initial Term Lenders all accrued and unpaid interest, fees or other outstanding

amounts on their Initial Term Loans outstanding immediately prior to the Amendment No. 2 Effective

Date to, but not including, the Amendment No. 2 Effective Date;

(g) The Administrative Agent shall have received, in form and substance reasonably

satisfactory to it, the results of customary UCC, tax and judgment lien searches;

(h) The Administrative Agent and each Lender providing 2024 Term B Loans shall

have received, at least three (3) Business Days prior to the Amendment No. 2 Effective Date, (i) all

documentation and other information required by bank regulatory authorities under applicable “know

your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and

(ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership

Regulation, a Beneficial Ownership Certification in relation to the Borrower, in each case, to the extent

reasonably requested by such Person in writing at least ten (10) Business Days prior to the Amendment

No. 2 Effective Date; and

(i) The Administrative Agent shall have received for each Mortgaged Property (i) a

completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination

and (ii) to the extent a Mortgaged Property is located in an area identified by the Federal Emergency

Management Agency (or any successor agency) as a special flood hazard area with respect to which flood

insurance has been made available under the Flood Insurance Laws, a notice about special flood hazard

area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party

relating thereto together with a copy of, or a certificate as to coverage under, and a declaration page

relating to, the insurance policies to the extent required by Section 7.07(b) of the Existing Credit

Agreement. This condition has been satisfied.

For purposes of determining compliance with the conditions specified in this Section 3, by its

execution of this Amendment, each Converting Consenting Lender and each Non-Converting Consenting

Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document

or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such

Converting Consenting Lender or such Non-Converting Consenting Lender, as applicable, unless the

Administrative Agent shall have received notice from such Converting Consenting Lender or such Non-

Converting Consenting Lender, as applicable, prior to the proposed Amendment No. 2 Effective Date

specifying its objection thereto.  For the avoidance of doubt, the Amendment No. 2 Effective Date is

September 18, 2024.

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SECTION 4. Representations and Warranties :  On and as of the Amendment No. 2

Effective Date, after giving effect to this Amendment, each Loan Party represents and warrants as

follows:

(a) The execution, delivery and performance by each Loan Party of this Amendment

has been duly authorized by all necessary corporate or other organizational action, and does not (i)

contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any

breach or contravention of, or the creation of any Lien under (A) any material Contractual Obligation to

which such Person is a party or (B) any order, injunction, writ or decree of any Governmental Authority

or any arbitral award to which such Person or its property is subject; (iii) violate any Law (including,

without limitation, Regulation U or Regulation X issued by the FRB); (iv) result in a limitation on any

licenses, permits or other approvals applicable to the business, operations or properties of any Loan

Party; or (v) materially and adversely affect the ability of any Loan Party to participate in any Medical

Reimbursement Programs (except, in the cases of clauses (ii)(A), (iii) and (iv), as could not reasonably

be expected to have a Material Adverse Effect).

(b) This Amendment has been duly executed and delivered by each Loan Party that

is party hereto.  This Amendment constitutes a legal, valid and binding obligation of each Loan Party

that is party hereto, enforceable against each such Loan Party in accordance with its terms except as

enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to

enforceability.

(c) The representations and warranties of the Borrower and each other Loan Party

contained in Article VI of the Amended Credit Agreement or any other Loan Document are true and

correct in all material respects (and in all respects if any such representation or warranty is already

qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true and

correct in all material respects (and in all respects if any such representation or warranty is already

qualified by materiality) as of such earlier date.

(d) No Default or Event of Default exists or would result from the effectiveness of

this Amendment, including the incurrence of the 2024 Term B Loans.

(e) As of the Amendment No. 2 Effective Date, to the best knowledge of the

Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the

Amendment No. 2 Effective Date to any Lender in connection with this agreement is true and correct in

all respects.

(f) Parent and its Subsidiaries, on a consolidated basis, are Solvent.

SECTION 5. Waivers .  The Lenders having Initial Term Loans that are prepaid in

connection with the making of the 2024 Term B Loans and not constituting Non-Converting Consenting

Lenders or Converting Consenting Lenders shall be entitled to the benefits of Section 3.05 of the Existing

Credit Agreement with respect thereto.  The Non-Converting Consenting Lenders and the Converting

Consenting Lenders hereby waive the benefits of Section 3.05 of the Existing Credit Agreement with

respect to the prepayment of their Initial Term Loans in connection with this Amendment. This

Amendment shall constitute a Prepayment Notice with respect to the Initial Term Loans and the Lenders

party to this Amendment hereby waive any additional Prepayment Notice requirement with respect to the

Initial Term Loans being prepaid in connection with this Amendment.

-5-

SECTION 6. Effect of Amendment.    Except as expressly set forth herein, this

Amendment (at the time it is effective and at the time it is operative) shall not alter, modify, amend or in

any way affect any of the terms, conditions, obligations, covenants or agreements contained in the

Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan

Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. 

As of the Amendment No. 2 Effective Date, each reference in the Existing Credit Agreement to “this

Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other

Loan Documents to the Existing Credit Agreement (including, without limitation, by means of words like

“thereunder,” “thereof” and words of like import), shall mean and be a reference to the Existing Credit

Agreement as amended hereby, and this Amendment and the Existing Credit Agreement shall be read

together and construed as a single instrument.  This Amendment shall constitute a Loan Document on the

Amendment No. 2 Effective Date.

SECTION 7. Fees and Expenses.  The Borrower agrees to pay in accordance with the

terms of Section 11.04 of the Existing Credit Agreement all reasonable and documented out-of-pocket

costs and expenses of the Administrative Agent in connection with the preparation, reproduction,

execution and delivery of this Amendment (including Attorney Costs).

SECTION 8. Fungibility.  From and after the Amendment No. 2 Effective Date, the

parties shall treat all of the 2024 Term B Loans (whether issued for cash or in exchange for Initial Term

Loans) as one fungible tranche for U.S. federal income tax purposes.

SECTION 9. Counterparts .  This Amendment may be executed in any number of

counterparts and by different parties hereto on separate counterparts, each of which when so executed and

delivered shall be an original, but all of which shall together constitute one and the same instrument.  A

set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the

Administrative Agent. Delivery of an executed signature page of this Amendment by facsimile

transmission or Electronic Transmission shall be as effective as delivery of a manually executed

counterpart hereof. This Agreement and any document, amendment, approval, consent, information,

notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a

“ Communication ”), including Communications required to be in writing, may be in the form of an

Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined

below), including, without limitation, facsimile and/or .pdf. Each of the Loan Parties, the Administrative

Agent and each of the Lenders party hereto agree that any Electronic Signature (including, without

limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on such

Person to the same extent as a manual, original signature, and that any Communication entered into by

Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable

against such Person in accordance with the terms thereof to the same extent as if a manually executed

original signature was delivered. Any Communication may be executed in as many counterparts as

necessary or convenient, including both paper and electronic counterparts, but all such counterparts are

one and the same Communication. For the avoidance of doubt, the authorization under this paragraph

may include, without limitation, use or acceptance of a manually signed paper Communication which has

been converted into electronic form (such as scanned into PDF format), or an electronically signed

Communication converted into another format, for transmission, delivery and/or retention. The

Administrative Agent and each of the Lenders may, at its option, create one or more copies of any

Communication in the form of an imaged Electronic Record (“ Electronic Copy ”), which shall be deemed

created in the ordinary course of such Person’s business, and destroy the original paper document. All

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Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered

an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper

record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no

obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by

the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the

foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the

Administrative Agent and the Lenders shall be entitled to rely on any such Electronic Signature

purportedly given by or on behalf of any Loan Party without further verification and (ii) upon the request

of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed,

original counterpart. For purposes hereof, “ Electronic Record ” and “ Electronic Signature ” shall have

the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 10. Notice of Refinancing .  Pursuant to this Amendment, the Borrower hereby

requests a Borrowing of 2024 Term B Loans in an aggregate principal amount of $777,500,000.00, with

such Borrowing to be made as Term SOFR Loans on the Amendment No. 2 Effective Date and to have

an Interest Period under the Amended Credit Agreement ending on September 30, 2024.  This

Amendment shall constitute a Loan Notice with respect to the 2024 Term B Loans and each 2024 Term

B Lender party hereto hereby waives any prior notice requirement under Section 2.02(a) of the Amended

Credit Agreement.

SECTION 11. Acknowledgement and Affirmation .  Each Loan Party hereto hereby

expressly acknowledges as of the Amendment No. 2 Effective Date, (i) all of its obligations under the

Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and remain

in full force and effect on a continuous basis, (ii) its grant of Liens and security interests pursuant to the

Security Agreements and the other Collateral Documents are reaffirmed and remain in full force and

effect after giving effect to this Amendment, (iii) the Obligations include, among other things and without

limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the

Loans (including, without limitation, the 2024 Term B Loans) and (iv) except as expressly set forth

herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of

the Administrative Agent or Lenders, constitute a waiver of any provision of or be construed as, or be

intended to be construed as, a novation of any of the Loan Documents or serve to effect a novation of the

Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the

same, which instruments shall remain and continue in full force and effect.  Without limiting the

generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and

shall continue to secure the payment of all Obligations of the Loan Parties under the Existing Credit

Agreement and the other Loan Documents, in each case, as amended by this Amendment.

SECTION 12. Applicable Law .  THIS AMENDMENT SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH

STATE.

SECTION 13. Headings Descriptive .  The headings of the several Sections and

subsections of this Amendment are inserted for convenience only and shall not in any way affect the

meaning or construction of any provision of this Amendment.

[SIGNATURE PAGES FOLLOW]

[Ardent - Signature Page to Amendment No. 2]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by

their respective officers thereunto duly authorized, as of the date first above written.

AHP HEALTH PARTNERS, INC.

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Senior Vice President, Treasurer

ARDENT HEALTH PARTNERS, INC.

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Senior Vice President, Treasurer

ARDENT LEGACY HOLDINGS, LLC

LHP HOSPITAL GROUP, INC.

AHS NEWCO 17, LLC

AHS NEWCO 18, LLC

AHS OKLAHOMA, LLC

AHS HILLCREST HEALTHCARE SYSTEM, LLC

AHS MANAGEMENT COMPANY, INC.

AHS EAST TEXAS HEALTH SYSTEM, LLC

BSA HEALTH SYSTEM OF AMARILLO, LLC

AHS KANSAS HEALTH SYSTEM, INC.

SOUTHWEST MEDICAL ASSOCIATES, LLC

XXXXXXXX HEALTH SYSTEM, LLC

AHS ALBUQUERQUE HOLDINGS, LLC

LHS SERVICES, INC.

AHS CLAREMORE REGIONAL HOSPITAL, LLC

AHS OKLAHOMA HEART, LLC

AHS XXXXXXX HOSPITAL, LLC

AHS HENRYETTA HOSPITAL, LLC

AHS OKLAHOMA PHYSICIAN GROUP, LLC

AHS HILLCREST MEDICAL CENTER, LLC

AHS MANAGEMENT SERVICES OF

OKLAHOMA, LLC

AHS XXXXX HOSPITAL, LLC

XXXXXX MEDICAL CENTER, LLC

AHS SOUTHCREST HOSPITAL, LLC

AHS TULSA HOLDINGS, LLC

BSA HOSPITAL, LLC

BSA HEALTH SYSTEM MANAGEMENT, LLC

BSA HEALTH SYSTEM HOLDINGS, LLC

BSA PHYSICIANS GROUP, INC.

XXX XXXXXXXXXX PHYSICIANS, INC.

BSA AMARILLO DIAGNOSTIC CLINIC, INC.

[Ardent - Signature Page to Amendment No. 2]

LHP OPERATIONS CO., LLC

LHP MANAGEMENT SERVICES, LLC

LHP TEXAS PHYSICIANS, LLC

LHP MONTCLAIR LLC

LHP PASCACK VALLEY, LLC

LHP POCATELLO, LLC

LHP HH/KILLEEN, LLC

LHP BAY COUNTY, LLC

LHP IT SERVICES, LLC

LHP TEXAS MD SERVICES, INC.

ATHENS HOSPITAL, LLC

CARTHAGE HOSPITAL, LLC

XXXXXXXXX HOSPITAL, LLC

JACKSONVILLE HOSPITAL, LLC

PITTSBURG HOSPITAL, LLC

QUITMAN HOSPITAL, LLC

TYLER REGIONAL HOSPITAL, LLC

REHABILITATION HOSPITAL, LLC

SPECIALTY HOSPITAL, LLC

EAST TEXAS HOLDINGS, LLC

ETMC PHYSICIAN GROUP, INC.

EAST TEXAS AIR ONE, LLC

NEW MEXICO HEART INSTITUTE, LLC

AHS TEXAS, LLC

AHS BSA, LLC

AHS PSO, LLC

AHS ACQUISITIONS, LLC

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Senior Vice President, Treasurer

[Ardent - Signature Page to Amendment No. 2]

BANK OF AMERICA, N.A. ,

as the Additional 2024 Term B Lender

    By: /s/ Xxxxx XxxXxxx

Name: Xxxxx XxxXxxx

Title: Vice President

BANK OF AMERICA, N.A. ,

as Administrative Agent

    By: /s/ Xxx X. Xxxxxx

Name: Xxx X. Xxxxxx

Title: Vice President

[Ardent – Form of Signature Page to Amendment No. 2]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed

and delivered by a duly authorized officer as of the date first written above.

Term Loan Lenders

☐ Consent and Convert (Cashless Settlement) The undersigned hereby elects to be a “Converting

Consenting Lender” and irrevocably and unconditionally consents to this Amendment and agrees

to the conversion of the full principal amount (or such lesser amount as notified and allocated to

the undersigned by the Lead Arrangers) of its Initial Term Loans effective as of the Amendment

No. 2 Effective Date. 

☐ Consent and Reallocation . The undersigned hereby elects to be a “Non-Converting Consenting

Lender” and irrevocably and unconditionally (a) consents to this Amendment and the prepayment

of the full principal amount of its Initial Term Loans and (b) agrees to purchase by way of

assignment from the Additional 2024 Term B Lender in accordance with the terms of the

Amended Credit Agreement, 2024 Term B Loans in a principal amount equal to the principal

amount of its Initial Term Loans prepaid (or such lesser amount as notified and allocated to the

undersigned by the Lead Arrangers). 

[ NAME OF XXXXXX ]

By:

Name:

Title:

Name of Fund Manager (if any): ___________________

[If a second signature is necessary:

By:

Name:

Title: ]

[Ardent - Signature Page to Amendment No. 2]

ANNEX A

CREDIT AGREEMENT

[Ardent - Signature Page to Amendment No. 2]

ANNEX A

Deal CUSIP Number:

00000XXX0 Initial Term Loan CUSIP

Number: 00000XXX0 2024 Term B Loan

CUSIP Number: 00000XXX0

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

Dated as of August 24, 2021,

as amended by Amendment No. 1, dated as of June 8, 2023 , and

as amended by Amendment No. 2, dated as of September 18,

2024,

among

AHP HEALTH PARTNERS, INC.,

as Borrower,

ARDENT HEALTH PARTNERS, INC.

(f/k/a ARDENT HEALTH PARTNERS, LLC ) ,

as Parent,

and

CERTAIN OF ITS SUBSIDIARIES,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent,

and

The Other Lenders Party Hereto

Arranged by:

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC, and

JPMORGAN CHASE BANK,

N.A.,

as Joint Lead Arrangers and Joint Book Runners

[Ardent - Signature Page to Amendment No. 2]

CAPITAL ONE, N.A . and

REGIONS CAPITAL

MARKETS,

as Co- Managers

i

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms 2

1.02 Other Interpretive Provisions 50

1.03 Accounting Terms 50 51

1.04 Rounding 51 52

1.05 References to Agreements and Laws 51 52

1.06 Times of Day 51 52

1.07 Basket Classification 52

1.08 Limited Condition Acquisitions 52 53

1.09 Divisions 53 54

1.10 Amendment and Restatement 53 54

1.11 Interest Rates 54

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01 Term Loans 54 55

2 .02 Borrowings; Conversions and Continuations of Loans 54 55

2.03 [Reserved] 56 57

2.04 [ Reserved] 56 57

2.05 Prepayments 56 57

2.06 Termination or Reduction of Commitments 58 60

2.07 Repayment of Loans 58 60

2.08 Interest 59 60

2.09 Fees 59 61

2.10 Computation of Interest and Fees 59 61

2.11 Evidence of Debt 59 61

2.12 Payments Generally 60 61

2.13 Sharing of Payments 62 63

2.14 Incremental Borrowings 62 64

2.15 Defaulting Lenders 64 66

2.16 Refinancing Amendments 65 67

2.17 Extended Term Loans 67 68

2.18 Relative Rights Agreement Assignment 68 70

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes 70 72

3.02 Illegality 73 75

3.03 Inability To Determine Rates 73 75

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Page

3.04 Increased Cost and Reduced Return; Capital Adequacy 75 77

3.05 Funding Losses 76 77

3.06 Matters Applicable to All Requests for Compensation 76 78

3.07 Survival 77 78

ARTICLE IV

GUARANTY

4.01 The Guaranty 77 78

4.02 Obligations Unconditional 77 79

4.03 Reinstatement 79 80

4.04 Certain Additional Waivers 79 80

4.05 Remedies 79 80

4.06 Rights of Contribution 79 81

4.07 Guarantee of Payment; Continuing Guarantee 80 82

4.08 Limited Guarantee by Tenant Subsidiaries 80 82

ARTICLE V

CONDITIONS PRECEDENT

5.01 Conditions to Effective Date 81 82

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.01 Existence, Qualification and Power 83 84

6.02 Authorization; No Contravention 83 85

6.03 Governmental Authorization; Other Consents 83 85

6.04 Binding Effect 84 85

6.05 Financial Statements; No Material Adverse Effect 84 85

6.06 Litigation 84 86

6.07 Contractual Obligations 85 86

6.08 Ownership of Property; Liens 85 86

6.09 Environmental Compliance 85 86

6.10 Insurance 86 87

6.11 Taxes 86 87

6.12 ERISA Compliance 86 88

6.13 Subsidiaries 87 88

6.14 Margin Regulations; Investment Company Act 87 88

6.15 Disclosure 87 89

6.16 Compliance with Laws 88 89

6.17 Intellectual Property; Licenses, Etc. 88 90

6.18 Solvency 89 90

6.19 Perfection of Security Interests in the Collateral 89 90

6.20 [Reserved] 90 91

6.21 Brokers’ Fees 90 91

6.22 Labor Matters 90 91

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Page

6.23 Xxxxx and Abuse 90 91

6.24 Licensing and Accreditation 90 92

6.25 Anti-Terrorism Laws; Anti-Corruption 91 92

6.26 Affected Financial Institutions 91 92

6.27 HMO Entities 91 93

ARTICLE VII

AFFIRMATIVE COVENANTS

7.01 Financial Statements 92 93

7.02 Certificates; Other Information 93 94

7.03 Notices 96 97

7.04 Payment of Taxes 97 98

7.05 Preservation of Existence, Etc. 97 98

7.06 Maintenance of Properties 98 99

7.07 Maintenance of Insurance 98 99

7.08 Compliance with Laws 98 100

7.09 Books and Records 99 100

7.10 Inspection Rights 99 101

7.11 Use of Proceeds 100 101

7.12 Additional Subsidiaries; Additional Guarantors 100 101

7.13 ERISA Compliance 101 102

7.14 Pledged Assets 101 102

7.15 Annual Appraisals 103 104

7.16 Change in Nature of Business 103 104

7.17 Post-Closing Matters 103 104

7.18 Compliance with Terms of Master Lease 103 104

ARTICLE VIII

NEGATIVE COVENANTS

8.01 Liens 103 105

8.02 Investments 107 108

8.03 Indebtedness 111 112

8.04 Fundamental Changes 115 116

8.05 Dispositions 116 117

8.06 Restricted Payments 116 117

8.07 [Reserved] 119 120

8.08 Transactions with Affiliates 119 120

8.09 Burdensome Agreements 120 121

8.10 [Reserved] 121 122

8.11 [Reserved] 121 122

8.12 [Reserved] 121 122

8.13 Prepayment of Subordinated Indebtedness, Etc. 121 122

8.14 Organization Documents; Fiscal Year; Amendments to Master Lease 121 122

8.15 Limitations on Parent 122 123

8.16 Limitations on the ETMC JV 122 123

iv

8.17 Required Payment Intercompany Note 124 125

8.18 HMO Entities 124 125

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01 Events of Default 124 125

9.02 Remedies upon Event of Default 127 128

9.03 Application of Funds 128 129

ARTICLE X

ADMINISTRATIVE AGENT

10.01 Appointment and Authorization of Administrative Agent 128 129

10.02 Delegation of Duties 129 130

10.03 Liability of Administrative Agent 129 130

10.04 Reliance by Administrative Agent 129 130

10.05 Notice of Default 130 131

10.06 Credit Decision; Disclosure of Information by Administrative Agent 130 131

10.07 Indemnification of Administrative Agent 131 132

10.08 Administrative Agent in Its Individual Capacity 131 132

10.09 Successor Administrative Agent 131 132

10.10 Administrative Agent May File Proofs of Claim; Credit Bidding 132 133

10.11 Collateral and Guaranty Matters 133 134

10.12 Other Agents; Joint Book Runners and Managers 134 135

10.13 No Advisory or Fiduciary Responsibility 134 135

10.14 Exculpatory Provisions 135 136

10.15 Rights as Lender 136 137

10.16 Withholding Taxes 136 137

10.17 Intercreditor Agreement; Relative Rights Agreement 136 137

10.18 Certain ERISA Matters 137 138

10.19 Recovery of Erroneous Payments 138 139

ARTICLE XI

MISCELLANEOUS

11.01 Amendments, Etc. 139 140

11.02 Notices and Other Communications; Facsimile Copies 141 142

11.03 No Waiver; Cumulative Remedies 142 143

11.04 Attorney Costs, Expenses and Taxes 142 143

11.05 Indemnification by the Borrower 142 143

11.06 Payments Set Aside 143 144

11.07 Successors and Assigns 143 145

11.08 Confidentiality 148 149

11.09 Setoff 149 150

11.10 Interest Rate Limitation 149 150

11.11 Counterparts 149 150

11.12 Integration 150 151

v

11.13 Survival of Representations and Warranties 150 151

11.14 Severability 150 151

11.15 [Reserved] 151 152

11.16 Replacement of Lenders 151 152

11.17 Governing Law 151 152

11.18 Waiver of Right to Trial by Jury 152 153

11.19 [Reserved] 152 153

11.20 Publicity 152 153

11.21 USA PATRIOT Act Notice 152 153

11.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 152 153

11.23 Acknowledgement Regarding Any Supported QFCs 153 154

SCHEDULES

1.01 Mortgaged Properties

1.10 Released Mortgaged Properties

2.01 Commitments and Pro Rata Shares

6.10 Insurance

6.13 Subsidiaries

6.17 IP Rights

6.22 Collective Bargaining Agreements and Multiemployer Plans

6.24(a) Accreditations

7.17 Post Closing Items

8.01 Liens Existing on the Effective Date

8.02 Investments Existing on the Effective Date

8.03 Indebtedness Existing on the Effective Date

11.02 Certain Addresses for Notices; Taxpayer ID Number

EXHIBITS

A [Reserved]

B-1 Form of Non-Tenant Subsidiary Pledge Agreement

B-2 Form of Tenant Subsidiary Pledge Agreement

C-1 Form of Non-Tenant Subsidiary Security Agreement

C-2 Form of Tenant Subsidiary Security Agreement

D Form of Loan Notice

E Form of Prepayment Notice

F [Reserved]

G [Reserved]

H Form of Term Note

I Form of Excess Cash Certificate

A-1 Form of Non-Tenant Joinder Agreement

A-2 Form of Tenant Joinder Agreement

K Form of Intercompany Note

L [Reserved]

M Form of Assignment and Assumption

N Form of Lender Assignment and Assumption

O Form of United States Tax Compliance Certificate

P Form of Intercreditor Agreement

Q Form of Solvency Certificate

R Form of Relative Rights Agreement

1

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT is entered into as of

August 24, 2021, as amended by Amendment No. 1, dated as of June 8, 2023, and as amended by

Amendment No. 2, dated as of September 18, 2024, among AHP HEALTH PARTNERS, INC., a

Delaware corporation (the “ Borrower ”), ARDENT HEALTH PARTNERS, INC. (f/k/a Ardent Health

Partners, LLC ) , a Delaware limited liability company corporation (“ Parent ”), as Parent, the Guarantors

(defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

WHEREAS, the Borrower is party to that certain Term Loan Credit Agreement, dated as of June

28, 2018 (as amended, supplemented or modified prior to the date hereof, the “ Existing Credit

Agreement ”), among Parent, Borrower, the lenders from time to time party thereto and Barclays Bank

PLC, as administrative agent, pursuant to which the lenders thereunder have extended or committed to

extend certain credit facilities to the Borrower;

WHEREAS, on the Effective Date, the Borrower requested that the Existing Credit Agreement be

amended and restated and in connection with such amendment and restatement that the Lenders extend

credit in the form of the Term Loans (as defined herein) on the Effective Date (as defined herein) in an

initial aggregate principal amount of $900,000,000;

WHEREAS, on the Effective Date, the proceeds of the Term Loans were used (i) to prepay in full

all existing Term Loans (including accrued and unpaid interest, fees, expenses and other amounts related

thereto, other than contingent obligations not then due and payable) outstanding under the Existing Credit

Agreement on the Effective Date, (ii) to pay fees, commissions and expenses in connection with the

foregoing (clauses (i) and (ii) collectively, the “ Effective Date Refinancing ”) and (iii) for general

corporate purposes; and

WHEREAS, the Lenders have indicated their willingness to lend on the terms and subject to the

conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,

the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

“2024 Term B Commitment” means (a) with respect to each Converting Consenting Lender, the

commitment of such Lender to convert its Initial Term Loans to an equal aggregate principal amount of

2024 Term B Loans on the Amendment No. 2 Effective Date pursuant to Amendment No. 2, (b) with

respect to the Additional 2024 Term B Lender, its Additional 2024 Term B Commitment and (c) in the

case of any Lender that becomes a Lender after the Amendment No. 2 Effective Date, the amount

specified as such Xxxxxx’s “2024 Term B Commitment” in the Assignment and Assumption pursuant to

which such Lender assumed a portion of the aggregate 2024 Term B Commitment, in each case, as the

2

same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the 2024

Term B Commitments on the Amendment No. 2 Effective Date is $777,500,000.00.

“2024 Term B Lender” means any Lender that has a 2024 Term B Commitment or any Lender

that has purchased a 2024 Term B Loan pursuant to one or more Assignment and Assumptions in

accordance with the terms hereof.

“2024 Term B Loans” means the term loans made by the 2024 Term B Lenders to the Borrower

on the Amendment No. 2 Effective Date pursuant to Section 2.01(b).

“ 2026 Notes ” means $475.0 million in aggregate principal amount of the Borrower’s 9.75%

senior notes due 2026 pursuant to the 2026 Notes Indenture on the Original Closing Date.

“ 2026 Notes Indenture ” means the indenture among the Borrower, as issuer, Parent, the

guarantors listed therein and the trustee referred to therein pursuant to which the 2026 Notes were issued,

as such indenture may be amended or supplemented from time to time.

“ 2029 Notes ” means $300.0 million in aggregate principal amount of the Borrower’s 5.750%

senior notes due 2029 pursuant to the 2029 Notes Indenture on July 8, 2021.

“ 2029 Notes Indenture ” means the indenture among the Borrower, as issuer, Parent, the

guarantors listed therein and the trustee referred to therein pursuant to which the 2029 Notes are issued, as

such indenture may be amended or supplemented from time to time.

“ ABL Administrative Agent ” means Bank of America, in its capacity as administrative agent

under the ABL Documents (or any successor or replacement “Administrative Agent” thereunder).

“ ABL Collateral Agent ” means Bank of America, in its capacity as collateral agent under the

ABL Documents (or any successor or replacement “Collateral Agent” thereunder).

“ ABL Credit Agreement ” means (i) that certain amended and restated ABL credit agreement,

dated as of July 8, 2021, among the Borrower, AHS East Texas Health System, LLC, Parent, certain

Subsidiaries of the Borrower as borrowers or guarantors, the lenders party thereto, the ABL Collateral

Agent and the ABL Administrative Agent, as amended, restated, supplemented or modified from time to

time to the extent permitted by the Intercreditor Agreement, and (ii) any other credit agreement,

promissory note, indenture or other agreement or instrument evidencing or governing the terms of any

Indebtedness or other financial accommodation that has been incurred to extend (subject to the limitations

set forth in the Intercreditor Agreement), replace, restructure, renew or refinance in whole or in part the

Indebtedness and other obligations outstanding under (x) the credit agreement referred to in clause (i) or

(y) any subsequent ABL Credit Agreement, unless such agreement or instrument expressly provides that

it is not intended to be and is not an ABL Credit Agreement hereunder. Any reference to the ABL Credit

Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then in existence.

“ ABL Documents ” means the ABL Credit Agreement and the other Loan Documents (as defined

in the ABL Credit Agreement) or any similar term, including each mortgage and other security

documents, guaranties and the notes issued thereunder.

“ ABL Facility ” means the senior secured revolving loan facility under the ABL Credit

Agreement or any amendment, supplement, modification, substitution, replacement, restatement or

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refinancing thereof, in whole or in part, from time to time, including in connection with a

“Refinancing” (as defined in the Intercreditor Agreement) of the ABL Credit Agreement.

“ ABL Priority Collateral ” has the meaning ascribed to such term in the Intercreditor Agreement.

“ Acceptable Intercreditor Agreement ” means an intercreditor agreement in form reasonably

acceptable to the Administrative Agent and the Borrower, which intercreditor agreement may, if

determined by the Administrative Agent, be posted to the Lenders not less than ten Business Days before

execution thereof and, if the Required Lenders shall not have objected to such intercreditor agreement

within ten Business Days after posting, then the Required Lenders shall be deemed to have agreed that the

Administrative Agent’s entry into such intercreditor agreement is reasonable and to have consented to such

intercreditor agreement and to the Administrative Agent’s execution thereof.

“ Acquired Entity or Business ” means the acquisition of any Person, Property, Business or

physical asset by the Borrower or any Restricted Subsidiary.

“ Acquisition ” by any Person, means the acquisition by such Person, in a single transaction or in a

series of related transactions, of all or any substantial portion of the Property of another Person or any

Voting Stock of another Person, in each case whether or not involving a merger or consolidation with

such other Person and whether for cash, property, services, assumption of Indebtedness, securities or

otherwise.

“ Act ” has the meaning specified in Section 11.21 .

“ Additional Lender ” has the meaning specified in Section 2.14(c) .

“Additional 2024 Term B Commitment” means, with respect to the Additional 2024 Term B

Lender, its commitment to make a 2024 Term B Loan on the Amendment No. 2 Effective Date in an

amount equal to $52,640,477.27.

“Additional 2024 Term B Lender” means the Person identified as such on the signature page to

Amendment No. 2.

“ Adjusted Earnings for the Ardent Facilities ” shall have the meaning ascribed to such term in the

ETMC JV Agreement as of February 26, 2018.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any

of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate,

account as set forth on Schedule 11.02 or such other address or account of which the Administrative

Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the

Administrative Agent.

“ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial

Institution.

“ Affiliate ” means, with respect to any Person, another Person that directly or indirectly through

one or more intermediaries, Controls or is Controlled by or is under common Control with the Person

4

specified. “ 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 ability to exercise voting power,

by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Agency Transfer ” has the meaning set forth in the Amendment and Restatement Agreement.

“ Agent Parties ” has the meaning set forth in Section 7.02 .

“ Agent-Related Persons ” means the Administrative Agent and the Joint Book Runners, together

with their respective Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such

Persons and Affiliates.

“ Agreement ” means this Amended and Restated Term Loan Credit Agreement, as amended,

modified, supplemented and extended from time to time.

“ AHS East Texas ” means AHS East Texas Health System, LLC, a Texas limited liability

company, and its successors and permitted assigns.

“ Amendment and Restatement Agreement ” means that certain Amendment and Restatement

Agreement, dated as of August 24, 2021, among the Borrower, the Guarantors, the Lenders party thereto,

the Administrative Agent and the Resigning Administrative Agent.

“ Amendment and Restatement Transactions ” means (i) the entry into the Amendment and

Restatement Agreement, (ii) the consummation of the Agency Replacement (as defined in the

Amendment and Restatement Agreement), the Other Appointment and Resignation Documentation, (iii)

the Effective Date Refinancing, (iv) the incurrence of the Initial Term Loans on the Effective Date and (v)

the payment of related fees and expenses.

“ Amendment No. 1 ” means that certain Amendment No. 1 to Amended and Restated Term Loan

Credit Agreement, dated as of June 8, 2023, entered into by the Administrative Agent.

“Amendment No. 2” means that certain Amendment No. 2 to Amended and Restated Term Loan

Credit Agreement, dated as of September 18, 2024, entered into by the Borrower, the Guarantors, the

Lenders party thereto and the Administrative Agent.

“Amendment No. 2 Effective Date” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 2 Lead Arrangers” means BofA Securities, Inc., JPMorgan Chase Bank, N.A.

and Xxxxxx Xxxxxxx Senior Funding, Inc. in their capacity as joint lead arrangers and bookrunners under

Amendment No. 2.

“ Anti-Terrorism Laws ” means any requirement of Law related to terrorism financing or money

laundering including the Act, The Currency and Foreign Transactions Reporting Act (also known as the

“Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the

Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective

September 24, 2001), the International Emergency Economic Powers Act and Executive Orders and

regulations issued thereunder.

“ Applicable Rate ” means (1) at any time from the Effective Date to, but not including, the

Amendment No. 2 Effective Date, a percentage per annum equal to (a) for Term SOFR Loans, 3.50%,

and (b) for Base Rate Loans, 2.50%; provided , that, upon the consummation of an initial Public Equity

5

Offering (as certified by the Borrower to the Administrative Agent in a certificate signed by a

Responsible Officer), the Applicable Rate will be automatically reduced by 0.25% per annum ; and (2) at

any time from and after the Amendment No. 2 Effective Date, a percentage per annum equal to (a) for

Term SOFR Loans, 2.75%, and (b) for Base Rate Loans, 1.75% .

“ Approved Hospital Swap ” means any exchange 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) the 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 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

10% of the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the

Effective Date. Furthermore, if any transaction involves both an exchange and payment of consideration,

such transaction shall be deemed to be an Approved Hospital Swap only to the extent that it involves such

an exchange.

“ Ardent ” means Ardent Medical Services, Inc., a Delaware corporation.

“ Ardent ABL Facility Silo ” means the Legacy Credit Facility (as defined in the ABL Credit

Agreement).

“ Ardent Acquisition Agreement ” means that certain purchase and sale agreement, dated March

27, 2015, among Ardent, AHS Medical Holdings LLC, a Delaware limited liability company, and Ventas,

as amended, restated, supplemented or otherwise modified from time to time.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form

of Exhibit M , or such other form or mechanism that shall be reasonably satisfactory to the Administrative

Agent.

“ Attorney Costs ” means and includes all reasonable fees and documented out-of-pocket expenses

and disbursements of one counsel for the Administrative Agent and the Joint Book Runners, and to the

extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in

each relevant material jurisdiction (which may include a single special counsel acting in multiple

jurisdictions) and, in the case of an actual conflict of interest where an Indemnitee affected by such

conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one

additional conflicts counsel in each applicable jurisdiction for all of the affected Indemnitees similarly

situated.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any

Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of

such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the

remaining lease payments under the relevant lease that would appear on a balance sheet of such Person

prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease

and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of

such financing, after taking into account reserve accounts and making appropriate adjustments,

determined by the Administrative Agent in its reasonable judgment.

6

“ Audited Financial Statements ” means the consolidated audited financial statements of Parent and

its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020.

“ Available Incremental Amount ” has the meaning set forth in Section 2.14(a) .

“ Available Tenor ” means, as of any date of determination and with respect to the then-current

Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark

that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment

period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement

as of such date.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article

55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

implementing law, regulation, rule or requirement for such EEA Member Country from time to time

which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,

Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law,

regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,

investment firms or other financial institutions or their affiliates (other than through liquidation,

administration or other insolvency proceedings).

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Bankruptcy Code ” means Title 11 of the United States Code or any successor provision.

“ Barclays ” means Barclays Bank PLC and its successors.

“ Base Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the

Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced

from time to time by Bank of America as its “prime rate”, and (c) Term SOFR plus 1.00%. The “prime

rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and

desired return, general economic conditions and other factors, and is used as a reference point for pricing

some loans, which may be priced at, above, or below such announced rate. Any change in such prime

rate announced by Bank of America shall take effect at the opening of business on the day specified in the

public announcement of such change. If the Base Rate is being used as an alternate rate of interest

pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and

shall be determined without reference to clause (c) above.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Benchmark ” means, initially, Term SOFR; provided that if a replacement of the Benchmark has

occurred pursuant to Section 3.03(c) then “Benchmark” means the applicable Benchmark Replacement to

the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to

“Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“ Benchmark Replacement ” means the sum of (a) the alternate benchmark rate and (b) an

adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the

Administrative Agent and the Borrower as the replacement Benchmark giving due consideration to any

7

evolving or then-prevailing market convention, including any applicable recommendations made by a

Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement would be less than 0.50%, the Benchmark

Replacement will be deemed to be 0.50% for the purposes of this Agreement and the other Loan

Documents.

Any Benchmark Replacement shall be applied in a manner consistent with market practice;

provided that to the extent such market practice is not administratively feasible for the Administrative

Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by

the Administrative Agent.

“ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of

“Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency

of determining rates and making payments of interest, timing of borrowing requests or prepayment,

conversion or continuation notices, the applicability and length of lookback periods, the applicability of

breakage provisions, and other technical, administrative or operational matters) that the Administrative

Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark

Replacement and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any

portion of such market practice is not administratively feasible or if the Administrative Agent determines

that no market practice for the administration of such Benchmark Replacement exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in connection with

the administration of this Agreement and the other Loan Documents).

“ Benchmark Transition Event ” means, with respect to any then-current Benchmark, the

occurrence of a public statement or publication of information by or on behalf of the administrator of the

then-current Benchmark or a Governmental Authority with jurisdiction over such administrator

announcing or stating that all Available Tenors are or will no longer be representative, or made available,

or used for determining the interest rate of loans, or shall or will otherwise cease, provided that, at the

time of such statement or publication, there is no successor administrator that is satisfactory to the

Administrative Agent, that will continue to provide any representative tenors of such Benchmark after

such specific date.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as

required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject

to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person

whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA

or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ BHC Act Affiliate ” has the meaning set forth in Section 11.23 .

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning set forth in Section 7.02 .

8

“ Borrower’s Portion of Excess Cash Flow ” means, as any date of determination, an amount equal

to $375,000,000 plus the amount of Excess Cash Flow for each fiscal year of the Borrower commencing

with the fiscal year ending on or about December 31, 2021 and prior to such date of determination in

respect of which the financial statements required by Section 7.01(a) for such fiscal year shall have been

delivered to the Administrative Agent in accordance with the terms of such Section that is not required to

be applied to repay Term Loans pursuant to Section 2.05(b)(v) , so long as such amount has not been

utilized on or prior to the date of determination to make Restricted Payments pursuant to Section 8.06(f) ,

Investments pursuant to Section 8.02(u) , Permitted Acquisitions pursuant to clause (v)(x) of the definition

thereof or prepayments of Subordinated Indebtedness pursuant to Section 8.13(b) ; provided that upon the

consummation of the Ventas Purchase Option Assignment the Borrower’s Portion of Excess Cash Flow

shall automatically be reduced by the aggregate amount of the Borrower’s Portion of Excess Cash Flow

attributable to the Tenant Subsidiaries.

“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the

case of Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to

Section 2.01 .

“ BSA Entities ” means (i) BSA Health System of Amarillo, LLC, (ii) BSA Health System

Holdings LLC, (iii) BSA Hospital, LLC, (iv) BSA Health System Management, LLC, (v) BSA Physicians

Group, Inc., (vi) BSA Xxxxxxxxxx Physicians, Inc., (vii) BSA Amarillo Diagnostic Clinic, Inc., (viii) BSA

Physician Holding Company, LLC, (ix) each other Person (if any) in respect of which any BSA Equity

Purchaser directly acquires equity interests pursuant to the BSAHS Acquisition Agreement and (x) each

direct and indirect Subsidiary of the entities set forth in the foregoing clauses (i) through (ix).

“ BSA Entities Future Capital Expenditures ” means the amount of Capital Expenditures

anticipated to be made by the BSA Entities during the following calendar year (for example if Excess

Cash Flow is being calculated for the 2022 fiscal year, Capital Expenditures for the 2023 fiscal year);

provided that to constitute BSA Entities Future Capital Expenditures, such Capital Expenditures must be

evidenced in a written budget prepared by the Borrower that is reasonably satisfactory to the

Administrative Agent.

“ BSA Equity Purchaser ” means AHS Amarillo Health System, LLC and/or any other (if any)

direct or indirect wholly-owned Subsidiaries of the Borrower that acquires any equity interests in any

BSA Entity pursuant to the BSAHS Acquisition Agreement.

“ BSAHS Acquisition Agreement ” means the Contribution and Sale Agreement, dated as of

October 22, 2012, among the BSA Equity Purchasers party thereto, the BSA Entities party thereto and

Baptist St. Anthony’s Health System, a Texas not-for-profit corporation, as amended, restated,

supplemented or otherwise modified from time to time.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial

banks are authorized to close under the Laws of, or are in fact closed in, New York.

“ Businesses ” means, at any time, a collective reference to the businesses operated by the

Borrower and its Subsidiaries at such time.

“ Capital Assets ” means, with respect to any person, all equipment, fixed assets and Real Property

or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in

9

accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on

the balance sheet of such person.

“ Capital Expenditures ” means, for any period, without duplication, all expenditures made directly

or indirectly by the Borrower and its Restricted Subsidiaries during such period for Capital Assets

(whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a

liability), but excluding any portion of such increase attributable solely to acquisitions of property, plant

and equipment in Permitted Acquisitions.

“ Capital Lease ” means, as applied to any Person, any lease of any Property by that Person as

lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance

sheet of that Person, excluding any leases which are required under GAAP to be accounted for as a capital

lease on the balance sheet of that Person solely during any construction periods.

“ Capital Stock ” means (i) in the case of a corporation, capital stock, (ii) in the case of an

association or business entity, any and all shares, interests, participations, rights or other equivalents

(however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether

general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other

interest or participation that confers on a Person the right to receive a share of the profits and losses of, or

distributions of assets of, the issuing Person.

“ Captive Insurance Subsidiary ” means any Subsidiary established by the Borrower or any of its

Subsidiaries for the sole purpose of providing insurance coverage to the Borrower and its Subsidiaries.

“ Cash Equivalents ” means, as at any date, (a) securities issued or directly and fully guaranteed or

insured by the United States or any agency or instrumentality thereof ( provided that the full faith and

credit of the United States is pledged in support thereof) having maturities of not more than twelve

months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of

(i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in

excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least

A-2 or the equivalent thereof or from Xxxxx’x is at least P-2 or the equivalent thereof (any such bank

being an “ Approved Bank ”), in each case with maturities of not more than 365 days from the date of

acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by

the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic

corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or

better by Xxxxx’x and maturing within twelve months of the date of acquisition, (d) repurchase

agreements entered into by any Person with a bank or trust company (including any of the Lenders) or

recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations

issued by or fully guaranteed by the United States in which such Person shall have a perfected first

priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair

market value of at least 100% of the amount of the repurchase obligations, (e) Investments, classified in

accordance with GAAP as current assets, in money market investment programs registered under the

Investment Company Act of 1940, as amended, which are administered by reputable financial institutions

having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the

character described in the foregoing subdivisions (a) through (d) and (f) with respect to (i) the Borrower

and its Restricted Subsidiaries, marketable debt securities regularly traded on a national securities

exchange or in the over-the-counter market.

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“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the

Internal Revenue Code.

“ CHAMPUS ” means the United States Department of Defense Civilian Health and Medical

Program of the Uniformed Services or any successor thereto including, without limitation, TRICARE.

“ Change of Control ” means an event or series of events by which:

(a) prior to the consummation of an initial Public Equity Offering:

(i) the Sponsor Group shall fail to own beneficially, directly or indirectly, at

least 50.1% of the outstanding Voting Stock of the Parent, after giving effect to the

conversion and exercise of all outstanding warrants, options and other securities of the

Parent, convertible into or exercisable for Voting Stock of the Parent (whether or not

such securities are then currently convertible or exercisable); or

(ii) the Parent shall fail to own directly 85% of the outstanding Capital Stock

of the Borrower determined on a fully diluted basis after giving effect to the conversion

and exercise of all outstanding warrants, options and other securities of the Borrower,

convertible into or exercisable for Capital Stock of the Borrower (whether or not such

securities are then currently convertible or exercisable); or

(iii) any of Xxxxxx Xxxx, trusts established for the benefit of the family of

Xxxxxx Xxxx, and/or any entity Controlled by any of the foregoing ceases to Control the

Sponsor; or

(b) upon and after the consummation of an initial Public Equity Offering of the

common stock of the Parent or any parent thereof:

(i) the Parent becomes aware (by way of a report or another filing pursuant

to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the

acquisition by any “person” or “group” of related persons (as such terms are used in

Sections 13(d) and 14(d) of the Exchange Act) other than the Sponsor Group of the

beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,

except that such person or group shall be deemed to have “beneficial ownership” of all

shares that any such person or group has the right to acquire, whether such right is

exercisable immediately or only after the passage of time), directly or indirectly, of more

than 50% of the total voting power of the Voting Stock of the Parent (or its successor by

merger, consolidation or purchase of all or substantially all of their assets); or

(ii) unless the Permitted Merger has occurred concurrently with or in

connection therewith, the Parent shall fail to own directly 85% of the outstanding Capital

Stock of the Borrower, determined on a fully diluted basis after giving effect to the

conversion and exercise of all outstanding warrants, options and other securities of the

Borrower, convertible into or exercisable for Capital Stock of the Borrower (whether or

not such securities are then currently convertible or exercisable); or

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(c) upon and after the consummation of an initial Public Equity Offering of the

common stock of the Borrower: the Borrower becomes aware (by way of a report or another

filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of

the acquisition by any “person” or “group” of related persons (as such terms are used in Sections

13(d) and 14(d) of the Exchange Act) other than the Sponsor Group of the beneficial ownership

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group

shall be deemed to have “beneficial ownership” of all shares that any such person or group has

the right to acquire, whether such right is exercisable immediately or only after the passage of

time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of

the Borrower (or its successor by merger, consolidation or purchase of all or substantially all of

their assets); or

(d) the occurrence of a “Change of Control” (or any comparable term) under, and as

defined in, the ABL Credit Agreement, the 2029 Notes Indenture (and/or any other Indebtedness

incurred pursuant to Section 8.03(t) ) or any Subordinated Indebtedness Document in respect of

Indebtedness in excess of the Threshold Amount.

“ Class ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the

Loans comprising such Borrowing, are Term Loans, Incremental Term Loans, Refinancing Term Loans,

Ventas Purchase Option Term Loans or Non-Ventas Purchase Option Term Loans designated as a

separate Class and, when used in reference to any Commitment, refers to whether such Commitment is a

Commitment for such applicable Term Loans, Incremental Term Loans, Refinancing Term Loans, Ventas

Purchase Option Term Loans or Non-Ventas Purchase Option Term Loans. Notwithstanding anything to

the contrary, the 2024 Term B Loans made on the Amendment No. 2 Effective Date and all the 2024

Term B Loans converted from Initial Term Loans on the Amendment No. 2 Effective Date shall

constitute a single Class.

“ CME ” means CME Group Benchmark Administration Limited.

“ CMS ” means the Centers for Medicare and Medicaid Services and any successor thereof.

“ Collateral ” means a collective reference to all real and personal Property with respect to which

Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with

the terms of the Collateral Documents (other than Excluded Property). For the avoidance of doubt, the

Pledged ETMC Distribution Account and the equity interests owned by the Loan Parties in the ETMC JV

shall be a part of Collateral.

“ Collateral Assignment Documents ” means the collateral assignments of notes and liens executed

by the Loan Parties executed in favor of the Administrative Agent, as amended, modified, restated or

supplemented from time to time.

“ Collateral Documents ” means a collective reference to the Security Agreements, the Pledge

Agreements, the Mortgage Instruments, the Collateral Assignment Documents and such other security

documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14 .

“ Commitment ” means, as to each Lender, the Term Loan Commitment of such Lender.

“ Commodity Agreement ” means any commodity futures contract, commodity swap, commodity

option or other similar agreement or arrangement entered into by the Borrower or any Restricted

Subsidiary designed or intended to protect the Borrower or any of its Restricted Subsidiaries against

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fluctuations in the price of commodities actually used in the ordinary course of business of the Borrower

and its Restricted Subsidiaries.

“ Communications ” has the meaning specified in Section 7.02 .

“ Company Action Level ” means the Company Action Level risk-based capital threshold, as

defined by NAIC.

“ Consolidated Capital Expenditures ” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, all Capital Expenditures, as determined in accordance with GAAP;

provided , however , that Consolidated Capital Expenditures shall not include (i) expenditures made with

proceeds of any Disposition to the extent such proceeds are reinvested within the period required by the

definition of “Net Cash Proceeds,” (ii) expenditures relating to any Involuntary Disposition to the extent

such expenditures are used to restore, replace or rebuild property to the condition of such property

immediately prior to any damage, loss, destruction or condemnation, (iii) all other capital expenditures, as

determined in accordance with GAAP, to the extent such expenditures are or are expected to be ( provided

that such amounts are actually funded within a reasonably proximate time of such expenditure) funded,

directly or indirectly, with the proceeds of any Equity Issuance or any capital contribution to any Loan

Party, (iv) expenditures that constitute Permitted Acquisitions, (v) Capital Expenditures made by any

Person that becomes a Restricted Subsidiary after the Original Closing Date prior to the time such Person

becomes a Restricted Subsidiary and (vi) expenditures that are paid for or contractually required to be

reimbursed to the Borrower or any of its Restricted Subsidiaries by a third party (including landlords).

“ Consolidated EBITDA ” means, for any period, without duplication, for Parent and its Restricted

Subsidiaries on a consolidated basis determined in accordance with GAAP, an amount equal to

Consolidated Net Income for such period plus (A) other than with respect to clause (xiv) below, to the

extent deducted (and not added back) in calculating such Consolidated Net Income for such period, (i)

Consolidated Interest Expense for such period, (ii) the provision for federal, state, local and foreign

income taxes payable by the Borrower and its Restricted Subsidiaries for such period, (iii) the amount of

depreciation and amortization expense for such period, (iv) any non-recurring fees, charges and cash

expenses made or incurred in connection with the Transactions, Amendment and Restatement

Transactions, Investments, Dispositions, Restricted Payments, fundamental changes and incurrences of

Indebtedness permitted under this Agreement and issuances of Capital Stock and dispositions not

prohibited by this Agreement (whether or not consummated), (v) any other non-cash charges,

impairments or write-offs for such period (except to the extent such charges, impairments or write-offs

relate to a cash payment in a future period), (vi) non-recurring or extraordinary cash expenses in respect

of severance payments and other costs associated with any restructuring of the Borrower’s and its

Restricted Subsidiaries’ operations, (vii) expenses and charges related to prior periods in an aggregate

amount not to exceed $15.0 million for any such period during the term of this Agreement, (viii) all non-

recurring or extraordinary charges, expenses or losses in such period, and, without duplication, any

charges or expenses paid or payable by the Borrower or its Restricted Subsidiaries in cash during such

measurement period in connection with the integration of Epic Systems IT, (ix) the amount of any non-

controlling or minority interest expense consisting of Restricted Subsidiary income attributable to non-

controlling interests of third parties in any Restricted Subsidiaries deducted (and not added back) in such

period in calculating Consolidated Net Income, (x) Sponsor Fees and transaction fees permitted hereunder

(whether paid or accrued), (xi) all fees and expenses and one-time payments reasonably incurred and

payable in connection with any amendment, restatement, waiver, consent, supplement or other

modification to this Agreement, the ABL Facility, the 2026 Notes Indenture, the 2029 Notes Indenture or

any other Indebtedness, (xii) charges, losses or expenses to the extent indemnified or insured or

reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or

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similar agreements or insurance; provided that, such Person in good faith expects to receive

reimbursement for such charges, losses or expenses within the next four fiscal quarters, (xiii) letter of

credit fees, (xiv) the amount of net cost savings, synergies and operating expense reductions projected by

the Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost

savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though

such cost savings, synergies or operating expense reductions had been realized on the first day of such

period), net of the amount of actual benefits realized during such period from such actions; provided that

(A) such cost savings, synergies or operating expense reductions are reasonably identifiable and

factually supportable, (B) such actions have been taken or are to be taken within 24 months after the date

of determination to take such action and (C) the aggregate amount added back pursuant to this clause

(xiv) may not exceed 25% of Consolidated EBITDA for the period of the four fiscal quarters most

recently ended calculated on a pro forma basis (before giving effect to such add backs), provided,

however, that subclauses (B) and (C) of the immediately preceding proviso shall not apply to cost

savings, synergies or operating expense reductions in connection with the ETMC Acquisition and the

Topeka Acquisition, (xv) upfront fees or charges arising from any Securitization Transaction for such

period, and any other amounts for such period comparable to or in the nature of interest under any

Securitization Transaction, and losses on dispositions or sale of assets in connection with any

Securitization Transaction for such period, to the extent the same were deducted (and not added back) in

computing such Consolidated Net Income, (xvi) fees and expenses and non-xxxx xxxx-to-market losses

relating to any Swap Contracts permitted hereunder, (xvii) any expenses, charges or other costs related

to any Equity Issuance, (xviii) any expenses, charges or other costs related to internal reorganizations or

restructurings, and (xix) expenses relating to retention bonuses paid in connection with acquisitions,

recapitalizations and other financing transactions; and minus (B) non-recurring or extraordinary gains in

such period.

“ Consolidated Indebtedness ” means Indebtedness of the Borrower and its Restricted Subsidiaries

on a consolidated basis.

“ Consolidated Interest Charges ” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, an amount equal to, without duplication, (i) all interest, premium

payments, debt discount, fees, charges and related expenses of the Borrower and its Restricted

Subsidiaries in connection with borrowed money (including capitalized interest, but excluding

amortization of capitalized financing costs) or in connection with the deferred purchase price of assets, in

each case to the extent treated as interest in accordance with GAAP, plus (ii) the portion of rent expense

of the Borrower and its Restricted Subsidiaries with respect to such period under Capital Leases that is

treated as interest in accordance with GAAP minus (iii) interest income of the Borrower and its Restricted

Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“ Consolidated Interest Expense ” means, with respect to Parent and its Restricted Subsidiaries for

any period, the sum of (1) interest expense of Parent and its Restricted Subsidiaries for such period

determined on a consolidated basis in accordance with GAAP (including (a) all commissions, discounts,

fees and other charges in connection with letters of credit and similar instruments, (b) accretion or

amortization of original issue discount resulting from the incurrence of Indebtedness at less than par, (c)

the interest component of obligations in respect of Capital Leases, (d) non-cash interest payments and (e)

net payments, if any made (less net payments received) pursuant to obligations under permitted Interest

Rate Agreements), minus (2) to the extent included in cash interest expense of Parent and its Restricted

Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and not added

to net income (or loss) in the calculation of Consolidated EBITDA, (i) amounts paid to obtain Interest

Rate Agreements, Currency Agreements and Commodity Agreements, (ii) any one-time cash costs

associated with breakage in respect of Interest Rate Agreements, Currency Agreements and Commodity

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Agreements for interest rates and any payments with respect to make-whole premiums or other breakage

costs in respect of any Indebtedness, (iii) all non-recurring cash interest expense consisting of liquidated

damages for failure to timely comply with registration rights obligations, (iv) any “additional interest”

owing pursuant to a registration rights agreement, (v) any expense resulting from the discounting of any

Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase

accounting, (vi) penalties and interest relating to taxes and any other amounts of non-cash interest

resulting from the effects of acquisition method accounting or pushdown accounting, (vii) amortization or

expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees

and expenses and discounted liabilities, (viii) any expensing of bridge, arrangement, structuring,

commitment or other financing fees, (ix) any non-cash interest expense and any capitalized interest,

whether paid in cash or accrued, (x) any accretion or accrual of, or accrued interest on, discounted

liabilities not constituting Indebtedness during such period, (xi) any non-cash interest expense attributable

to the movement of the mark to market valuation of obligations under Interest Rate Agreements, Currency

Agreements and Commodity Agreements or other derivative instruments pursuant to Financial

Accounting Standards Board’s Accounting Standards Codification 815 (Derivatives and Hedging) and

(xii) any fees related to a Securitization Transaction, minus (3) interest income of Parent and its Restricted

Subsidiaries for such period.

“ Consolidated Net Income ” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, the net income from continuing operations of the Borrower and its

Restricted Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided

that there shall be excluded any income (or loss) of any Person other than the Borrower or any Restricted

Subsidiary or that is accounted for by the equity method, or noncontrolling interest method, of

accounting, but any such income so excluded shall be included in such period or any later period to the

extent of any cash or Cash Equivalents paid as dividends or distributions in the relevant period to the

Borrower or any Restricted Subsidiary (other than the ETMC JV) of the Borrower. For the avoidance of

doubt, “Consolidated Net Income” shall not include any income allocable to minority interests in any

Subsidiaries (including, without limitation, income attributable to ETMC Subsidiaries which is allocated

or which will be allocated to unaffiliated third parties).

“ Consolidated Net Leverage Ratio ” means, as of any date of determination, the ratio of (a) the

sum of (i) Consolidated Indebtedness as of such date minus (ii) unrestricted cash and Cash Equivalents

held by Borrower and its Restricted Subsidiaries on such date (provided that (x) any cash or Cash

Equivalents in (i) the LHP Cash Management Transfer System or (ii) that are held by an ETMC

Subsidiary that are not in the Pledged ETMC Distribution Account or, in each case, another deposit

account subject to a control agreement in favor of the Administrative Agent (a “ Controlled Account ”)

shall be deemed to be restricted cash, and (y) any cash or Cash Equivalents received from CARES Act

related funding (including any cash and Cash Equivalents in respect of Medicare accelerated payments

and payroll tax deferrals) shall be deemed to be restricted cash for so long as such cash and cash

equivalents are required to be repaid) to (b) Consolidated EBITDA for the period of the four fiscal

quarters most recently ended.

“ Consolidated Scheduled Funded Indebtedness Payments ” means, as of any date for the four

fiscal quarter period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a

consolidated basis, the sum of all scheduled or mandatory payments of principal on Funded Indebtedness

(excluding any voluntary prepayments and mandatory prepayments required pursuant to Section 2.05 ), as

determined in accordance with GAAP.

“ Consolidated Working Capital ” means, at any time, the excess of (i) current assets (excluding

cash and Cash Equivalents) of the Borrower and its Restricted Subsidiaries on a consolidated basis at such

15

time over (ii) current liabilities of the Borrower and its Restricted Subsidiaries on a consolidated basis at

such time, all as determined in accordance with GAAP, in each case, calculated exclusive of any change

in the Swap Termination Value of Swap Contracts. “Consolidated Working Capital” for any fiscal year

shall be subject to adjustment for the impact of any non-cash reclassification of short-term and long-term

asset and liability accounts.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such

Person or of any agreement, instrument or other undertaking to which such Person is a party or by which

it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Controlled Account ” has the meaning specified in the definition of “Consolidated Net Leverage

Ratio”.

“Converted Initial Term Loan” means each Initial Term Loan held by a Converting Consenting

Lender on the Amendment No. 2 Effective Date immediately prior to the conversion of the corresponding

2024 Term B Loan on such date.

“Converting Consenting Lender” means a Lender that has elected to be a “Converting Consenting

Lender” on its signature page to Amendment No. 2.

“ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor

(including overnight) or an interest payment period having approximately the same length (disregarding

business day adjustment) as such Available Tenor.

“ Covered Entity ” has the meaning set forth in Section 11.23 .

“ Covered Party ” has the meaning set forth in Section 11.23(a) .

“ Credit Party ” has the meaning set forth in Section 10.19 .

“ Currency Agreement ” means in respect of a Person any foreign exchange contract, currency

swap agreement, futures contract or option contract with respect to foreign exchange rates or currency

values, or other similar agreement as to which such Person is a party or a beneficiary.

“ Daily Simple SOFR ” with respect to any applicable determination date means SOFR published

on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“ Debt Fund Affiliate ” any affiliate of the Borrower or the Sponsor that is primarily engaged in, or

advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise

investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with

respect to which the Sponsor and its Affiliates (other than Debt Fund Affiliates) does not, directly or

indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“ Debt Issuance ” means the issuance by the Borrower or any Restricted Subsidiary of any

Indebtedness other than Indebtedness permitted under Section 8.03 .

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship,

bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,

16

reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time

to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the

giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if

any, applicable to Base Rate Loans plus (c) 2% per annum; provided , however , that with respect to a

Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any

Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent

permitted by applicable Laws.

“ Default Right ” has the meaning set forth in Section 11.23 .

“ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that, as determined by the

Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in

respect of its Loans, within three Business Days of the date required to be funded by it hereunder, (b) has

notified the Borrower, or the Administrative Agent or any Lender that it does not intend to comply with

its funding obligations or has made a public statement to that effect with respect to (x) its funding

obligations hereunder or (y) under other agreements in which it is obligated to extend credit (unless in the

case of this clause (y), such obligation is the subject of a good faith dispute), (c) has failed, within three

(3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the

Administrative Agent that it will comply with its funding obligations hereunder; provided that such

Lender shall cease being a Defaulting Lender under this clause (c) upon receipt of such confirmation by

the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, (i) become the

subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,

administrator, assignee for the benefit of creditors or similar Person charged with reorganization or

liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or

indicated its consent to, approval of or acquiescence in any such proceeding or appointment unless, in the

case of this clause (d), the Borrower and the Administrative Agent shall be satisfied that such Lender

intends, and has such approvals required to enable it, to perform its obligations as a Lender hereunder or

(iv) becomes the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender

solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or

indirect parent company thereof by a Governmental Authority so long as such ownership interest does not

result in or provide such Lender with immunity from the jurisdiction of courts within the United States or

from the enforcement or judgments or writs of attachment on its assets or permit such Lender (or such

Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made

with such Lender.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including

any Sale and Leaseback Transaction) of any Property by the Borrower or any Restricted Subsidiary

(including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal,

with or without recourse, of any notes or accounts receivable or any rights and claims associated

therewith, but excluding (i) the sale, lease, license, transfer or other disposition of inventory in the

ordinary course of business of the Borrower and its Restricted Subsidiaries, (ii) the sale, lease, license,

transfer or other disposition of machinery and equipment or closure of a unit or division, in each case, no

longer used or useful in the conduct of business of the Borrower and its Restricted Subsidiaries, (iii) any

sale, lease, license, transfer or other disposition of Property by (x) the Borrower or any Restricted

Subsidiary to any Loan Party (other than an ETMC Loan Party); provided that the Loan Parties shall

cause to be executed and delivered such documents, instruments and certificates as the Administrative

17

Agent may request so as to cause the Loan Parties to be in compliance with the terms of Section 7.14 after

giving effect to such transaction, (y) any non-Loan Party to any non-Loan Party, any ETMC Loan Party

to any ETMC Loan Party, or any non-Loan Party to any ETMC Loan Party and (z) any Loan Party

(including, without limitation, any ETMC Loan Party) to any non-Loan Party (including, without

limitation any ETMC Subsidiary) or any ETMC Loan Party not exceeding $7,500,000 in any fiscal year,

(iv) any Involuntary Disposition by the Borrower or any Restricted Subsidiary, (v) any Disposition by the

Borrower or any Restricted Subsidiary constituting a Permitted Investment, (vi) non-exclusive licenses or

sublicenses to use the patents, trade secrets, know-how and other intellectual property of the Borrower or

any of its Restricted Subsidiaries in the ordinary course of business, (vii) any sale, lease, license, transfer

or other disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary, (viii) the

disposition of disposable inventory in bulk to a third party which disposable inventory shall then be

consigned from such third party to the Borrower or any Restricted Subsidiary for the benefit of or use by

such Person in the ordinary course of such Person’s patient care operations, (ix) any transaction (or series

of related transactions) involving property (including, without limitation, leases) with an aggregate book

value not exceeding $7,500,000, (x) (A) dispositions or discounts without recourse of accounts receivable

(including, without limitation, Self-Pay Accounts (as defined in the ABL Credit Agreement)) in

connection with the compromise or collection thereof in the ordinary course of business, and (B)

dispositions of Self-Pay Accounts, with recourse, to collection servicers, provided such accounts have

previously been, or are concurrently with such disposition, written off by the company or accounted for as

“uncollectible” or “bad debt”, (xi) any contribution of Xxxxxxxx’s Portion of Excess Cash Flow to effect

any transaction undertaken pursuant to Section 8.06(f) , Investments pursuant to Section 8.02(u) ,

Permitted Acquisitions pursuant to clause (v)(x) of the definition thereof or payment of Subordinated

Indebtedness pursuant to Section 8.13(b) , (xii) Dispositions made in order to effectuate any Permitted

IRB Transaction, (xiii) any Disposition of Capital Stock to the directors of any Loan Party or any

Restricted Subsidiary to qualify such directors where required by applicable law, (xiv) Dispositions of

cash and Cash Equivalents in the ordinary course of business (including, without limitation, the LHP

Cash Management Transfer System), (xv) Dispositions of vacant property or property containing

buildings that would require demolition or substantial improvements having a fair market value, in the

aggregate, not in excess of $25,000,000, (xvi) Dispositions made by Loan Parties to ETMC Loan Parties

pursuant to the intercompany loans permitted under Section 8.03 or investments permitted under Section

8.02, (xvii) Dispositions made by AHS East Texas or any other ETMC Subsidiary subject to Section 8.16 ,

to (x) the ETMC JV or (y) any non-Loan Party, in each case made pursuant to the ETMC JV Agreement

and (xviii) Dispositions pursuant to a Securitization Transaction in an aggregate amount not to exceed,

together with all Investments pursuant to Section 8.02(jj) and Section 8.02(kk), the greater of (A)

$75,000,000 and (B) 25.0% of Consolidated EBITDA; provided that Dispositions permitted by this clause

(xviii) shall solely be in respect of Collateral of a type that would not constitute ABL Priority Collateral.

“ Disqualified Capital Stock ” means any Capital Stock that, by its terms (or by the terms of any

security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the

happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for

Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a

change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a

change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all

other Obligations that are accrued and payable and the termination of the Commitments), (b) is

redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock), in whole or

in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or

exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital

Stock, in each case, prior to the date that is ninety-one (91) days after the Maturity Date (or if any

Incremental Term Loans shall be outstanding as of the date of issuance of such Capital Stock, the

maturity date applicable to such Incremental Term Loans); provided that if such Capital Stock is issued

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pursuant to a plan for the benefit of employees of Parent, the Borrower or any Subsidiary or by any such

plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because

it may be required to be repurchased by Parent, the Borrower or any Subsidiary in order to satisfy

applicable statutory or regulatory obligations.

“ Disqualified Institution ” means (a) those persons identified by the Borrower in writing on or

after the Effective Date to the Administrative Agent as competitors (and any such entities’ Affiliates that

are clearly identifiable on the basis of name) of the Borrower and its Subsidiaries, (b) those banks,

financial institutions and other persons identified by the Sponsor or the Borrower to any Joint Book

Runner in writing on or prior to the commencement of primary syndication of the Initial Term Loans

prior to the Effective Date (and any such entities’ Affiliates that are clearly identifiable on the basis of

name) or (c) any Affiliates of any Joint Book Runner that are engaged as principals primarily in private

equity, mezzanine financing or venture capital.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Restricted Subsidiary ” means any Domestic Subsidiary that is a Restricted Subsidiary.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of the United

States, any state thereof or the District of Columbia.

“ Earn-Out Obligations ” means, with respect to an Acquisition, all obligations of the Borrower or

any Restricted Subsidiary to make earn-out or other contingency payments pursuant to the documentation

relating to such Acquisition, not including any amounts payable in any form of Capital Stock. For

purposes of determining the aggregate consideration paid for an Acquisition, the amount of any Earn-Out

Obligations shall be deemed to be the reasonably anticipated liability in respect thereof as determined by

the Borrower in good faith at the time of such Acquisition. For purposes of determining the liability of

the Borrower and its Restricted Subsidiaries for any Earn-Out Obligation thereafter, the amount of Earn-

Out Obligations shall be deemed to be the aggregate liability in respect thereof as recorded on the balance

sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any

EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity

established in an EEA Member Country which is a parent of an institution described in clause (a) of this

definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision

with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland,

Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted

with public administrative authority of any EEA Member Country (including any delegee) having

responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means August 24, 2021, the date of the effectiveness of this Agreement.

“ Electronic Copy ” has the meaning set forth in Section 11.11 .

“ Electronic Record ” has the meaning set forth in Section 11.11 .

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“ Electronic Signature ” has the meaning set forth in Section 11.11 .

“ Eligible Assignee ” has the meaning specified in Section 11.07(g) .

“ Embargoed Person ” means any party that (i) is publicly identified on the most current list of

“Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s

Office of Foreign Assets Control (“ OFAC ”) or resides, is organized or chartered, or has a place of

business in a country or territory that is the subject of comprehensive OFAC sanctions or embargo

programs or (ii) is publicly identified as prohibited from doing business with the United States under the

International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other

requirement of Law.

“ Environmental Laws ” means any and all federal, state, local, foreign and other applicable

statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,

franchises, licenses, agreements or binding governmental restrictions relating to pollution and the

protection of the environment or the release of any materials into the environment, including those related

to Hazardous Materials, air emissions, waste and discharges to water or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for

damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other

Loan Party or any of their respective 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, (d) the release or

threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or

other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the

foregoing.

“ Epic Systems IT ” means electronic records systems software manufactured by Epic Systems

Corporation, the related hardware and infrastructure used to operate the system, and the integration of

other third party systems into such software, hardware and infrastructure.

“ Equity Issuance ” means any issuance by the Parent or any Loan Party (or upon or after a Public

Equity Offering of the Borrower, the Borrower) of shares of its Capital Stock. The term “Equity

Issuance” shall not be deemed to include any Disposition.

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

time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common

control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and

Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412

of the Internal Revenue Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by

the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a

plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a

cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a

complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or

notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the

treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or

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4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or

Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA

for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer

Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due

but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ ETMC Acquisition ” means the purchase of hospital assets and operations and the equity

interests of certain subsidiaries of East Texas Medical Center Regional Healthcare System

(“ ETMCRHS ”), a Texas nonprofit corporation and East Texas Medical Center Regional Health Services,

Inc. (“ ETMCRHS Inc. ”), a Texas corporation.

“ ETMC Loan Parties ” means so long as the ETMC JV Agreement is effective, AHS East Texas

and each of the Material Domestic Subsidiaries of AHS East Texas, in each case, that were formed or

acquired in the ETMC Acquisition, that are subject (directly or indirectly) to the ETMC JV Agreement,

and that are not Excluded Subsidiaries. For the avoidance of doubt, any Subsidiary that is not subject

(directly or indirectly) to the ETMC JV Agreement shall not be considered an ETMC Loan Party.

“ ETMC JV ” means East Texas Health System, LLC.

“ ETMC JV Agreement ” means the Amended and Restated Limited Liability Company

Agreement between UT Tyler and AHS East Texas dated as of February 26, 2018 (as amended, restated,

supplemented, replaced or otherwise modified from time to time).

“ ETMC Subsidiaries ” means, collectively, AHS East Texas and its direct and indirect

Subsidiaries.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the

Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” has the meaning specified in Section 9.01 .

“ Excess Cash Certificate ” means a certificate substantially in the form of Exhibit I .

“ Excess Cash Flow ” means, in each case without duplication, with respect to any fiscal year

period of the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to (a)

Consolidated EBITDA for such fiscal year minus (b) Consolidated Capital Expenditures (excluding any

BSA Entities Future Capital Expenditures deducted in calculating Excess Cash Flow for the prior fiscal

year period) for such fiscal year to the extent not financed by an incurrence of Indebtedness or issuance of

Capital Stock minus (c) the cash portion of Consolidated Interest Charges for such fiscal year minus (d)

Federal, state and other taxes to the extent the same are paid in cash during such period by or on behalf of

Parent and its Subsidiaries on a consolidated basis for such fiscal year minus (e) Consolidated Scheduled

Funded Indebtedness Payments (other than payments in respect of intercompany debt pursuant to Section

8.02(ee)) made in cash for such fiscal year to the extent not financed by an incurrence of Indebtedness or

issuance of Capital Stock minus (f) increases in Consolidated Working Capital for such fiscal year minus

(g) to the extent otherwise included in Consolidated EBITDA for such fiscal year, insurance proceeds

received by the Borrower or any of its Restricted Subsidiaries during such fiscal year that have been

applied to repair, restore or replace the applicable property or asset or to acquire Real Property,

equipment or other tangible assets to be used or useful in the business of the Borrower and its Restricted

Subsidiaries, or in respect of which a written contract or agreement for such repair, replacement,

restoration or acquisition has been entered into for the application of such insurance proceeds, minus (h)

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the aggregate amount of all Sponsor Fees and transaction fees paid in cash during such fiscal year as

permitted under Section 8.06(e) , minus (i) all other cash items added back to Consolidated EBITDA

pursuant to clauses (iv) and (vi) through (xvi) of the definition thereof, minus (j) the amount of Restricted

Payments paid during such fiscal year as permitted under Section 8.06 (c) , (d) , (e) and (h) to the extent

such Restricted Payments were financed with internally generated cash flow of the Borrower and its

Restricted Subsidiaries during such fiscal year, minus (k) the aggregate amount of all proceeds received in

respect of intercompany dispositions for such fiscal year to the extent otherwise increasing Excess Cash

Flow for such fiscal year (such that intercompany dispositions shall have a neutral impact on Excess Cash

Flow) and the amount of mandatory prepayments of Term Loans during such fiscal year as a result of

Dispositions or Involuntary Dispositions, minus (l) the aggregate amount of Acquisitions made during

such fiscal year as permitted pursuant to Section 8.02 to the extent such Acquisitions were financed with

internally generated cash flow of the Borrower and its Restricted Subsidiaries, and except to the extent

such Acquisitions were financed with the proceeds of Indebtedness, Equity Issuances or Dispositions of

the Borrower and its Restricted Subsidiaries, minus (m) cash payments by the Borrower and its Restricted

Subsidiaries in respect of discontinued operations during such period to the extent increasing

Consolidated EBITDA, minus (n) BSA Entities Future Capital Expenditures in an amount not to exceed

$7,500,000, minus (o) for the avoidance of doubt, any cash expenditure made by the Borrower or any

Restricted Subsidiary (that is not funded by the issuance of equity interests of the Borrower or Parent or

an incurrence of Indebtedness) for the purchase of Capital Stock of a Joint Venture in connection with the

exercise of put/call provisions in such Joint Venture’s Joint Venture Agreement, plus (p) cash payments

received by the Borrower and its Restricted Subsidiaries in respect of discontinued operations during such

period to the extent decreasing Consolidated EBITDA plus (q) decreases in Consolidated Working

Capital for such fiscal year plus (r) any unutilized BSA Entities Future Capital Expenditures from the

prior fiscal year period.

“ Excluded ETMC Account ” has the meaning specified in the definition of “Excluded Property”.

“ Excluded Property ” means, with respect to any Loan Party, including any Person that becomes a

Loan Party after the Original Closing Date as contemplated by Section 7.12 , (a) any fee-owned Real

Property (i) with a fair market value of less than $5,000,000 so long as the fair market value of all such

Real Property owned by Loan Parties that is Excluded Property does not exceed $35,000,000 in the

aggregate or (ii) that is anticipated in good faith to be subject to an MOB Disposition within 18 months

after the Effective Date or, if later, the date such Real Property was acquired ( provided that if such Real

Property is not subject to an MOB Disposition with such 18 month period, such Real Property shall no

longer be deemed to be Excluded Property) and all leasehold interests in Real Property ; (b) (A)

commercial tort claims with a value of less than $10,000,000 and (B) motor vehicles and other assets

subject to certificates of title, helicopters and other aircraft, and letter of credit rights (in each case, other

than to the extent such rights can be perfected by filing a UCC-1 financing statement); (c) pledges and

security interests prohibited by applicable law, rule, regulation (in each case, except to the extent such

prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code

of any applicable jurisdiction or similar laws) or which could require governmental (including regulatory)

consent, approval, license or authorization to be pledged (unless such consent, approval, license or

authorization has been received and after giving effect to the applicable anti-assignment provisions of the

Uniform Commercial Code of any applicable jurisdiction); (d) subject to the last sentence of this

definition, equity interests in any Person other than wholly-owned Subsidiaries to the extent not permitted

by the terms of such Person’s organizational or joint venture documents after giving effect to the

applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction; (e)

any lease, license or other agreement to the extent that a grant of a security interest therein would violate

or invalidate such lease, license or agreement or create a right of termination in favor of any other party

thereto (other than the Borrower or any Affiliate thereof) after giving effect to the applicable anti-

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assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or similar laws; (f)

those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost or

other consequence of obtaining such a security interest or perfection thereof are excessive in relation to

the value afforded thereby; (g) any governmental licenses or state or local franchises, charters and

authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are

prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the

Uniform Commercial Code of any applicable jurisdiction or similar laws; (h) “ intent-to-use ” trademark

applications prior to the filing and acceptance of a statement of use; (i) any amount on deposit from time

to time in the Hillcrest Account; (j) solely to the extent required to be excluded from Collateral by the

Relative Rights Agreement, (i) the Purchased Option Assets, (ii) any Landlord Exclusive Assets, (iii) any

Authorizations, (iv) any Facility Provider Agreements, (v) any leasehold mortgage interest or any other

claim in the Master Lease or (vi) any real or personal property (including equipment and fixtures) owned

by the Landlord (as each such term used in this clause (j) is defined in the Relative Rights Agreement);

(k) any equipment or other asset subject to Liens securing the ETMC Acquisition, Permitted Acquisitions,

Sale and Leaseback Transactions, Securitization Transactions (solely with respect to Collateral of a type

that would not constitute ABL Priority Collateral), capital lease obligations or other purchase money debt,

in each case, to the extent such transaction is permitted under this Agreement, if the contract or other

agreement providing for such debt or capital lease obligation prohibits or requires the consent of any third

party as a condition to the creation of any other security interest on such equipment or asset ( provided in

the case of acquired assets, such prohibition was in existence at the time of such acquisition and not

created in contemplation thereof) and, in each case, such prohibition or requirement is permitted under the

Loan Documents; (l) all of the equity interests in and assets of Xxxxxxx/Xxxxxxx Health System, LLC,

LHP Xxxxxxx/Xxxxxxx, LLC; and (m) any management agreement in respect of a Joint Venture that is

directly or indirectly owned (in part) by LHP and any management agreement in respect of a Physician

Group (other than, for the avoidance of doubt, any fees from such management agreement and other

amounts payable to the manager); provided that, each Loan Party shall use commercially reasonable

efforts to ensure that any management agreement in respect of a Joint Venture or Physician Group entered

into after the Original Closing Date shall not have any restrictions on granting any liens on, or security

interests in, the rights of such Loan Party in such management agreement. In addition, notwithstanding

anything to the contrary contained in this Agreement or in any other Loan Documents, (1) no landlord,

mortgagee or bailee waivers shall be required, (2) no notices shall be required to be sent to account

debtors or other contractual third parties prior to the occurrence and during the continuance of any Event

of Default, (3) no foreign-law governed Collateral Documents or perfection under foreign law shall be

required, (4) the portion of any cash held by any ETMC Subsidiary that represents cash that would be

required to be distributed by the ETMC JV for the benefit of unaffiliated third parties that are not Loan

Parties pursuant to the ETMC JV Agreement shall not be considered Collateral, (5) no control agreements

shall be required to be placed on any deposit or security accounts held by an ETMC Subsidiary (other

than in respect of the Pledged ETMC Distribution Account) so long as such ETMC Subsidiary is subject

to the terms of the ETMC JV Agreement (each, an “ Excluded ETMC Account ”), (6) the equity interests

owned by any Loan Party in the ETMC JV shall not constitute Excluded Property and (7) no control

agreements shall be required in connection with any “Excluded Deposit Account” (as defined in the ABL

Credit Agreement).

“ Excluded Subsidiary ” means any (i) Captive Insurance Subsidiary (or any Subsidiary thereof),

(ii) Domestic Subsidiary of any Foreign Subsidiary of the Borrower that is a CFC, (iii) FSHCO, (iv)

subject to the proviso in the definition of “Joint Venture”, Subsidiary that is prohibited by the constituent

documents of such entity (to the extent such agreement was entered into in good faith and not with the

purpose of avoiding the giving of a guarantee), applicable law, rule, regulation or contract (with respect to

any such contract, only to the extent existing on the Original Closing Date or the date the applicable

Person becomes a direct or indirect Subsidiary of the Borrower and so long as any such restriction in any

23

contract is not entered into in contemplation of such Subsidiary becoming a Subsidiary) from

guaranteeing the Loans or which would require governmental (including regulatory) consent, approval,

license or authorization to provide a guarantee (unless such consent, approval, license or authorization has

been received and upon such receipt, such Subsidiary shall be subject to Section 7.12 ), (v) non-Wholly

Owned Subsidiary, (vi) Subsidiary where the Borrower and the Administrative Agent reasonably agree

that the cost or other consequence of providing a guarantee is excessive in relation to the value afforded

thereby, (vii)an Unrestricted Subsidiary, (viii) each of the Subsidiaries identified as “Excluded” on

Schedule 6.13 , and (ix) each Receivables Subsidiary. Notwithstanding the foregoing, after the Ventas

Purchase Option Assignment, in no event shall any Tenant Subsidiary constitute an Excluded Subsidiary

with respect to the Ventas Purchase Option Term Loans.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other

recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or

under any other Loan Document, (a) Taxes imposed on or measured by its overall net income, and

franchise Taxes imposed on it (in lieu of net income Taxes), by a jurisdiction (or any political subdivision

thereof) as a result of such recipient being organized, having its principal office in, or in the case of any

Lender, having its applicable Lending Office in, such jurisdiction, (b) other than an assignee pursuant to a

request by the Borrower under Section 11.16 , any U.S. or non-U.S. federal withholding tax that is

imposed on amounts payable to a Lender pursuant to any Laws in effect at the time such Lender becomes

a party hereto (or designates a new Lending Office), except to the extent that such Lender (or its assignor,

if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to

receive additional amounts from any applicable Loan Party with respect to such withholding pursuant to

Section 3.01(a) , (c) any withholding Tax that is attributable to such Person’s failure to comply with

Section 3.01(e) , (d) any Taxes in the nature of branch profits tax within the meaning of Section 884(a) of

the Internal Revenue Code imposed by any jurisdiction described in clause (a), and (e) any U.S. federal

withholding Tax imposed under FATCA.

“ Exclusion Event ” means an event or related events resulting in the exclusion of the Borrower or

any of its Subsidiaries from participation in any Medical Reimbursement Program.

“ Existing Credit Agreement ” has the meaning set forth in the preliminary statements to this

Agreement.

“ Existing Incremental Term Loan Maturity Date ” has the meaning set forth in Section 2.17(a) .

“ Existing Term Loan Maturity Date ” has the meaning set forth in Section 2.17(a) .

“ Extended Incremental Term Loan Maturity Date ” has the meaning set forth in Section 2.17(b) .

“ Extended Term Loan Maturity Date ” has the meaning set forth in Section 2.17(b) .

“ Extending Term Lenders ” has the meaning set forth in Section 2.17(b) .

“ Facilities ” means, at any time, a collective reference to the facilities and real properties owned,

leased or operated by the Borrower or any Subsidiary.

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this

Agreement, or any amended or successor version that is substantively comparable and not materially

more onerous to comply with, any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code (or any

24

amended or successor version described above), and any intergovernmental agreements (and any related

laws or official administrative guidance) implementing the foregoing.

“ Federal Funds Rate ” means, for any day, the rate calculated by the Federal Reserve Bank of New

York based on such day’s federal funds transactions by depository institutions (as determined in such

manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time)

and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the

federal funds effective rate; provided , that if the Federal Funds Rate for any day is less than zero, the

Federal Funds Rate for such day will be deemed to be zero.

“ Fee Letter ” means that certain fee letter dated as of the Effective Date between the Borrower and

the Administrative Agent.

“ FIRREA ” means the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as

amended.

“ Fixed Charge Coverage Ratio ” means as of any date of determination, with respect to the

Borrower and its Restricted Subsidiaries, the ratio of (x) the aggregate amount of Consolidated EBITDA

of the Borrower and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal

quarters ending prior to the date of such determination for which financial statements have been delivered

pursuant to Section 7.01(a) or (b) to (y) Fixed Charges for such four fiscal quarters.

“ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without

duplication, of:

(1) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such

period;

(2) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries that was

capitalized during such period; and

(3) all dividends paid, in cash, Cash Equivalents or Indebtedness during such period on any

series of Disqualified Capital Stock of such Person or on Preferred Stock of its Non-Guarantor Restricted

Subsidiaries payable to a party other than the Borrower or a Restricted Subsidiary on a consolidated basis

and in accordance with GAAP.

(4) if since the beginning of such period any Person (that subsequently became a Subsidiary

(excluding all Unrestricted Subsidiaries) or was merged or consolidated with or into the Borrower or any

Subsidiary (excluding all Unrestricted Subsidiaries) since the beginning of such period) will have

incurred any Indebtedness or discharged any Indebtedness, made any disposition or any Investment or

acquisition of assets or property that would have required an adjustment pursuant to clause (1), (2) or (3)

above if made by the Borrower or a Subsidiary (excluding all Unrestricted Subsidiaries) during such

period, Consolidated EBITDA and Fixed Charges for such period will be calculated after giving pro

forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this

definition, the pro forma calculations will be determined in good faith by a responsible financial or

accounting Officer of the Borrower to reflect, without duplication, cost savings, synergies and operating

expense reductions resulting from such Investment, acquisition, disposition, merger or consolidation, in

each case calculated in accordance with and permitted by the definition of “Consolidated EBITDA.” If

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any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense

on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the

applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such

Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any

Indebtedness that is being given pro forma effect bears an interest rate at the option of the Borrower, the

interest rate shall be calculated by applying such optional rate chosen by the Borrower.

“ Flood Insurance Laws ” means collectively, (i) National Flood Insurance Reform Act of 1994

(which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster

Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the

Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute

thereto.

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

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

“ FSHCO ” means any Domestic Subsidiary that owns no material assets other than the equity

interests of one or more Foreign Subsidiaries of the Borrower that is a CFC.

“ Funded Indebtedness ” means, as to any Person at a particular time, without duplication, all of

the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations for borrowed money, whether current or long-term (including the

Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan

agreements or other similar instruments (excluding, for the avoidance of doubt, in all cases any

undrawn amounts under the ABL Facility or any other revolving credit facilities);

(b) all purchase money Indebtedness;

(c) the principal portion of all obligations under conditional sale or other title

retention agreements relating to Property purchased by the Borrower or any Restricted Subsidiary

(other than customary reservations or retentions of title under agreements with suppliers entered

into in the ordinary course of business);

(d) all obligations arising under bankers’ acceptances, bank guaranties, surety bonds

and similar instruments, but excluding all obligations arising under letters of credit;

(e) all obligations in respect of the deferred purchase price of property or services

(other than trade accounts payable and accrued expenses in the ordinary course of business and

purchase price adjustments), including without limitation, any Earn-Out Obligations;

(f) all Attributable Indebtedness with respect to Capital Leases, Synthetic Leases

and Sale Leaseback Transactions;

(g) all Attributable Indebtedness with respect to Securitization Transactions;

(h) all preferred stock or other equity interests providing for mandatory redemptions,

sinking fund or like payments prior to the Maturity Date for Term Loans or, if any Incremental

Term Loans shall be outstanding, the maturity date for such Incremental Term Loans

26

(“ Redeemable Stock ”); provided that Redeemable Stock shall not include any preferred stock or

other equity interest subject to mandatory redemption if (i) such mandatory redemption may be

satisfied by delivering common stock or some other equity interest not subject to mandatory

redemption or (ii) such mandatory redemption is triggered solely by reason of a “change of

control” and is not required to be paid until after the Obligations are paid in full;

(i) all Funded Indebtedness of others to the extent secured by (or for which the

holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured

by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired

by the Borrower or any Restricted Subsidiary, whether or not the obligations secured thereby

have been assumed (other than any rights of LeaseCo under the Relative Rights Agreement);

(j) all Guarantees with respect to Indebtedness of the types specified in clauses (a)

through (i) above of another Person; and

(k) all Indebtedness of the types referred to in clauses (a) through (j) above of any

partnership or joint venture (other than a joint venture that is itself a corporation or limited

liability company) in which such Person is a general partner or joint venturer, except to the extent

that Indebtedness is expressly made non-recourse to such Person.

For purposes hereof, (x) the amount of any direct obligation arising under bankers’ acceptances, bank

guaranties, surety bonds and similar instruments, but excluding all obligations arising under letters of

credit, shall be the maximum amount available to be drawn thereunder and (y) the amount of any

Guarantee shall be the amount of the Indebtedness subject to such Guarantee.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the

opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified

Public Accountants and statements and pronouncements of the Financial Accounting Standards Board,

consistently applied.

“ Governmental Authority ” means any nation or government, any state or other political

subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative

tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of or pertaining to government.

“ Governmental Reimbursement Program Cost ” means with respect to and payable by the

Borrower and its Restricted Subsidiaries the sum of:

(i) all amounts (including punitive and other similar amounts) agreed to be paid or

payable (A) in settlement of claims or (B) as a result of a final, non-appealable judgment, award

or similar order, in each case, relating to participation in Medical Reimbursement Programs;

(ii) all final, non-appealable fines, penalties, forfeitures or other amounts rendered

pursuant to criminal indictments or other criminal proceedings relating to participation in Medical

Reimbursement Programs; and

(iii) the amount of final, non-appealable recovery, damages, awards, penalties,

forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation, review or

other legal or administrative proceeding of any kind relating to participation in Medical

Reimbursement Programs.

27

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person

guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable

by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including

any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the

purchase or payment of) such Indebtedness or other payment obligation, (ii) to purchase or lease property,

securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other

payment obligation of the payment or performance of such Indebtedness or other payment obligation, (iii)

to maintain working capital, equity capital or any other financial statement condition or liquidity or level

of income or cash flow of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other

manner the obligee in respect of such Indebtedness or other obligation of the payment thereof or to

protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of

such Person securing any Indebtedness or other payment obligation of any other Person, whether or not

such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee shall be

deemed to be an amount equal to the stated or determinable amount of the related primary payment

obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or

determinable, the maximum reasonably anticipated liability in respect thereof as determined by the

guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guaranteed Obligations ” has the meaning set forth in Section 4.06 .

“ Guarantors ” means Parent and each Material Domestic Subsidiary of the Borrower identified on

the signature pages hereto as a “Guarantor” and each other Person that joins as a Guarantor pursuant to

Section 7.12 , together with their successors and permitted assigns; provided that no Excluded Subsidiary

(including the ETMC JV) shall be required to be a Guarantor.

“ Guaranty ” means the Guaranty made by the Guarantors in favor of the Administrative Agent and

the Lenders pursuant to Article IV hereof.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous

or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or

asbestos-containing materials, polychlorinated biphenyls, per- or polyfluoroalkyl substances, radon gas,

infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

“ HHS ” means the United States Department of Health and Human Services and any successor

thereof.

“ Hillcrest Account ” means that certain Deposit Account with the Bank of Oklahoma in the name

of AHS Hillcrest Medical Center, LLC, and having the account number 209932452, into which funds in

an initial amount approximately equal to $25,000,000 have been deposited and from which funds will be

paid or payable to the Underlying Claim Holder (as defined in the Ardent Acquisition Agreement as in

effect on the Original Closing Date) (including any fines, penalties, assessments, fees, expenses, costs,

judgments, awards and interest and any amount paid with respect to any settlement of a Proceeding (as

defined in the Ardent Acquisition Agreement as in effect on the Original Closing Date)) with respect to

the Underlying Claim (as defined in the Ardent Acquisition Agreement as in effect on the Original

Closing Date).

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as amended by

the Health Information Technology for Economic and Clinical Health Act amendments to the American

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Recovery and Reinvestment Act of 2009, and as the same may be amended, modified or supplemented

from time to time, and any successor statute thereto, and any and all rules or regulations promulgated

from time to time thereunder.

“ HIPAA Standards ” has the meaning specified in Section 7.08 .

“ HMO ” means any health maintenance organization, managed care organization, any Person

doing business as a health maintenance organization or managed care organization, or any Person

required to qualify or be licensed as a health maintenance organization or managed care organization

under applicable federal or state law (including, without limitation, HMO Regulations).

“ HMO Business ” means the business of owning and operating an HMO or other similar regulated

entity or business.

“ HMO Entity ” means a Person that is capitalized or licensed as an HMO, conducting HMO

Business or providing managed care services.

“ HMO Regulations ” means all laws, regulations, directives and administrative orders applicable

under federal or state law to any HMO Entity (and any regulations, orders and directives promulgated or

issued pursuant to any of the foregoing) and all applicable sections of Subchapter XI of Title 42 of the

United States Code (and any regulations, orders and directives promulgated or issued pursuant thereto,

including, without limitation, Part 417 of Chapter IV of Title 42 of the Code of Federal Regulations).

“ Hospital ” means a hospital, outpatient clinic, outpatient surgical center, long-term care facility,

diagnostic facility, medical office building or other facility or business that is used or useful in or related

to the provision of healthcare services.

“ Impacted Loans ” has the meaning set forth in Section 3.03(a) .

“ Incremental Amendment ” has the meaning specified in Section 2.14(d) .

“ Incremental Term Loan Extension Effective Date ” has the meaning set forth in Section 2.17(b) .

“ Incremental Term Loans ” has the meaning specified in Section 2.14(a) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the

following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all Funded Indebtedness and all obligations arising under letters of credit

(including standby and commercial);

(b) net obligations under any Swap Contract;

(c) all Guarantees with respect to outstanding Indebtedness of the types specified in

clauses (a) and (b) above of any other Person; and

(d) all Indebtedness of the types referred to in clauses (a) through (c) above of any

partnership or joint venture (other than a joint venture that is itself a corporation or limited

liability company) in which the Borrower or a Restricted Subsidiary is a general partner or joint

venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such

Restricted Subsidiary.

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For purposes hereof (x) the amount of any direct obligations arising under letters of credit

(including standby and commercial) shall be the maximum amount available to be drawn thereunder, (y)

the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap

Termination Value thereof as of such date and (z) the amount of any Guarantee shall be the amount of the

Indebtedness subject to such Guarantee; provided that, notwithstanding the foregoing, Indebtedness shall

be deemed not to include any Physician Support Obligations or any obligations arising under the Master

Lease (and, for the avoidance of doubt, any Physician Support Obligations and obligations arising under

the Master Lease shall be exempt from Section 8.03 ).

“ Indemnified Liabilities ” has the meaning set forth in Section 11.05 .

“ Indemnified Taxes ” means any Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitees ” has the meaning set forth in Section 11.05 .

“ Indenture Trustee ” means U.S. Bank National Association, as trustee under the 2029 Notes

Indenture.

“ Initial Term Commitment ” means (a) as to each Person, the obligation of such Person to have

made an Initial Term Loan on the Effective Date to the Borrower pursuant to Section 2.01 in the principal

amount set forth opposite such Person’s name on Schedule 2.01 under the heading “Initial Term

Commitment” and (b) in the case of any Lender that becomes a Lender after the Effective Date, the

amount specified as such Lender’s “Initial Term Commitment” in the Assignment and Assumption

pursuant to which such Lender assumed a portion of the aggregate Initial Term Commitment, in each case

as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the

Initial Term Commitments on the Effective Date is $900,000,000.

“ Initial Term Lender ” means any Lender that has had an Initial Term Commitment or any Lender

that has purchased an Initial Term Loan pursuant to one or more Assignment and Assumptions in

accordance with the terms hereof , in each case, prior to the Amendment No. 2 Effective Date .

“ Initial Term Loans ” means the Term Loans made by the Initial Term Lenders to the Borrower on

the Effective Date pursuant to Section 2.01 (a) .

“ Insurer ” means a Person that insures a Patient against certain of the costs incurred in the receipt

by such Patient of Medical Services, or that has an agreement with a Loan Party to compensate such Loan

Party for providing services to a Patient.

“ Intercompany Note ” means a promissory note substantially in the form of Exhibit K , or such

other promissory note that shall be reasonably satisfactory to the Administrative Agent; it being

understood that (x) the Required Payment Intercompany Note and (y) the intercompany notes evidencing

(i) the Working Capital Intercompany Loans and (ii) the intercompany loan permitted under Section

8.02(ee)(iii) constitute “Intercompany Notes.”

“ Intercompany Security Documents ” means each security agreement, pledge agreement,

mortgage, deed of trust or other security document reasonably requested by, and in form and substance

reasonably satisfactory to, the Administrative Agent, in each case executed by a Non-Guarantor

Restricted Subsidiary in favor of any Loan Party in accordance with the terms hereof, with such

modifications thereto as are necessary to be in compliance with applicable state law (any such

modifications to be reasonably acceptable to the Administrative Agent).

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“ Intercreditor Agreement ” means (i) if the ABL Credit Agreement in effect is the ABL Credit

Agreement described in clause (i) of the definition thereof, the Intercreditor Agreement dated the Original

Closing Date among the Administrative Agent, the ABL Administrative Agent and the other parties from

time to time party thereto substantially in the form attached hereto as Exhibit P (as amended, restated,

amended and restated, supplemented or otherwise modified from time to time) and (ii) in all other cases,

any Refinancing Intercreditor Agreement.

“ Interest Payment Date ” means (a) as to any Loan other than a Base Rate Loan, the last Business

Day (subject to Section 2.12(b) ) of each Interest Period applicable to such Loan and the Maturity Date for

such Loan; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months,

the respective dates that fall every three months after the beginning of such Interest Period shall also be

Interest Payment Dates; and (b) as to any Base Rate Loan, the first day of each calendar quarter and the

Maturity Date with respect to such Base Rate Loan.

“ Interest Period ” means as to each Term SOFR Loan, the period commencing on the date such

Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date

one, three, six or, if available to, and upon the consent of the Administrative Agent and all applicable

Lenders, such other period that is twelve months or less, as selected by the Borrower in its Loan Notice;

provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day

shall be extended to the next succeeding Business Day unless such Business Day falls in another

calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or

on a day for which there is no numerically corresponding day in the calendar month at the end of

such Interest Period) shall end on the last Business Day of the calendar month at the end of such

Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date with respect to such

Term SOFR Loan.

“ Interest Rate Agreement ” means, with respect to any Person any interest rate protection

agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement,

interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar

agreement or arrangement as to which such Person is party or a beneficiary.

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

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such

Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b)

a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other

acquisition of any other debt or equity participation or interest in, another Person, including any

partnership or joint venture interest in such other Person, or (c) an Acquisition; provided that,

notwithstanding anything to the contrary set forth herein or in any other Loan Document, the LHP Cash

Management Transfer System shall not constitute Investments. For purposes of covenant compliance, the

amount of any Investment shall be the amount actually invested, without adjustment for subsequent

increases or decreases in the value of such Investment.

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“ Involuntary Disposition ” means any loss of, damage to or destruction of, or any condemnation

or other taking for public use of, any Property of the Borrower or any Restricted Subsidiary which gives

rise to the receipt by the Borrower or any Restricted Subsidiary of insurance proceeds or condemnation

awards to replace or repair such Property.

“ IP Rights ” has the meaning set forth in Section 6.17 .

“ IRS ” means the United States Internal Revenue Service.

“ Joint Book Runners ” means Bank of America, Barclays and JPMorgan, in their capacities as

joint lead arrangers and joint book runners under any of the Loan Documents.

“ Joint Venture ” of a Person means a corporation, partnership, joint venture, limited liability

company or other business entity (a) of which less than a majority of the shares of Capital Stock having

ordinary voting power for the election of directors or other governing body (other than Capital Stock

having such power only by reason of the happening of a contingency) are at the time beneficially owned,

directly, or indirectly through one or more intermediaries, or both, by such Person and (b) which is not

otherwise a Subsidiary of such Person; provided, however, that Parent and the other Loan Parties shall

cause each of their respective Subsidiaries and Affiliates to use commercially reasonable efforts to ensure

that any Joint Venture Agreements entered into after the Effective Date shall not have any restrictions on

granting any liens on, or security interests in, the Capital Stock held directly or indirectly by a Loan Party

in such Joint Venture. Unless otherwise specified, all references herein to a “Joint Venture” or to “Joint

Ventures” shall refer to a Joint Venture or Joint Ventures of the Borrower.

“ Joint Venture Agreements ” means the Organization Documents of any Joint Venture existing

from time to time.

“ JPMorgan ” means JPMorgan Chase Bank, N.A. and its successors.

“ JV Clinical Management Agreement ” means that certain UTHSCT Clinical Operations

Management Agreement, dated as of February 26, 2018, between ETMC JV and UT Xxxxx.

“ JV Management Agreement ” means that certain Company Management Agreement, dated as of

February 26, 2018, between ETMC JV and AHS East Texas.

“ JV Sub-Management Agreement ” means that certain Company Management Agreement, dated

as of February 26, 2018, between ETMC JV and AHS Management Company, Inc.

“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties,

rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,

including the interpretation or administration thereof by any Governmental Authority charged with the

enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental

Authority, in each case whether or not having the force of law.

“ LCT Election ” has the meaning specified in Section 1.08 .

“ LCT Test Date ” has the meaning specified in Section 1.08 .

32

“ LeaseCo ” means collectively, the entities listed on the Schedule of Landlords attached to the

Relative Rights Agreement, each a wholly-owned affiliate of Ventas, and their successors, replacements

and permitted assigns in such capacity.

“ Lender ” means (a) each of the Persons identified as a “Lender” on the signature pages to the

Amendment and Restatement Agreement and their successors and permitted assigns and (b) other Term

Loan Lenders,

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such

in such Xxxxxx’s Administrative Questionnaire, or such other office or offices as a Lender may from time

to time notify the Borrower and the Administrative Agent.

“ LHP ” means LHP Hospital Group, Inc.

“ LHP/ETMC ABL Facility Silo ” means the ETMC Credit Facility (as defined in the ABL Credit

Agreement).

“ LHP Cash Management Transfer System ” means the ordinary course transfer of funds among

LHP, its Subsidiaries and Joint Ventures, in each case consistent with past practices.

“ Lien ” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement,

encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or

preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title

retention agreement, and any financing lease having substantially the same economic effect as any of the

foregoing).

“ Limited Condition Acquisition ” means any acquisition of an Acquired Entity or Business the

consummation of which is not conditioned on the availability of financing.

“ Loan Documents ” means this Agreement, the Amendment and Restatement Agreement,

Amendment No. 1, Amendment No. 2, each Term Note, the Collateral Documents, the Intercreditor

Agreement, the Relative Rights Agreement, each Loan Notice, each Excess Cash Certificate, the Fee

Letter and each other document, instrument or agreement from time to time executed by the Parent, the

Borrower or any other Loan Party and delivered in connection with this Agreement (including, without

limitation, in connection with the Ventas Purchase Option Term Loans).

“ Loan Notice ” means a notice of (a) a Borrowing of a Term Loan, (b) a conversion of Loans from

one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a) , which

shall be substantially in the form of Exhibit D or such other form as may be reasonably approved by the

Administrative Agent (including any form on an electronic platform or electronic transmission system as

shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a

Responsible Officer of the Borrower.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors.

“ Loans ” means an extension of credit by a Lender to the Borrower under Article II in the form of

a Term Loan or Incremental Term Loan, as applicable. For the avoidance of doubt, after the

consummation of the Ventas Purchase Option and the transactions contemplated by Section 2.18, any

reference to “Loans” shall be deemed to refer to Ventas Purchase Option Term Loans and/or Non-Ventas

Purchase Option Term Loans, as applicable.

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“ Master Lease ” means that certain Master Lease Agreement, dated as of August 4, 2015, among

LeaseCo and certain of Affiliates of the Borrower, regarding the lease of LeaseCo’s Real Property to the

Borrower and its Subsidiaries, as amended, restated, supplemented or otherwise modified from time to

time.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect

upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the

Borrower and its Restricted Subsidiaries, taken as a whole; (b) a material impairment of the ability of the

Borrower and the Guarantors taken as a whole to perform their obligations under the Loan Documents; (c)

a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or

any Guarantor of any Loan Document to which it is a party or (d) a material impairment of the rights of or

benefits or remedies available to the Lenders or the Administrative Agent taken as a whole under any Loan

Document.

“ Material Domestic Subsidiary ” means any Wholly Owned Domestic Subsidiary of the Borrower

that is a Restricted Subsidiary and (a) as of the end of any fiscal quarter period, has total assets with a

book value averaging greater than 2.5% of the total assets of the Borrower and its Restricted Subsidiaries

taken as a whole or (b) has revenues for the most recent twelve-month period greater than 2.5% of the

total revenues for the most recent twelve-month period in the aggregate of the Borrower and its Restricted

Subsidiaries taken as a whole; provided that if, at any time and from time to time after the Effective Date,

Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors solely

because they do not meet the thresholds set forth in clauses (a) or (b), together with the other Domestic

Subsidiaries that are Restricted Subsidiaries but are not Guarantors (including (x) all Captive Insurance

Subsidiaries (and any Subsidiaries thereof), but excluding (y) all non-Wholly Owned Subsidiaries and

Joint Ventures) have in the aggregate total assets with a book value averaging greater than 5% of the total

assets of the Borrower and its Restricted Subsidiaries taken as a whole or have in the aggregate revenues

for the most recent twelve-month period greater than 5% of the total revenues for the most recent twelve-

month period of the Borrower and its Restricted Subsidiaries taken as a whole, then the Borrower shall,

not later than forty-five (45) days after the date by which financial statements for such quarter are

required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent

may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more

of such Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries as “Material Domestic

Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply

with the provisions of Section 7.12 applicable to such Subsidiary (other than Excluded Subsidiaries).

“ Maturity and Weighted Average Life to Maturity Limitations ” has the meaning set forth in

Section 2.14(b) .

“ Maturity Date ” means the date that is the seven year anniversary of the Effective Date, or, if

such day is not a Business Day, the immediately succeeding Business Day.

“ Maximum Rate ” has the meaning set forth in Section 11.10 .

“ Medicaid ” means that means-tested entitlement program under Title XIX of the Social Security

Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set

forth at Section 1396, et seq . of Title 42 of the United States Code, as amended, and any statute succeeding

thereto.

“ Medicaid Provider Agreement ” means an agreement entered into between a state agency or other

such entity administering the Medicaid program and a health care provider or supplier under which the

34

health care provider or supplier agrees to provide services for Medicaid patients in accordance with the

terms of the agreement and Medicaid Regulations.

“ Medicaid Regulations ” means, collectively, (i) all federal statutes (whether set forth in Title XIX

of the Social Security Act or elsewhere) affecting Medicaid and any statutes succeeding thereto; (ii) all

applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities

promulgated pursuant to or in connection with the statutes described in clause (i) above and all federal

administrative, reimbursement and other guidelines of all Governmental Authorities having the force of

law promulgated pursuant to or in connection with the statutes described in clause (i) above; (iii) all state

statutes and plans for medical assistance enacted in connection with the statutes and provisions described

in clauses (i) and (ii) above; and (iv) all applicable provisions of all rules, regulations, manuals and orders

of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in

clause (iii) above and all state administrative, reimbursement and other guidelines of all Governmental

Authorities having the force of law promulgated pursuant to or in connection with the statutes described

in clause (ii) above, in each case as may be amended, supplemented or otherwise modified from time to

time.

“ Medical Reimbursement Programs ” means a collective reference to the Medicare, Medicaid and

TRICARE programs and any other health care program operated by or financed in whole or in part by

any foreign or domestic federal, state or local government and any other non-government funded third

party payor programs.

“ Medical Services ” means medical and health care services provided to a Patient, including, but

not limited to, medical and health care services provided to a Patient and performed by a Loan Party

which are covered by a policy of insurance issued by an Insurer, and includes physician services, nurse

and therapist services, dental services, hospital services, skilled nursing facility services, comprehensive

outpatient rehabilitation services, home health care services, residential and out-patient behavioral

healthcare services, and medicine or health care equipment provided by a Loan Party to a Patient for a

necessary or specifically requested valid and proper medical or health purpose.

“ Medicare ” means that government-sponsored entitlement program under Title XVIII of the

Social Security Act, which provides for a health insurance system for eligible individuals, as set forth at

Section 1395, et seq . of Title 42 of the United States Code, as amended, and any statute succeeding

thereto.

“ Medicare Provider Agreement ” means an agreement entered into between CMS or other such

entity administering the Medicare program on behalf of CMS, and a health care provider or supplier

under which the health care provider or supplier agrees to provide services for Medicare patients in

accordance with the terms of the agreement and Medicare Regulations.

“ Medicare Regulations ” means, collectively, all federal statutes (whether set forth in Title XVIII

of the Social Security Act or elsewhere) affecting Medicare and any statutes succeeding thereto; together

with all applicable provisions of all rules, regulations, manuals and orders and administrative,

reimbursement and other guidelines having the force of law of all Governmental Authorities (including,

without limitation, CMS, the OIG, HHS, or any person succeeding to the functions of any of the

foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as

each may be amended, supplemented or otherwise modified from time to time.

“ MFN Provisions ” has the meaning set forth in Section 2.14(b) .

35

“ MOB Disposition ” has the meaning set forth in Section 8.05(iii) .

“ Xxxxx’x ” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“ Mortgage Instrument ” means the fully executed and notarized mortgages, deeds of trust or deeds

to secure debt executed by a Loan Party in favor of the Administrative Agent, as the same may be

amended, modified, restated or supplemented from time to time.

“ Mortgaged Property ” means (a) the Real Property identified on Schedule 1.01 and (b) each

owned Real Property of the Loan Parties which shall be required to be encumbered by a Mortgage

Instrument delivered after the Original Closing Date pursuant to Section 7.14 .

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section

4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make

contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ NAIC ” means the National Association of Insurance Commissioners, a national organization of

insurance regulators.

“ Net Cash Proceeds ” means the aggregate cash or Cash Equivalents proceeds received by the

Borrower or any Restricted Subsidiary in respect of any Disposition (including the sale of the Capital

Stock in any Joint Venture), Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in

connection therewith (including, without limitation, legal, accounting and investment banking fees, and

sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or

Involuntary Disposition by the Borrower or any Restricted Subsidiary thereof, the amount necessary to

retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative

Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without

limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash

consideration received by the Borrower or any Restricted Subsidiary in any Disposition, Debt Issuance or

Involuntary Disposition; provided , however , that if in connection with a Disposition or Involuntary

Disposition the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent

at the time of receipt thereof setting forth the Borrower’s intention to reinvest such proceeds in productive

assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries

(including assets acquired in a Permitted Acquisition), such proceeds shall not constitute Net Cash

Proceeds if (x) within one (1) year of receipt thereof such proceeds are so reinvested and (y) no Event of

Default shall have occurred and shall be continuing at the time of such certificate or at the time such

proceeds are contractually committed to be used; provided further that if prior to the end of such one (1)

year period, such proceeds have not been reinvested but have been contractually committed to be so

reinvested, such proceeds shall not constitute Net Cash Proceeds except to the extent not actually

reinvested within an additional 180-day period following such one (1) year period, at which time such

proceeds shall be deemed to be Net Cash Proceeds.

“Non-Converting Consenting Lender” means a Lender that has elected to be a “Non-Converting

Consenting Lender” on its signature page to Amendment No. 2.

“ Non-Debt Fund Affiliate ” shall mean an Affiliate of the Borrower that is not a Debt Fund

Affiliate or a Purchasing Borrower Party.

“ Non-Extending Term Lenders ” has the meaning set forth in Section 2.17(b) .

36

“ Non-Guarantor Restricted Subsidiary ” means any Restricted Subsidiary of the Borrower which

is not a Loan Party.

“ Non-Ventas Purchase Option Term Loans ” means the Term Loans outstanding after giving

effect to the Ventas Purchase Option Assignment that are not Ventas Purchase Option Term Loans.

“ Non-Recourse Debt ” means Indebtedness of a Person:

(1) as to which neither the Borrower nor any Restricted Subsidiary (a) provides any

Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or

instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or

otherwise); and

(2) no default with respect to which (including any rights that the holders thereof may have

to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time

or both) any holder of any other Indebtedness of the Borrower or any Restricted Subsidiary to declare a

default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to

its Stated Maturity.

“ Non-Tenant Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit

J-1 executed and delivered by a Domestic Restricted Subsidiary (other than a Tenant Subsidiary) in

accordance with the provisions of Section 7.12 .

“ Non-Tenant Subsidiary Pledge Agreement ” means the Pledge Agreement in the form of Exhibit

B-1 dated as of the Original Closing Date executed in favor of the Administrative Agent by each of the

Loan Parties (other than the Tenant Subsidiaries), as amended, modified, restated or supplemented from

time to time.

“ Non-Tenant Subsidiary Security Agreement ” means the Security Agreement substantially in the

form of Exhibit C-1 dated as of the Original Closing Date executed in favor of the Administrative Agent

by each of the Loan Parties (other than any Tenant Subsidiaries), as amended, modified, restated or

supplemented from time to time.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of,

any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct

or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now

existing or hereafter arising and including interest and fees that accrue after the commencement by or

against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming

such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed

claims in such proceeding.

“ OID ” has the meaning assigned in Section 2.14(b) .

“ OIG ” means the Office of Inspector General of HHS and any successor thereof.

“ Organization Documents ” means (a) with respect to any corporation, the certificate or articles of

incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any

non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of

formation or organization and operating agreement; and (c) with respect to any partnership, joint venture,

trust or other form of business entity, the partnership, joint venture or other applicable agreement of

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formation or organization and any agreement, instrument, filing or notice with respect thereto filed in

connection with its formation or organization with the applicable Governmental Authority in the

jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or

organization of such entity.

“ Original Closing Date ” means June 28, 2018.

“ Other Appointment and Resignation Documentation ” has the meaning assigned to such term in

the Amendment and Restatement Agreement.

“ Other Taxes ” has the meaning set forth in Section 3.01(b) .

“ Outstanding Amount ” means with respect to any Loans on any date, the aggregate outstanding

principal amount thereof after giving effect to any borrowings and prepayments or repayments of any

Loans occurring on such date.

“ PACE Financing ” shall mean a financing secured by a real estate tax assessment on a property in

accordance with state and local Laws.

“ Parent ” has the meaning provided in the introductory paragraph hereto.

“ Participant ” has the meaning assigned in Section 11.07(d) .

“ Participant Register ” has the meaning set forth in Section 11.07(d) .

“ Patient ” means any Person receiving Medical Services from a Loan Party and all Persons legally

liable to pay a Loan Party for such Medical Services other than Insurers.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section

3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or

maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate

contributes or has an obligation to contribute, or in the case of a multiple employer or other plan

described in Section 4064(a) of ERISA, has made contributions at any time during the immediately

preceding five plan years.

“ Permitted Acquisition ” means, subject to Section 1.08 , an Acquisition of at least a majority of

the Voting Stock and the Capital Stock of a Person that becomes a Restricted Subsidiary or an

Acquisition of a substantial portion of the Property of a Person by a Borrower or a Restricted Subsidiary;

provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is

used or useful in the same or a substantially similar line of business (or complementary, supplemental or

ancillary thereto) as the Loan Parties and their Subsidiaries, (ii) in the case of an Acquisition of the

Capital Stock of another Person, the board of directors (or other comparable governing body) of such

other Person shall have duly approved such Acquisition, (iii) immediately prior to and after giving effect

to any such Acquisition, no Event of Default shall have occurred and be continuing, (iv) if the aggregate

consideration for such Acquisition (including Earn-Out Obligations exceeding $10,000,000 in the

aggregate, cash and non-cash consideration, any deferred capital expenditures and any assumption of

liabilities, but excluding (A) any Equity Issuance made to the applicable seller as part of the purchase

price, (B) any portion of the purchase price funded, directly or indirectly, with the proceeds of any

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Equity Issuance and (C) any purchase price and/or working capital adjustments) exceeds $10,000,000 in

the aggregate, such Person’s operations, assets and property shall not be subject (directly or indirectly) to

the ETMC JV Agreement and (v) the acquired Person and its Subsidiaries and/or the entity that acquires

such Property, as applicable, shall become Guarantors and pledge Collateral to the extent required

pursuant to Section 7.12 and Section 7.14 ; provided further that the aggregate amount of Permitted

Acquisitions of Non-Guarantor Restricted Subsidiaries and of entities that become ETMC Subsidiaries

and Permitted Acquisitions by Non-Guarantor Restricted Subsidiaries or ETMC Subsidiaries, when

taken together with the aggregate amount of Investments pursuant to Section 8.02(i) shall not exceed the

greater of (x) $140,000,000 and (y) 30% of Consolidated EBITDA.

“ Permitted Investments ” means, at any time, Investments by the Borrower and its Restricted

Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.02 .

“ Permitted IRB Transaction ” means any transaction in which (x) a Governmental Authority

issues industrial revenue bonds or other similar tax-exempt securities (the “ Applicable Securities ”) in

connection with the financing of assets (the “ Applicable Assets ”) that would not otherwise qualify as

Collateral (including any issuances in connection with financing the business acquired pursuant to the

Topeka Acquisition) and (y) the Borrower or a Restricted Subsidiary purchases in cash (the “ Applicable

Cash ”) such Applicable Securities; provided that (a) no Person other than the Borrower or a Restricted

Subsidiary may hold such Applicable Securities or be entitled to exercise any rights or remedies with

respect thereto, (b) no assets other than the Applicable Assets or the Applicable Cash may secure such

Applicable Securities and (c) neither the Borrower nor any Restricted Subsidiary may be an obligor with

respect to such Applicable Securities.

“ Permitted Liens ” means, at any time, Liens in respect of Property of the Borrower and its

Restricted Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01 .

“ Permitted Merger ” has the meaning set forth in Section 8.04 .

“ Permitted Sale Leaseback ” means any Sale and Leaseback Transaction consummated by the

Borrower or any Restricted Subsidiary after the Original Closing Date; provided that (a) no Default or

Event of Default shall have occurred or be continuing or would result therefrom, (b) after giving pro

forma effect thereto, the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) does not

exceed 3.75:1.00, (c) no less than 75% of the aggregate consideration received in such Sale and

Leaseback Transaction shall be in cash and Cash Equivalents, (d) the Borrower or the applicable

Restricted Subsidiary shall receive at least fair market value (as determined by the Borrower in good

faith) for any property disposed of in such Sale and Leaseback Transaction and (e) the Net Cash Proceeds

thereof shall be applied in accordance with Section 2.05(b)(ii).

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture,

association, company, partnership, Governmental Authority or other entity.

“ Physician Groups ” means MPV New Jersey MD Services, P.C., and any other similar

professional corporation, limited liability company, partnership or other entity that provides or arranges

medical services in a state that only permits the equity interests of such entity to be held by one or more

licensed physicians or licensed professionals or professional entities.

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“ Physician Support Obligation ” means:

(1) a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, (x) a

physician or healthcare professional providing service to patients in the service area of a Hospital

operated by the Borrower or any Restricted Subsidiary or (y) any independent practice association or

other entity that is majority owned by any Person or group of Persons described in clause (x), in either

case made or given by the Borrower or any Restricted Subsidiary

(a) in the ordinary course of its business; and

(b) pursuant to a written agreement having a period not to exceed five years; or

(2) Guarantees by the Borrower or any Restricted Subsidiary of leases and loans to

acquire property (real or personal) for or on behalf of a physician, healthcare professional or any

independent practice association or other entity that is majority owned by any Person or group of Persons

described in clause (x) above providing service to patients in the service area of a Hospital operated by

the Borrower or any Restricted Subsidiary.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)

established or maintained by the Borrower.

“ Platform ” has the meaning specified in Section 7.02 .

“ Pledge Agreements ” means the Tenant Subsidiary Pledge Agreement and the Non-Tenant

Subsidiary Pledge Agreement.

“ Pledged ETMC Distribution Account ” has the meaning specified in Section 8.16 .

“ Preferred Stock ” as applied to the Capital Stock of any corporation, means Capital Stock of any

class or classes (however designated) that is preferred as to the payment of dividends upon liquidation,

dissolution or winding up.

“ Prepayment Notice ” means a notice by the Borrower to prepay Loans, which shall be

substantially in the form of Exhibit E (or such other form as the Administrative Agent may approve).

“ Privacy Standards ” has the meaning specified in Section 7.08 .

“ Pro Forma Basis ” means, for all purposes hereof, that any Disposition, Involuntary Disposition

or Acquisition, any Approved Hospital Swap and the incurrence of any Loan or any Subordinated

Indebtedness shall be deemed to have occurred as of the first day of the most recent four fiscal quarter

period in respect of which financial statements have been delivered (or are already required to have been

delivered) hereunder preceding the date of such transaction or incurrence. In connection with the

foregoing, (a) with respect to any Disposition or Involuntary Disposition, (i) income statement and cash

flow statement items (whether positive or negative) attributable to the Property disposed of shall be

excluded to the extent relating to any period occurring prior to the date of such transaction and (ii)

Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the

applicable period and (b) with respect to any Acquisition, (i) income statement items attributable to the

Person or Property acquired shall be included to the extent relating to any period applicable in such

calculations to the extent (A) such items are not otherwise included in such income statement items for

the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set

forth in Section 1.01 and (B) such items are supported by financial statements or other information

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reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by the

Borrower or any Subsidiary (including the Person or Property acquired) in connection with such

transaction and any Indebtedness of the Person or Property acquired which is not retired in connection

with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable

period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest

for the applicable period for purposes of this definition determined by utilizing the rate which is or would

be in effect with respect to such Indebtedness as at the relevant date of determination. Furthermore, pro

forma calculations of Consolidated EBITDA shall not give effect to anticipated cost savings, synergies,

operating expense reductions and/or increases to Consolidated EBITDA for the applicable period, except

in cases where factually supportable and identifiable pro forma cost savings and/or increases to

Consolidated EBITDA for the applicable period with respect to an Acquisition (in each case reasonably

expected to occur within 24 months of the respective date of such Acquisition) that are attributable to

such Acquisition are demonstrated in writing by the Borrower (with supporting calculations) to the

Administrative Agent at the time of the relevant Acquisition; provided , further , that the