AMENDMENT NO. 2, dated as of May 4, 2011 (this “Amendment”), to the Credit Agreement, dated as of November 17, 2006 (the “Original Credit Agreement”), as amended and restated as of June 20, 2007 (the “Amended and Restated Credit Agreement”), and as...

          AMENDMENT NO. 2, dated as of May 4, 2011 (this “Amendment”), to the Credit Agreement, dated as of November 17, 2006 (the “Original Credit Agreement”), as amended and restated as of June 20, 2007 (the “Amended and Restated Credit Agreement”), and as further amended and restated as of May 4, 2011, by and among HCA INC., a Delaware corporation (“HCA”), the Subsidiary Borrowers party thereto, the lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other parties named therein (as amended, the “Second Amended and Restated Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Second Amended and Restated Credit Agreement.

          WHEREAS, the Credit Parties desire to amend the Amended and Restated Credit Agreement and certain of the other Credit Documents on the terms set forth herein;

          WHEREAS, Section 14.1 of the Amended and Restated Credit Agreement provides that the relevant Credit Parties and the Required Lenders may amend the Amended and Restated Credit Agreement and the other Credit Documents;

          NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          Section 1. Amendment. The Amended and Restated Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add 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 Second Amended and Restated Credit Agreement attached as Exhibit A hereto.

          Section 2. Representations and Warranties, No Default. The Borrowers hereby represent and warrant that immediately prior to and immediately after giving effect to this Amendment (i) no Default or Event of Default exists and (ii) all representations and warranties contained in the Amended and Restated Credit Agreement or in any other Credit Document are true and correct in all material respects with the same effect as though such representations and warranties had been made on the date hereof (except that any representation or warranty which by its terms is made only as of a specified date is true and correct in all material respects only as of such specified date).

          Section 3. Effectiveness. Upon receipt by the Administrative Agent of executed signature pages hereto from the Required Lenders and each Credit Party, the terms and conditions of this Amendment shall become effective as part of the terms and conditions of the Second Amended and Restated Credit Agreement for any and all purposes; provided, however, the amendments to the Second Amended and Restated Credit Agreement attached as Exhibit A hereto shall not become operative until an amendment to the CF Agreement has become operative.

          Section 4. 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 deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

          Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

          Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the other Secured Parties under the Amended and Restated Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other provision of either such agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended and Restated Credit Agreement or any other Credit Document is hereby ratified and reaffirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. From and after the effective date of this Amendment, all references to the Amended and Restated Credit Agreement in any Credit Document shall, unless expressly provided otherwise, refer to the Amended and Restated Credit Agreement as amended by this Amendment.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

[Signature Page to Amendment]

Schedule I
To Amendment No. 2 to the Credit Agreement

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

American Medicorp Development Co.

Bay Hospital, Inc.

▇▇▇▇▇▇▇ City Community Hospital, Inc.

Brookwood Medical Center of Gulfport, Inc.

Capital Division, Inc.

Centerpoint Medical Center of Independence, LLC

Central Florida Regional Hospital, Inc.

Central Shared Services, LLC

Central Tennessee Hospital Corporation

CHCA Bayshore, L.P.

*

CHCA Conroe, L.P.

*

CHCA Mainland, L.P.

*

CHCA West Houston, L.P.

*

CHCA Woman’s Hospital, L.P.

*

Chippenham & ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Hospitals, Inc.

CMS GP, LLC

Colorado Health Systems, Inc.

Columbia ASC Management, L.P.

*

Columbia Jacksonville Healthcare System, Inc.

Columbia LaGrange Hospital, Inc.

Columbia Medical Center of Arlington Subsidiary, L.P.

*

Columbia Medical Center of ▇▇▇▇▇▇ Subsidiary, L.P.

*

Columbia Medical Center of Las Colinas, Inc.

Columbia Medical Center of Lewisville Subsidiary, L.P.

*

Columbia Medical Center of ▇▇▇▇▇▇▇▇ Subsidiary, L.P.

*

Columbia Medical Center of Plano Subsidiary, L.P.

*

Columbia North Hills Hospital Subsidiary, L.P.

*

Columbia ▇▇▇▇▇ Medical Center, Inc.

Columbia Parkersburg Healthcare System, LLC

Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.

*

Columbia Polk General Hospital, Inc.

Columbia Rio Grande Healthcare, L.P.

*

Columbia Riverside, Inc.

Columbia Valley Healthcare System, L.P.

*

Columbia/Alleghany Regional Hospital, Incorporated

Columbia/HCA ▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.

Columbine Psychiatric Center, Inc.

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

Columbus Cardiology, Inc.

Conroe Hospital Corporation

Dallas/Ft. Worth Physician, LLC

▇▇▇▇▇▇▇▇▇ Hospital Corporation

Dublin Community Hospital, LLC

Eastern Idaho Health Services, Inc.

▇▇▇▇▇▇ ▇▇▇▇▇ Hospital, Inc.

El Paso Surgicenter, Inc.

Encino Hospital Corporation, Inc.

EP Health, LLC

Fairview Park GP, LLC

Fairview Park, Limited Partnership

*

Frankfort Hospital, Inc.

▇▇▇▇▇ Property, LLC

Good Samaritan Hospital, L.P.

*

▇▇▇▇▇▇▇-Trinity Family Care, LLC

GPCH-GP, Inc.

Grand Strand Regional Medical Center, LLC

Green Oaks Hospital Subsidiary, L.P.

*

Greenview Hospital, Inc.

HCA — IT&S Field Operations, Inc.

HCA — IT&S Inventory Management, Inc.

HCA Central Group, Inc.

HCA Health Services of Florida, Inc.

HCA Health Services of Louisiana, Inc.

HCA Health Services of Oklahoma, Inc.

HCA Health Services of Tennessee, Inc.

HCA Health Services of Virginia, Inc.

HCA Management Services, L.P.

*

HCA Realty, Inc.

HD&S Corp. Successor, Inc.

Health Midwest Office Facilities Corporation

Health Midwest Ventures Group, Inc.

HTI MOB, LLC

*

Hendersonville Hospital Corporation

Hospital Corporation of Tennessee

Hospital Corporation of Utah

Hospital Development Properties, Inc.

HSS Holdco, LLC

HSS Systems VA, LLC

HSS Systems, LLC

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

HSS Virginia, L.P.

*

HTI Memorial Hospital Corporation

Integrated Regional Lab, LLC

Integrated Regional Laboratories, LLP

*

JFK Medical Center Limited Partnership

*

KPH-Consolidation, Inc.

Lakeland Medical Center, LLC

Lakeview Medical Center, LLC

Largo Medical Center, Inc.

Las Vegas Surgicare, Inc.

Lawnwood Medical Center, Inc.

▇▇▇▇▇-▇▇▇▇ Hospital, Incorporated

▇▇▇▇▇-▇▇▇▇ Medical Center, LLC

▇▇▇▇▇-▇▇▇▇ Physicians, LLC

Los ▇▇▇▇▇▇ Regional Medical Center

Management Services Holdings, Inc.

Marietta Surgical Center, Inc.

▇▇▇▇▇▇ Community Hospital, Inc.

MCA Investment Company

Medical Centers of Oklahoma, LLC

Medical Office Buildings of Kansas, LLC

Memorial Healthcare Group, Inc.

Midwest Division — ACH, LLC

Midwest Division — LRHC, LLC

Midwest Division — LSH, LLC

Midwest Division — MCI, LLC

Midwest Division — MMC, LLC

Midwest Division — OPRMC, LLC

Midwest Division — PFC, LLC

Midwest Division — RBH, LLC

Midwest Division — RMC, LLC

Midwest Division — RPC, LLC

Midwest Holdings, Inc.

▇▇▇▇▇▇▇▇▇▇ Regional Hospital, Inc.

Mountain View Hospital, Inc.

Nashville Shared Services General Partnership

*

National Patient Account Services, Inc.

New Port ▇▇▇▇▇▇ Hospital, Inc.

New Rose Holding Company, Inc.

North Florida Immediate Care Center, Inc.

North Florida Regional Medical Center, Inc.

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

Northern Utah Healthcare Corporation

Northern Virginia Community Hospital, LLC

Northlake Medical Center, LLC

Notami Hospitals of Louisiana, Inc.

Notami Hospitals, LLC

Okaloosa Hospital, Inc.

Okeechobee Hospital, Inc.

Outpatient Cardiovascular Center of Central Florida, LLC

Palms West Hospital Limited Partnership

*

Palmyra Park Hospital, Inc.

Pasadena Bayshore Hospital, Inc.

Plantation General Hospital, L.P.

*

Pulaski Community Hospital, Inc.

▇▇▇▇▇▇▇ Park Hospital, LLC

▇▇▇▇▇▇▇ Physician Practice Company

Regional Health System of Acadiana, LLC, The

Reston Hospital Center, LLC

Retreat Hospital, LLC

Rio Grande Regional Hospital, Inc.

Riverside Healthcare System, L.P.

*

Riverside Hospital, Inc.

Samaritan, LLC

San ▇▇▇▇ Healthcare System, LP

*

San ▇▇▇▇ Hospital, L.P.

*

San ▇▇▇▇ Medical Center, LLC

San ▇▇▇▇, LLC

Sarasota Doctors Hospital, Inc.

SJMC, LLC

Southern Hills Medical Center, LLC

Spotsylvania Medical Center, Inc.

Spring Branch Medical Center, Inc.

Spring Hill Hospital, Inc.

St. Mark’s Lone Peak Hospital, Inc.

Sun City Hospital, Inc.

Sunrise Mountainview Hospital, Inc.

Surgicare of ▇▇▇▇▇▇▇, Inc.

Surgicare of Florida, Inc.

Surgicare of Houston Women’s, Inc.

Surgicare of Manatee, Inc.

Surgicare of New Port ▇▇▇▇▇▇, Inc.

Surgicare of Palms West, LLC

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

Surgicare of Riverside, LLC

*

Tallahassee Medical Center, Inc.

TCMC Madison-Portland, Inc.

Terre Haute Hospital GP, Inc.

Terre Haute Hospital Holdings, Inc.

Terre Haute MOB, L.P.

*

Terre Haute Regional Hospital, L.P.

*

Timpanogos Regional Medical Services, Inc.

Trident Medical Center, LLC

Utah Medco, LLC

VH Holdco, Inc.

VH Holdings, Inc.

Virginia Psychiatric Company, Inc.

W & C Hospital, Inc.

Walterboro Community Hospital, Inc.

▇▇▇▇▇▇ Medical Center, LLC

West Florida Regional Medical Center, Inc.

West Valley Medical Center, Inc.

Western Plains Capital, Inc.

WHMC, Inc.

Woman’s Hospital of Texas, Incorporated

AR Holding 1, LLC

*

AR Holding 2, LLC

*

AR Holding 3, LLC

*

AR Holding 4, LLC

*

AR Holding 5, LLC

*

AR Holding 6, LLC

*

AR Holding 7, LLC

*

AR Holding 8, LLC

*

AR Holding 9, LLC

*

AR Holding 10, LLC

*

AR Holding 11, LLC

*

AR Holding 12, LLC

*

AR Holding 13, LLC

*

AR Holding 14, LLC

*

AR Holding 15, LLC

*

AR Holding 16, LLC

*

AR Holding 17, LLC

*

AR Holding 18, LLC

*

AR Holding 19, LLC

*

AR Holding 20, LLC

*

By its

By its

By the General

General

Sole

Partner of its

Subsidary Borrower

Partner

Member

Sole Member

AR Holding 21, LLC

*

AR Holding 22, LLC

*

AR Holding 23, LLC

*

AR Holding 24, LLC

*

AR Holding 25, LLC

*

AR Holding 26, LLC

*

AR Holding 27, LLC

*

AR Holding 28, LLC

*

AR Holding 29, LLC

*

AR Holding 30, LLC

*

[ADDITIONAL LENDER SIGNATURES OMITTED]

[Signature Page to Amendment]

EXHIBIT A

$2,000,000,000

CREDIT AGREEMENT

Dated as of November 17, 2006
as amended and restated on June 20, 2007

and as further amended and restated on May 4, 2011

among

HCA INC.,
as the Parent Borrower,

THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO,

The Several Lenders
from Time to Time Parties Hereto,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swingline Lender
and Letter of Credit Issuer,

JPMORGAN CHASE BANK, N.A.
and
CITICORP NORTH AMERICA, INC.,
as Co-Syndication Agents,

and

▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION,
as Documentation Agent

BANC OF AMERICA SECURITIES LLC,
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED,
▇.▇. ▇▇▇▇▇▇ SECURITIES LLC,
and
CITIGROUP GLOBAL MARKETS INC.
as Joint Lead Arrangers and Bookrunners,

DEUTSCHE BANK SECURITIES INC.
and
WACHOVIAWELLS FARGO CAPITAL FINANCE, LLC,
as Joint Bookrunners

and

▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED,
CITIGROUP GLOBAL MARKETS, INC.,
and
▇.▇. ▇▇▇▇▇▇ SECURITIES LLC,

as Joint Lead Arrangers and Bookrunners for the Amendment and Restatement

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS			31
1.1. DEFINED TERMS 3.			1
1.2. OTHER INTERPRETIVE PROVISIONS			5553
1.3. ACCOUNTING TERMS			55 54
1.4. ROUNDING			5554
1.5. REFERENCES TO AGREEMENTS, LAWS, ETC.			56 54
1.6. EXCHANGE RATES			5654
1.7. [RESERVED]			56
SECTION 2. AMOUNT AND TERMS OF CREDIT			5655
2.1. COMMITMENTS 56 EFFECT OF RESTATEMENT ON LOANS AND LETTERS OF CREDIT UNDER SECOND AMENDED AND RESTATED CREDIT AGREEMENT			55
2.2. MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS			5958
2.3. NOTICE OF BORROWING			5958
2.4. DISBURSEMENT OF FUNDS			6059
2.5. REPAYMENT OF LOANS; EVIDENCE OF DEBT			6160
2.6. CONVERSIONS AND CONTINUATIONS			6260
2.7. PRO RATA BORROWINGS			6261
2.8. INTEREST			6361
2.9. INTEREST PERIODS			6362
2.10. INCREASED COSTS, ILLEGALITY, ETC			6463
2.11. COMPENSATION			6665
2.12. CHANGE OF LENDING OFFICE			6665
2.13. NOTICE OF CERTAIN COSTS			6765
2.14. INCREMENTAL FACILITIES			6766
2.15. RESERVES			6867
SECTION 3. LETTERS OF CREDIT			6967
3.1. LETTERS OF CREDIT			6968
3.2. LETTER OF CREDIT REQUESTS			7169
3.3. LETTER OF CREDIT PARTICIPATIONS			7371
3.4. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS			7574
3.5. INCREASED COSTS			7675
3.6. NEW OR SUCCESSOR LETTER OF CREDIT ISSUER			7776
3.7. ROLE OF LETTER OF CREDIT ISSUER			7877
3.8. CASH COLLATERAL			7978
3.9. APPLICABILITY OF ISP AND UCP			7978
3.10. CONFLICT WITH ISSUER DOCUMENTS			7978
3.11. LETTERS OF CREDIT ISSUED FOR RESTRICTED SUBSIDIARIES			7978
SECTION 4. FEES; COMMITMENTS			8078
4.1. FEES			8079

		Page
4.2. VOLUNTARY REDUCTION OF NEW REVOLVING CREDIT COMMITMENTS			8180
4.3. MANDATORY TERMINATION OF COMMITMENTS			8180
SECTION 5. PAYMENTS			8180
5.1. VOLUNTARY PREPAYMENTS			8180
5.2. MANDATORY PREPAYMENTS			8281
5.3. METHOD AND PLACE OF PAYMENT			8382
5.4. NET PAYMENTS			8483
5.5. COMPUTATIONS OF INTEREST AND FEES			8685
5.6. LIMIT ON RATE OF INTEREST			8786
SECTION 6. CONDITIONS PRECEDENT TO SECOND AMENDMENT AND RESTATEMENT			8786
6.1. CREDIT DOCUMENTS			8786
6.2. AMENDMENT AGREEMENT CONDITIONS			88
SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS			8887
7.1. NO DEFAULT; REPRESENTATIONS AND WARRANTIES			8887
7.2. NOTICE OF BORROWING; LETTER OF CREDIT REQUEST			8887
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS			8887
8.1. CORPORATE STATUS			8887
8.2. CORPORATE POWER AND AUTHORITY			8988
8.3. NO VIOLATION			8988
8.4. LITIGATION			8988
8.5. MARGIN REGULATIONS			8988
8.6. GOVERNMENTAL APPROVALS			8988
8.7. INVESTMENT COMPANY ▇▇▇			▇▇▇▇
8.8. TRUE AND COMPLETE DISCLOSURE			9089
8.9. FINANCIAL CONDITION; FINANCIAL STATEMENTS			9089
8.10. TAX MATTERS			9089
8.11. COMPLIANCE WITH ERISA			9189
8.12. SUBSIDIARIES			9190
8.13. INTELLECTUAL PROPERTY			9190
8.14. ENVIRONMENTAL LAWS			9190
8.15. PROPERTIES			9291
8.16. SOLVENCY			9291
8.17. DELAYED EQUITY ARRANGEMENTS			92
SECTION 9. AFFIRMATIVE COVENANTS			9291
9.1. INFORMATION COVENANTS			9291
9.2. BOOKS, RECORDS AND INSPECTIONS			9795
9.3. MAINTENANCE OF INSURANCE			9896
9.4. PAYMENT OF TAXES			9896
9.5. CONSOLIDATED CORPORATE FRANCHISES			9897
9.6. COMPLIANCE WITH STATUTES, REGULATIONS, ETC			9897

		Page
9.7. ERISA			9897
9.8. MAINTENANCE OF PROPERTIES			9998
9.9. TRANSACTIONS WITH AFFILIATES			9998
9.10. END OF FISCAL YEARS; FISCAL QUARTERS			10099
9.11. ADDITIONAL BORROWERS			10099
9.12. [RESERVED]			10099
9.13. USE OF PROCEEDS			10099
9.14. FURTHER ASSURANCES			10099
9.15. CASH MANAGEMENT SYSTEMS			10199
SECTION 10. NEGATIVE COVENANTS			106104
10.1. LIMITATION ON INDEBTEDNESS			106105
10.2. LIMITATION ON LIENS			113112
10.3. LIMITATION ON FUNDAMENTAL CHANGES			116115
10.4. LIMITATION ON SALE OF ASSETS			118117
10.5. LIMITATION ON INVESTMENTS			121119
10.6. LIMITATION ON DIVIDENDS			123122
10.7. LIMITATIONS ON DEBT PAYMENTS AND AMENDMENTS; MATTERS RELATING TO REQUIRED ADDITIONAL EQUITY INVESTMENTS 125			124
10.8.10.9.LIMITATIONS ON SALE LEASEBACKS			127125
10.9. MINIMUM INTEREST COVERAGE RATIO			127125
10.10. CHANGES IN BUSINESS			127125
10.11. 1993 INDENTURE RESTRICTED SUBSIDIARIES			127125
SECTION 11. EVENTS OF DEFAULT			128126
11.1. PAYMENTS			128126
11.2. REPRESENTATIONS, ETC			128126
11.3. COVENANTS			128126
11.4. DEFAULT UNDER OTHER AGREEMENTS			128126
11.5. BANKRUPTCY, ETC			129127
11.6. ERISA			129127
11.7. [RESERVED]			130128
11.8. [RESERVED]			130128
11.9. SECURITY AGREEMENT			130128
11.10. [RESERVED]			130128
11.11. JUDGMENTS			130128
11.12. CHANGE OF CONTROL			130129
11.13. CERTAIN AMENDMENTS AND WAIVERS TO CF AGREEMENT			131
SECTION 12. INVESTORS’ RIGHT TO CURE			132130
SECTION 13. THE AGENTS			132130
13.1. APPOINTMENT			132130
13.2. DELEGATION OF DUTIES			133131

		Page
13.3. EXCULPATORY PROVISIONS			133131
13.4. RELIANCE BY AGENTS			134132
13.5. NOTICE OF DEFAULT			134132
13.6. NON-RELIANCE ON ADMINISTRATIVE AGENT, COLLATERAL AGENT AND OTHER LENDERS			134132
13.7. INDEMNIFICATION			135133
13.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY			135133
13.9. SUCCESSOR AGENTS			136134
13.10. WITHHOLDING TAX			136135
13.11. REPORTS AND FINANCIAL STATEMENTS			137135
SECTION 14. MISCELLANEOUS			137136
14.1. AMENDMENTS AND WAIVERS			138136
14.2. NOTICES			140138
14.3. NO WAIVER; CUMULATIVE REMEDIES			140138
14.4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES			141139
14.5. PAYMENT OF EXPENSES			141139
14.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS			141140
14.7. REPLACEMENTS OF LENDERS UNDER CERTAIN CIRCUMSTANCES			145143
14.8. ADJUSTMENTS; SET-OFF			146144
14.9. COUNTERPARTS			147145
14.10. SEVERABILITY			147145
14.11. INTEGRATION			147145
14.12. GOVERNING LAW			147145
14.13. SUBMISSION TO JURISDICTION; WAIVERS			147145
14.14. ACKNOWLEDGMENTS			148146
14.15. WAIVERS OF JURY TRIAL			149147
14.16. CONFIDENTIALITY			149147
14.17. DIRECT WEBSITE COMMUNICATIONS			150148
14.18. USA PATRIOT ACT			151149
14.19. JOINT AND SEVERAL LIABILITY			151149
14.20. CONTRIBUTION AND INDEMNIFICATION AMONG THE BORROWERS			152150
14.21. AGENCY OF THE PARENT BORROWER FOR EACH OTHER BORROWER			153151
14.22. REINSTATEMENT			153151
14.23. EXPRESS WAIVERS BY BORROWERS IN RESPECT OF CROSS GUARANTIES AND CROSS COLLATERALIZATION			153151

Page

SCHEDULES¹

Schedule 1.1(d)         Excluded Subsidiaries
Schedule 1.1(f)          Retained Indebtedness
Schedule 1.1(g)         Debt Repayment
Schedule 1.1(h)         Consolidated Persons
Schedule 6.3(a)          Local Counsel to Borrowers and Administrative Agent
Schedule 8.4              Litigation
Schedule 8.12            Subsidiaries
Schedule 9.9              Closing Date Affiliate Transactions
Schedule 9.15(a)       Government Receivables Deposit Accounts
Schedule 9.15(c)       Blocked Accounts
Schedule 9.15(e)       Credit Card Arrangements
Schedule 10.1           Closing Date Indebtedness
Schedule 10.2           Closing Date Liens
Schedule 10.5           Closing Date Investments
Schedule 14.2           Notice Addresses

EXHIBITS²

Exhibit A               Form of Borrowing Base Certificate
Exhibit D               Form of Perfection Certificate
Exhibit F                Form of Security AgreementExhibit G Form of Letter of Credit Request
Exhibit H-1            Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
Exhibit H-2            Form of Legal Opinion of General Counsel
Exhibit I                 Form of Closing CertificateExhibit JB Form of Assignment and Acceptance
Exhibit K               Form of Promissory Note Exhibit LC Form of Joinder Agreement

          CREDIT AGREEMENT, dated as of November 17, 2006, as amended and restated on June 20, 2007 (the 2007, and as further amended and restated on May 4, 2011 (this “Agreement”), by and among HCA Inc., a Delaware corporation (“HCA” or the “Parent Borrower”), the Subsidiary Borrowers party hereto, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), JPMORGAN CHASE BANK, N.A. and CITICORP NORTH AMERICA, INC., as co-syndication agents (in such capacity, the “Co-Syndication Agents”), BANC OF AMERICA SECURITIES LLC, ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. and ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”) and bookrunners (in such capacity, the “Bookrunners”), DEUTSCHE BANK SECURITIES INC. and WACHOVIA CAPITAL MARKETS LLC, as joint bookrunners (in such capacity, the “Joint Bookrunners”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION, as documentation agent (in such capacity, the “Documentation Agent”). .

          WHEREAS, the Parent Borrower, the Subsidiary Borrowers, the several lenders from time to time party thereto (the “Original Lenders”), the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers, the Bookrunners, the Joint Bookrunners and the Documentation Agent originally entered into a credit agreement on November 17, 2006 (the “Original Credit Agreement”), and the parties thereto amended and restated the Original Credit Agreement on June 20, 2007 (the “Amended and Restated Credit Agreement”) and the parties thereto desire to amend and restate the Original Amended and Restated Credit Agreement on and subject to the terms and conditions set forth herein and in the Second Amendment Agreement dated as of the Second Amendment and Restatement Date (the “ Second Amendment Agreement”);

          WHEREAS, the parties hereto intend to (i) create a new tranche of revolving credit commitments (the “New Revolving Credit Commitments”) in an aggregate principal amount equal to $2,000,000,000 and (ii) exchange (the “Exchange”) up to $2,000,000,000 of Revolving Credit Commitments (as defined in the Original Credit Agreement) and related outstanding Revolving Credit Loans (as defined in the Original Credit Agreement) of Original Lenders opting to so exchange, for like principal amounts of New Revolving Credit Commitments and related revolving loans (the “New Revolving Credit Loans”) and, for those Original Lenders not opting to participate in the Exchange, terminate the Revolving Credit Commitments and repay in full the Revolving Credit Loans of such non-exchanging Original Lenders (the “Repayment”). After giving effect to the Exchange and Repayment on the effective date of the Agreement, all outstanding Revolving Credit Loans and the Revolving Credit Commitments (each as defined in the Original Credit Agreement) shall be deemed terminated;

          WHEREAS, Parent Borrower and Subsidiary Borrowers intend to prepay their Revolving Credit Loans (as defined in the Original Credit Agreement) with the proceeds from the New Revolving Credit Loans (it being understood that Original Lenders that execute and

deliver the Amendment Agreement are exchanging all or a portion of their Revolving Credit Loans (as stipulated therein) under the Original Credit Agreement for New Revolving Credit Loans hereunder);

          WHEREAS, the Borrowers shall pay to each Original Lender all accrued and unpaid interest (including any Reserve Amount as defined in the Original Credit Agreement) and Commitment Fees to, but not including, the Amendment and Restatement Date.

          WHEREAS, the parties hereto intend that (a) the Obligations under the Original Credit Agreement that remain unpaid and outstanding as of the Amendment and Restatement Date shall continue to exist under this Agreement on the terms set forth herein and in the Amendment Agreement, (b) any letters of credit outstanding under the Original Credit Agreement as of the Amendment and Restatement Date shall be Letters of Credit as defined in this Agreement, (c) the Security Documents shall continue (in accordance with their terms) to secure, guarantee, support and otherwise benefit, as applicable, the Obligations under the Original Credit Agreement as well as the other Obligations of the Parent Borrower, the Subsidiary Borrowers and the other Credit Parties under this Agreement (including, without limitation, Obligations in respect of the New Revolving Credit Loans) and the other Credit Documents and (d) all schedules and exhibits to the Original Credit Agreement shall be incorporated by reference herein, mutatis mutandis, except for and to the extent that Schedule 1.1(c) is being deleted and Exhibits H-1 and K are expressly amended and restated in connection herewith;

          WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of July 24, 2006, by and among HCA, Holdings and Merger Sub, Merger Sub will merge with and into HCA (the “Merger”), with HCA surviving the Merger as a wholly-owned Subsidiary of Holdings;

          WHEREAS, to fund, in part, the Merger, the Sponsors and certain other investors (including the Management Investors) contributed an amount in cash to Holdings and/or a direct or indirect parent thereof in exchange for Stock and Stock Equivalents (which cash has been contributed to the Parent Borrower in exchange for common Stock of the Parent Borrower), which together with the amount of any rollover equity issued to existing shareholders of the Parent Borrower (such contribution and rollover, collectively, the “Equity Investments”) was approximately 15% of the aggregate pro forma capitalization of the Parent Borrower on the Original Closing Date;

          WHEREAS, to consummate the transactions contemplated by the Acquisition Agreement, (a) the Parent Borrower issued under the Junior Lien Notes Indenture $1,000,000,000 aggregate principal amount of 9¹/₈% senior secured notes due 2014 (the “2014 Cash Pay Notes”), $3,200,000,000 aggregate principal amount of 9¹/4% senior secured notes due 2016 (the “2016 Cash Pay Notes” and together with the 2014 Cash Pay Notes, the “Cash Pay Notes”) and $1,500,000,000 aggregate principal amount of 9⁵/₈%/10³/₈% senior secured toggle notes due 2016 (the “Toggle Notes,” and together with the Cash Pay Notes, the “Junior Lien Notes”) in sales pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Junior Lien Notes Offering”), generating aggregate gross proceeds of

$5,700,000,000 and (b) the Parent Borrower and the European Subsidiary Borrower (as defined in the CF Agreement) entered into the CF Facilities to borrow (i) tranche A term loans on the Original Closing Date in an aggregate principal amount of $2,750,000,000, (ii) tranche B term loans on the Original Closing Date in an aggregate principal amount of $8,800,000,000, (iii) European tranche term loans on the Original Closing Date in an aggregate principal amount of €1,00,000,000, and (iv) revolving credit loans made available to the Parent Borrower at any time and from time to time in accordance with the terms of the CF Agreement in an aggregate principal amount at any time outstanding not in excess of $2,000,000,000 less the sum of (A) the aggregate letters of credit outstanding thereunder at such time and (B) the aggregate principal amount of all swingline loans outstanding thereunder at such time;

          WHEREAS, the proceeds of New Revolving Credit Loans and Swingline Loans will be used by the Borrowers on or after the Amendment and Restatement Date for general corporate purposes (including Permitted Acquisitions). Letters of Credit will be used by the Borrowers for general corporate purposes; and

          WHEREAS, the Lenders and Letter of Credit Issuer are willing to make available to the Borrowers such revolving credit and letter of credit facilities upon the terms and subject to the conditions set forth herein; wish to amend and restate the Amended and Restated Credit Agreement in its entirety as set forth below:

          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

          SECTION 1. Definitions

          1.1. Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

          “ABL Entity” shall mean a direct Restricted Subsidiary of a 1993 Indenture Restricted Subsidiary, substantially all of the business of which consists of financing the acquisition or disposition of accounts receivable and related assets.

          “ABR” shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate.” The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’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 the ABR due to a change in such rate announced by the Administrative Agent or in the Federal Funds Effective Rate shall take effect at the opening of business on the day specified in the public announcement of such change or on the effective date of such change in the Federal Funds Effective Rate, respectively.

          “ABR Loan” shall mean each Loan bearing interest at the rate provided in Section 2.8(a) and, in any event, shall include all Swingline Loans.

          “Accommodation Payment” shall have the meaning provided in Section 14.20.

          “Account Debtor” shall mean “account debtor” as defined in Article 9 of the UCC, and any other Person who may become obligated to a Credit Party under, with respect to, or on account of an Account of such Credit Party (including without limitation any guarantor or performance of an Account).

          “Accounts” shall mean collectively (a) any right to payment of a monetary obligation arising from the provision of merchandise, goods or services by the Parent Borrower or any of its Subsidiaries in the course of their respective healthcare provision operations, (b) without duplication, any “account” (as that term is defined in the UCC on the Original Closing Date or thereafter in effect), any accounts receivable, any “heath-care-insurance receivables” (as that term is defined in the UCC on the Original Closing Date or thereafter in effect), any “payment intangibles” (as that term is defined in the UCC on the Original Closing Date or thereafter in effect) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, in each case arising in the course of their respective healthcare provision operations, (c) all accounts, contract rights, general intangibles, rights, remedies, guarantees, supporting obligations, letter of credit rights and security interests in respect of the foregoing, all rights of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under any of the Credit Documents in respect of the foregoing, (d) all information and data compiled or derived by any Secured Party or to which any Secured Party is entitled in respect of or related to the foregoing (other than any such information and data subject to legal restrictions of patient confidentiality), (e) all collateral security of any kind, given by any Account Debtor or any other Person to any Secured Party, with respect to any of the foregoing, and (f) all proceeds of the foregoing.

          “ACH” shall mean automated clearing house transfers.

          “Acquired EBITDA” shall mean, with respect to (i) any Acquired Entity or Business orto the extent the aggregate consideration paid in connection with such acquisition was at least $75,000,000 or (ii) any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to the Parent Borrower and its Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in a manner not inconsistent with GAAP.

          “Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Acquisition Agreement” shall have the meaning provided in the preamble to thismean the Agreement and Plan of Merger, dated as of July 24, 2006, by and among HCA, Hercules Holdings and Merger Sub.

          “Additional Receivables Intercreditor Agreement” shall mean, in connection with any incurrence of any Future Secured Notes, any agreement, in form reasonably satisfactory to the Administrative Agent, between the collateral agent, on behalf of the holders of such Future Secured Notes, and the Collateral Agent providing that the Liens of the collateral agent for the benefit of the holders of such Future Secured Notes on the Shared Receivables Collateral shall rank junior to the Lien on the Shared Receivables Collateral securing the Obligations on a basis at least as substantially favorable to the Lenders as the basis on which the Lien securing the CF Facilities ranks junior to the Lien on the Shared Receivables Collateral securing the Obligations pursuant to the Intercreditor Agreement. (i) the Additional Receivables Intercreditor Agreement, dated as of April 22, 2009, by and between the Collateral Agent and Bank of America, as the CF Collateral Agent, (ii) the Additional Receivables Intercreditor Agreement, dated as of August 11, 2009, by and between the Collateral Agent and Bank of America, as the CF Collateral Agent, (iii) the Additional Receivables Intercreditor Agreement, dated as of March 10, 2010, by and between the Collateral Agent and the CF Collateral Agent and (iv) any additional receivables intercreditor agreement entered into by the Collateral Agent following the Second Restatement Effective Date with the CF Collateral Agent in connection with the issuance of Future Secured Debt constituting CF Level Lien Obligations which intercreditor agreement is substantially similar to the intercreditor agreements referred to in clauses (i) and (ii) above with such changes thereto as may be reasonably agreed to by the Collateral Agent.

          “Adjusted Total New Revolving Credit Commitment” shall mean at any time the Total New Revolving Credit Commitment less the aggregate New Revolving Credit Commitments of all Defaulting Lenders.

          “Administrative Agent” shall mean Bank of America, as the administrative agent for the Lenders under this Agreement and the other Credit Documents, or any successor administrative agent pursuant to Section 13.

          “Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 14.2 toof the Original Credit Agreement or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

          “Administrative Questionnaire” shall have the meaning provided in Section 14.6(b).

          “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

          “Agent Parties” shall have the meaning provided in Section 14.17(c).

          “Agents” shall mean the Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Joint Lead Arranger and Bookrunner, each Joint Bookrunner and the Documentation Agent.

          “Aggregate New Revolving Outstandings” shall have the meaning provided in Section 5.2(b).

          “Agreement” shall mean this SecondAmended and Restated Credit Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.

          “Allocable Amount” shall have the meaning provided in Section 14.20.

          “AmendmentAmended and Restated Credit Agreement” shall have the meaning set forth in the recitals hereto.

          “Amendment Agreement” shall mean that certain Amendment Agreement, dated as of March 2, 2009, by and among HCA, the Subsidiary Borrowers, the Lenders and the Administrative Agent.

          “Amendment and Restatement Date” shall mean June 20, 2007.

          “Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

Status		Applicable ABR Margin
Level I Status			0.75	%
Level II Status			0.50	%
Level III Status			0.25	%

Notwithstanding the foregoing, Level II Status shall apply during the period from and including the interest payment date immediately prior to the First Amendment Date to but excluding the Trigger Date.

          “Applicable Amount” shall mean, at any time (the “Reference Time”), an amount equal to (a) the sum, without duplication, of:

     (i) an amount equal to the greater of (x) zero and (y) 50% of Cumulative Consolidated Net Income for the period from October 1, 2006 until the last day of the then most recent fiscal quarter for which Section 9.1 Financials have been delivered; provided that, for the purposes of SectionsSection 10.6(c)(iii) and 10.7(a)(i)(z) only, the amount in this clause (i) shall only be available if the Consolidated Total Debt to Consolidated EBITDA Ratio for the most recently ended Test Period for which Section 9.1 Financials have been delivered is less than 6.00:1.00, determined on a Pro Forma Basis after giving effect to any dividend or prepayment, repurchase or redemption actually made pursuant to Section 10.6(c)(iii) or 10.7(a)(i)(z); and

     (ii) the amount of any capital contributions (other than (A) the Equity Investments, (B) any Cure Amount, (C) any amount added back in the definition of Consolidated EBITDA pursuant to clause (a)(ix) thereof, (D) any contributions in respect

of Disqualified Equity Interests, (E) any amount applied to redeem Stock or Stock Equivalents of the Parent Borrower pursuant to Section 10.6(a) and (F) any amount received by the Parent Borrower in satisfaction of the requirements of the first sentence of Section 10.7(d) of the Amended and Restated Credit Agreement) made in cash to, or any proceeds of an equity issuance received by, the Parent Borrower from and including the Business Day immediately following the Original Closing Date through and including the Reference Time, including proceeds from the issuance of Stock or Stock Equivalents of any direct or indirect parent of the Parent Borrower,

minus (b) the sum, without duplication, of:

     (i) the aggregate amount of Investments made pursuant to Section 10.5(g)(ii)(y) or 10.5(i)(ii)(y) of the Amended and Restated Credit Agreement following the Original Closing Date and prior to the Reference TimeSecond Restatement Effective Date;

     (ii) the aggregate amount of dividends pursuant to Section 10.6(c)(iii) following the Original Closing Date and prior to the Reference Time; and

     (iii) the aggregate amount of prepayments, repurchases and redemptions of Junior Indebtedness pursuant to Section 10.7(a)(i)(z) of the Amended and Restated Credit Agreement following the Original Closing Date and prior to the Reference TimeSecond Amendment and Restatement Date.

          “Applicable LIBOR Margin” shall mean, at any date, with respect to each LIBOR Loan, the percentage per annum set forth below based upon the Status in effect on such date:

Status		Applicable LIBOR Margin
Level I Status			1.75	%
Level II Status			1.50	%
Level III Status			1.25	%

Notwithstanding the foregoing, Level II Status shall apply during the period from and including the interest payment date immediately prior to the First Amendment Date to but excluding the Trigger Date.

          “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit J to the Original Credit AgreementB, or such other form as may be approved by the Administrative Agent.

          “Authorized Officer” shall mean the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance or any other senior officer of the Parent Borrower (or, if expressly used with reference to a Subsidiary Borrower, of such Subsidiary Borrower) designated as such in writing to the Administrative Agent by the applicable Borrower.

          “Auto-Extension Letter of Credit” shall have the meaning provided in Section 3.2(d).

          “Auto-Reinstatement Letter of Credit” shall have the meaning provided in Section 3.2(e).

          “Availability Reserves” shall mean, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves, subject to Section 2.15, as the Administrative Agent, in its Permitted Discretion, determines as being appropriate to reflect any impediments to the realization upon the Collateral consisting of Eligible Accounts included in the Borrowing Base (including claims that the Administrative Agent determines will need to be satisfied in connection with the realization upon such Collateral).

          “Available Commitment” shall mean an amount equal to the excess, if any, of (a) the amount of the Total New Revolving Credit Commitment over (b) the sum of (i) the aggregate principal amount of all New Revolving Credit Loans (but not Swingline Loans) then outstanding and (ii) the aggregate Letters of Credit Outstanding at such time.

          “Bain” shall mean ▇▇▇▇ Capital Partners LLC.

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

          “Bankruptcy Code” shall have the meaning provided in Section 11.5.

          “BBA LIBOR” shall have the meaning provided in the definition of the term “LIBOR Rate.”

          “Blocked Account Agreement” shall have the meaning provided in Section 9.15(a).

          “Blocked Accounts” shall have the meaning provided in Section 9.15(a).

          “Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

          “Borrower Materials” shall have the meaning provided Section 14.17(b).

          “Borrowers” shall mean the Parent Borrower and the Subsidiary Borrowers, jointly, severally and collectively.

          “Borrowing” shall mean and include (a) the incurrence of Swingline Loans from the Swingline Lender on a given date, (b) the incurrence of one Type of New Revolving Credit

Loan on a given date (or resulting from conversions on a given date) having, in the case of LIBOR Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Loans) and (c) the incurrence of any Protective Advance.

          “Borrowing Base” shall mean, on any date, a dollar amount equal to (x) 85% multiplied by the book value of Eligible Accounts plus (y) 85% multiplied by the book value of Eligible Credit Card Receivables (without duplication) minus (z) any Reserves; provided that the portion of the Borrowing Base attributable to (i) Self-Pay Accounts shall not exceed the lesser of (a) $80.0 million and (b) the aggregate amount of cash collections received in respect of Self-Pay Accounts during the three calendar month period then most recently completed for which internal financial statements are available and (ii) Potential Medicaid Accounts shall not exceed the lesser of (a) $75.0 million and (b) the aggregate amount of Potential Medicaid Accounts that have been converted into Medicaid Accounts during the three calendar month period then most recently completed for which internal financial statements are available. The Administrative Agent, in its Permitted Discretion, may adjust the Borrowing Base by applying percentages (known as “liquidating factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class (i.e., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with the Administrative Agent’s underwriting practices and procedures.

          “Borrowing Base Certificate” shall mean a certificate, duly executed by a Financial Officer or controller of the Parent Borrower, appropriately completed and substantially in the form of Exhibit A to the Original Credit Agreement.

          “Business Day” shall mean any day excluding Saturday, Sunday and any day that in the jurisdiction where the Administrative Agent’s Office for Loans is located shall be a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close; provided, however, if such day relates to any interest rate settings as to a LIBOR Loan, any fundings, disbursements, settlements and payments in respect of any such LIBOR Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

          “Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person.

          “Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

          “Cash Collateralize” shall have the meaning provided in Section 3.8(d).

          “Cash Dominion Event” shall mean either (i) the occurrence and continuance of any Event of Default under Section 11.1 or 11.5, or (ii) the Parent Borrower has failed to maintain (x) Excess Global Availability of at least $250.0 million or (y) Excess Facility

Availability of at least $125.0 million, in the case of each of clause (x) and (y) for five (5) consecutive Business Days, and in the case of this clause (ii), the Administrative Agent has notified the Parent Borrower thereof. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing at the Administrative Agent’s option (x) if the Cash Dominion Event arises under clause (i) above, so long as such Event of Default is continuing, or (y) if the Cash Dominion Event arises as a result of the Parent Borrower’s failure to achieve and maintain Excess Global Availability and Excess Facility Availability as required hereunder, until (A) Excess Global Availability has exceeded $250.0 million and (B) Excess Facility Availability has exceeded $125.0 million, in the case of (A) and (B) for thirty (30) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if such an Event of Default is no longer continuing and/or Excess Global Availability and Excess Facility Availability exceed the required amounts for thirty (30) consecutive days) at all times in any four fiscal quarter period after a Cash Dominion Event has occurred and been discontinued on two occasions in such four fiscal quarter period.

          “Cash Management Agreement” shall mean any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

          “Cash Management Bank” shall mean any Person that, either (x) at the time it enters into a Cash Management Agreement or (y) on the Original Closing Date, Amendment and Restatement Date, or the Second Restatement Effective Date,is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

          “Cash Management Systems” shall have the meaning provided in Section 9.15(a).

          “Cash Pay Notes” shall have the meaning provided in the preamble to this Agreement.

          “CF Agreement” shall mean the Credit Agreement, dated as of November 17, 2006, among the Parent Borrower, the European subsidiary borrowers party thereto, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents, Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities ▇▇▇.▇▇▇, Citigroup Global Markets, Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities Inc. and Wachovia ▇▇▇▇▇ Fargo Capital Markets Finance, LLC, as joint bookrunners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as documentation agent as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “CF Collateral Agent” shall mean the collateral agent under the CF Facilities.

          “CF Documents” shall mean the CF Agreement, any guaranties issued thereunder and the collateral and security documents (and intercreditor agreements) and any

amendments, restatements, supplements or other modifications thereto, entered into in connection therewith.

          “CF Facilities” shall mean the credit facilities under the CF Agreement, including any guarantees, collateral documents and account control agreements, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

          “CF Level Lien Obligations” shall mean the CF Obligations and the Future Secured Debt Obligations (other than any Future Secured Debt Obligations that are secured by a Lien ranking junior to the Lien securing the CF Obligations), collectively.

          “CF Obligations” shall mean “Obligations” as defined in the CF Agreeement.

          “CF Revolving Credit Facility” shall mean the revolving credit facility under the CF Agreement.

          “CHAMPVA” shall mean, collectively, the Civilian Health and Medical Program of the Department of Veteran Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veteran Affairs, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including, without limitation, (a) all federal statutes (whether set forth in 38 U.S.C. § 1713 or elsewhere) affecting such program to the extent applicable to CHAMPVA and (b) all rules, regulations (including 38 C.F.R. § 17.54), manuals, orders and administrative, reimbursement and other guidelines of all Governmental Authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “CHAMPVA Account” shall mean an Account payable pursuant to CHAMPVA.

          “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this AgreementOriginal Closing Date, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this AgreementOriginal Closing Date or (c) any guideline, request or directive issued or made after the Original Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) that requires compliance by a Lender.

          “Change of Control” shall mean and be deemed to have occurred if (a) the Sponsors, the ▇▇▇▇▇ Shareholders and the Management Investors shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 35% of the voting power of the outstanding Voting Stock of the Parent Borrower (other than as the result of one or more widely distributed offerings of the common Stock of the Parent Borrower or any direct or

indirect parent thereof, in each case whether by the Parent Borrower, such parent, the Sponsors, the ▇▇▇▇▇ Shareholders or the Management Investors); or (b) any person, entity) any person or “group” (within the meaning of Section 13(d) or 14(d)Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended) shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of the Parent Borrower that exceeds the percentage of the voting power of such Voting Stock then beneficially owned, in the aggregate, by, other than the combination of the Sponsors, the ▇▇▇▇▇ Shareholders and the Management Investors, unless, in the case of either clause (a) or (b) above, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting power of the Voting Stock of the Parent Borrower and the combination of the Sponsors, the ▇▇▇▇▇ Shareholders and the Management Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the Voting Stock of the Parent Borrower; or (b) Continuing Directors shall not constitute at least a majority of the board of directors of the Parent Borrower; or (c) Continuing Directors shall not constitute at least a majority of the board of directors of the Parent Borrower; or (d) at any time, a Change of Control (as defined in the Initial Junior Lien Notes Indenture or any agreement governing Subordinated Indebtedness) shall have occurred; or (ed) the Parent Borrower shall cease to own directly own 100% of the Stock and Stock Equivalents of Healthtrust; provided that no Change of Control shall be deemed to have occurred under this clause (ed) solely as a result of the preferred Stock of Healthtrust that is owned by Columbia—SDH and Epic Properties continuing to be owned by such entities so long as Columbia—SDH and Epic Properties are direct or indirect wholly-owned Subsidiaries of Healthtrust.

          “Class,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are New Revolving Credit Loans, Protective Advances, Incremental Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a New Revolving Credit Commitment or a Incremental Revolving Credit Commitment.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement Original Closing Date and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

          “Collateral” shall have the meaning assigned thereto in to the Security Agreement.

          “Collateral Agent” shall mean Bank of America, as collateral agent under the Security Documents, or any successor collateral agent pursuant to Section 13.

          “Collection Account” shall mean the account of the Administrative Agent designated by the Administrative Agent as such in writing. Any funds on deposit in the Collection Account shall at all times constitute Collateral.

          “Columbia-SDH” shall mean Columbia-SDH Holdings, Inc., a Delaware corporation.

          “Commitment Fee” shall have the meaning provided in Section 4.1(a).

          “Commitment Fee Rate” shall mean, with respect to the Available Commitment on any day, the rate per annum set forth below opposite the Status in effect on such day:

Status		Commitment Fee Rate
Level I Status			0.375	%
Level II Status			0.375	%
Level III Status			0.250	%

Notwithstanding the foregoing, the term “Commitment Fee Rate” shall mean 0.375% during the period from and including the Original Closing Date to but excluding the Trigger Date.

          “Commitments” shall mean, with respect to each Lender (to the extent applicable), such Lender’s New Revolving Credit Commitment, Incremental Revolving Credit Commitment and commitment to acquire participations in Protective Advances.

          “Communications” shall have the meaning provided in Section 14.17(a).

          “Concentration Account” shall have the meaning provided in Section 9.15(a).

          “Confidential Healthcare Information” shall have the meaning provided in Section 9.2.

          “Confidential Information” shall have the meaning provided in Section 14.16.

          “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Parent Borrower dated August 2006, the Confidential Information Memorandum of the Parent Borrower dated September 2006, in each case delivered to the Lenders in connection with this Agreement, and the Confidential Information Memorandum of the Parent Borrower dated October 2006; provided that in the event and to the extent of any inconsistencies between or among any of the foregoing, “Confidential Information Memorandum” shall refer to the most recent thereof.

          “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, plus:

     (a) without duplication and to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for the Parent Borrower and the Restricted Subsidiaries for such period:

     (i) total interest expense and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments

entered into for the purpose of hedging interest rate risk, net of interest income (other than interest income of HCI) and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

     (ii) provision for taxes based on income, profits or capital, including federal, foreign state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period, including any penalties and interest relating to any tax examinations,

     (iii) depreciation and amortization,

     (iv) Non-Cash Charges,

     (v) extraordinary losses, unusual or non-recurring charges, severance costs, relocation costs, integration and facilities opening costs, signing costs, retention or completion bonuses, transition costs and costs from curtailments or modifications to pension and post-retirement employee benefit plans,

     (vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the Original Closing Date and to closure and/or consolidation of facilities),

     (vii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary deducted (and not added back) in such period to Consolidated Net Income,

     (viii) the amount of management, monitoring, consulting and advisory fees, including fees paid in connection with the termination of agreements to provide such services, and related expenses paid to the Sponsors,

     (ix) any costs or expenses pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Parent Borrower or net cash proceeds of an issuance of Stock or Stock Equivalents (other than Disqualified Equity Interests) of the Parent Borrower (provided such capital contributions are not included in the Cure Amount and have not been applied to increase the “Applicable Amount” pursuant to clause (ii) of the definition thereof),

     (x) the amount of net cost savings projected by the Parent Borrower in good faith to be realized as a result of specified actions (i) taken by the Parent Borrower and its Restricted Subsidiaries prior to such date of determination or (ii) expected to be taken on or prior to the third anniversary of the Original Closing Date (in each case, (calculated on a Pro Forma Basis as though such cost savings 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 are reasonably identifiable and factually supportable, (B) in the case of subclause (ii) above, such actions are taken on or prior to the third anniversary of the Original Closing Date, (C) no cost savings shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (DC) the aggregate amount of cost savings added pursuant to this clause (x) shall not exceed $200,000,000 for any period consisting of four consecutive quarters,

     (xi) to the extent covered by insurance and actually reimbursed, or, so long as the Parent Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption, and

     (xii) the amount of losses on Dispositions of receivables and related assets in connection with any Permitted Receivables Financing,

     less

     (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

     (i) extraordinary gains and unusual or non-recurring gains,

     (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period),

     (iii) gains on asset sales (other than asset sales in the ordinary course of business), and

     (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments,

in each case, as determined on a consolidated basis for the Parent Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that

     (i) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness or intercompany balances (including the net loss or gain resulting from Hedge Agreements for currency exchange risk),

     (ii) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133,

     (iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Parent Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed by the Parent Borrower or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) other than for purposes of determining the Applicable Amount, the Applicable ABR Margin, the Applicable LIBOR Margin and the Commitment Fee Rate, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a Pro Forma Adjustment Certificate and delivered to the Lenders and the Administrative Agent, and

     (iv) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued operations by the Parent Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion).

Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in clauses (iii) and (iv) of the immediately preceding proviso with respect to acquisitions and dispositions occurring following the Original Closing Date, Consolidated EBITDA shall be deemed to be $1,233,000,000, $1,112,000,000 and $974,000,000, respectively, for the fiscal quarters ended March 31, 2006, June 30, 2006, and September 30, 2006.

          “Consolidated EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA for the relevant Test Period for which Section 9.1 Financials have been delivered to (b) Consolidated Interest Expense for such Test Period.

          “Consolidated First Lien Debt” shall mean Consolidated Total Debt secured by a Lien on any assets of the Parent Borrower or any of its Restricted Subsidiaries (other than (i) a Lien ranking junior to the Lien securing the Obligations and the CF Obligations on a basis at least as substantially favorable to the Lenders as the basis on which the LienLiens securing the Existing Junior Lien Notes ranks junior to the Lien securing the Obligations and the CF Obligations and (ii) Liens on assets not constituting Collateral permitted pursuant to Section 10.2).

          “Consolidated First Lien Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated First Lien Debt as of such date to (b) Consolidated EBITDA for the Test Period then last ended for which Section 9.1 Financials have been delivered.

          “Consolidated Interest Expense” shall mean, for any period, the sum of (i) the cash interest expense including that attributable to Capital Leases in accordance with GAAP (provided that any payment of cash interest pursuant to Section 10.6(e) on the required date of determination of Consolidated Interest Expense for any purpose under this Agreement shall be added to Consolidated Interest Expense for the period for which such determination is being made), net of cash interest income (other than interest income of HCI), of the Parent Borrower and the Restricted Subsidiaries and, solely for purposes of calculating the Consolidated EBITDA to Consolidated Interest Expense Ratio in Section 10.6(e), Holdings, on a consolidated basis in accordance with GAAP with respect to all outstanding Indebtedness of the Parent Borrower and the Restricted Subsidiaries and, solely for purposes of calculating the Consolidated EBITDA to Consolidated Interest Expense Ratio in Section 10.6(e), Holdings, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements (other than currency swap agreements, currency future or option contracts and other similar agreements) and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, and (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP and excluding, for the avoidance of doubt, any interest in respect of items excluded from Indebtedness in the proviso to the definition thereof, provided that (a) except as provided in clause (b) below, there shall be excluded from Consolidated Interest Expense for any period the cash interest expense (or cash interest income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense, (b) there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period to the extent that the aggregate consideration paid in connection with such acquisition was at least $75,000,000 and of any Converted Restricted Subsidiary converted during such period, in each case based on the cash interest expense (or income) of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to

such acquisition or conversion) assuming any Indebtedness incurred or repaidprepaid in connection with any such acquisition or conversion had been incurred or prepaid on the first day of such period, and (c) there shall be excluded from determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Sold Entity or Business disposed of during such period, to the extent that the aggregate consideration paid in connection with such acquisition was at least $75,000,000, based on the cash interest expense (or income) relating to any Indebtedness relieved, retired or repaid in connection with any such disposition of such Sold Entity or Business for such period (including the portion thereof occurring prior to such disposal) assuming such debt relieved, retired or repaid in connection with such disposition had been relieved, retired or repaid on the first day of such period.

Notwithstanding anything to the contrary contained herein, Consolidated Interest Expense shall be deemed to be $175,000,000, $183,000,000 and $192,000,000, respectively, for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006.

          “Consolidated Net Income” shall mean, for any period, the net income (loss) of the Parent Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication,

     (a) extraordinary items for such period,

     (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,

     (c) in the case of any period that includes a period ending prior to or during the fiscal quarter ending September 30, 2007, Transaction Expenses,

     (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Original Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction,

     (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness or to hedging obligations or other derivative instruments,

     (f) accruals and reserves required to be established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Original Closing Date;, and

     (g) the income (loss) for such period of any Unrestricted Subsidiary, except to the extent distributed to the Parent Borrower or any Restricted Subsidiary.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, property, equipment and intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent Borrower and the Restricted Subsidiaries), as a result of the Transactions, any consummated acquisition whether consummated before or after the Original Closing Date, or the amortization or write-off of any amounts thereof.

          “Consolidated Persons” shall mean, at any time, each of the Persons listed on Schedule 1.1(h) to the Original Credit Agreement so long as (i) such Person’s financial results are consolidated with the financial results of the Parent Borrower in accordance with GAAP at such time and (ii) no Sponsor or ▇▇▇▇▇ Shareholder (or any controlling affiliate of any Sponsor or of any ▇▇▇▇▇ Shareholder) holds any Stock or Stock Equivalents of such Person at such time.

          “Consolidated Total Assets” shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries at such date.

          “Consolidated Total Debt” shall mean, as of any date of determination, (a) the sum of all Indebtedness of the types described in clause (a), clause (c) (but, in the case of clause (c), only to the extent of any unreimbursed drawings under any letter of credit) and clause (e) of the definition thereof actually owing by the Parent Borrower and the Restricted Subsidiaries on such date to the extent appearing on the balance sheet of the Parent Borrower determined on a consolidated basis in accordance with GAAP (provided that the amount of any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP) minus (b) the aggregate cash and cash equivalents included in the cash and cash equivalents accounts listed on the balance sheet of the Parent Borrower and the Restricted Subsidiaries as at such date determined on a consolidated basis in accordance with GAAP excluding (x) all cash of HCI and (y) any cash subject to a Lien other than nonconsensual Liens permitted by Section 10.2 and Liens permitted by Section 10.2(m), (n) and (o).

          “Consolidated Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period for which Section 9.1 Financials have been delivered.

          “Continuing Director” shall mean, at any date, an individual (a) who is a member of the board of directors of the Parent Borrower Original Closingon the Second Restatement Effective Date, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by a Sponsor or Persons nominated by a Sponsor or (d) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

          “Contractual Requirement” shall have the meaning provided in Section 8.3.

          “Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Co-Syndication Agents” shall mean JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., together with their respective affiliates, as co-syndication agents for the Lenders under this Agreement and the other Credit Documents.

          “Covenant Compliance Event” shall mean Excess Facility Availability at any time is less than or equal to 10% of the Borrowing Base. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Facility Availability has exceeded 10% of the Borrowing Base for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.

          “Credit Card Notifications” shall have the meaning provided in Section 9.15(e).

          “Credit Documents” shall mean this Agreement (including the Original Credit Agreement and the Amended and Restated Credit Agreement), the Amendment Agreement, the Second Amendment Agreement,the Security Documents, each Letter of Credit and any promissory notes issued by a Borrower hereunder.

          “Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

          “Credit Facilities” shall mean, collectively, each category of Commitments and each extension of credit hereunder.

          “Credit Party” shall mean the Parent Borrower and each of the Subsidiary Borrowers.

          “Cumulative Consolidated Net Income” shall mean, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

          “Cure Amount” shall have the meaning provided in Section 12.

          “Cure Right” shall have the meaning provided in Section 12.

          “Debt Repayment” shall mean the repayment, prepayment, repurchase or defeasance of the Indebtedness of the Parent Borrower under the 1993 Indenture that is identified on Schedule 1.1(g) to the Original Credit Agreement and that was repaid, prepaid, repurchased or defeased on the Original Closing Date (or such later date as may be necessary to effect the Debt Repayment in accordance with the tender offers therefor).

          “Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

          “Delayed Equity Arrangements Default Rate” shall have the meaning provided set forth in Section 8.17.2.8(c).

          “Delayed Equity Amount” means an amount, in Dollars, equal to the lesser of (x) $100,000,000 and (y) the amount by which the Equity Investment actually made on the Original Closing Date would have to have been increased (assuming (I) a corresponding decrease in the amount of consolidated Indebtedness of the Parent Borrower and its Subsidiaries outstanding on the Original Closing Date and (II) that such consolidated Indebtedness had been further reduced by the Option Note Amount) in order for the sum of (i) the Equity Investment actually made on the Original Closing Date and (ii) the Option Note Amount to have constituted 15% of the aggregate pro forma capitalization of the Parent Borrower on the Original Closing Date. For the avoidance of doubt, no amount deemed received by the Parent Borrower in respect of the Option Note Amount for purposes of the first sentence of Section 10.7(d) shall also be deemed received by the Parent Borrower in respect of the Delayed Equity Amount for purposes of such sentence.

          “Designated Non-Borrower Subsidiary” shall mean any Restricted Subsidiary of the Parent Borrower that is designated as a Designated Non-Borrower Subsidiary by the Parent Borrower in a written notice to the Administrative Agent, provided that (a) each of (i) an amount equal to the Parent Borrower’s direct or indirect equity ownership percentage of the net worth of such Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication of any amount included in the preceding clause (i), the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Parent Borrower or any other Credit Party immediately prior to such designation, shall be deemed to be an Investment by the Parent Borrower, on the date of such designation, in a Restricted Subsidiary that is not a Credit Party, all calculated, except as set forth in the parenthetical to clause (i) above, on a consolidated basis in accordance with GAAP and (b) no Default or Event of Default would result from such designation after giving effect thereto. The Parent Borrower may, by written notice to the Administrative Agent, re-designate any Designated Non-Borrower Subsidiary as a Borrower, and thereafter, such Subsidiary shall no longer constitute a Designated Non-Borrower Subsidiary, but only if (x) no Default or Event of Default would result from such re-designation and (y) such Subsidiary becomes a party to this Agreement by executing a joinder hereto and to the applicable Security Documents in order to become a Borrower and pledgor, as applicable, thereunder.

          “Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Parent Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 10.4(b) or Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Parent

Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

          “Disbursement Account” shall have the meaning provided in Section 9.15(a).

          “Disposed EBITDA” shall mean, with respect to (i)any Sold Entity or Business orto the extent the aggregate consideration received in connection with such Disposition was at least $75,000,000 or (ii) any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Parent Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.

          “Disposition” shall have the meaning provided in Section 10.4(b).

          “Disqualified Equity Interests” shall mean any Stock or Stock Equivalent which, by its terms (or by the terms of any security or other Stock or Stock Equivalent 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 Equity Interests), pursuant to a sinking fund obligation or otherwise (except (i) 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 or (ii) pursuant to any put option with respect to any Stock or Stock Equivalent of a Subsidiary granted in favor of any Facility Syndication Partner in connection with syndications of ambulatory surgery centers, outpatient diagnostic or imaging centers, hospitals or other healthcare businesses operated or conducted by such Subsidiary (collectively, “Syndications”)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for scheduled payments of dividends in cash (other than, in the case of Stock or Stock Equivalents of a Subsidiary issued to a Facility Syndication Partner in connection with a Syndication or held by a Restricted Subsidiary, periodic distributions of available cash (determined in good faith by the Parent Borrower) to the holders of such class of Stock or Stock Equivalents on a pro rata basis), or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Stock or Stock Equivalent that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Final Maturity Date (determined as of the date such Stock or Stock Equivalent was issued).

          “Dividends” or “dividends” shall have the meaning provided in Section 10.6.

          “Documentation Agent” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation.

          “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

          “Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such other currency.

          “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

          “Domestic Subsidiary” shall mean each Subsidiary of the Parent Borrower that is organized under the laws of the United States, any state or territory thereof, or the District of Columbia.

          “Drawing” shall have the meaning provided in Section 3.4(b).

          “Eligible Accounts” shall mean, at any date of determination thereof, the aggregate amount of all Accounts at such date due to a Borrower except to the extent that (determined without duplication):

     (a) such Account does not arise from the sale of goods or the performance of services by such Borrower (or, in the case of an ABL Entity, does not arise from the sale of goods or the performance of services by a 1993 Indenture Restricted Subsidiary) in the ordinary course of its business;

     (b) (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than the preparation and delivery of an invoice) or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

     (c) any defense, counterclaim, set-off or dispute exists as to such Account, but only to the extent of such defense, counterclaim, setoff or dispute;

     (d) such Account is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor (or, in the event that the Account Debtor is a Third Party Payor, merchandise sold to or services rendered and accepted by the intended beneficiary);

     (e) an invoice, reasonably acceptable to the Administrative Agent in form and substance or otherwise in the form otherwise required by any Account Debtor, has not been sent to the applicable Account Debtor in respect of such Account within 30 days after the earlier of (i) the date the patient as to which such Account relates has been discharged or (ii) the date as of which such Account is first included in the Borrowing Base Certificate or otherwise reported to the Administrative Agent as Collateral;

     (f) such Account (i) is not owned by such Borrower or (ii) is subject to any Lien, other than Liens permitted hereunder pursuant to Sections 10.2(a), (b), (c) and (d);

     (g) such Account is the obligation of an Account Debtor that is a director, officer, other employee or Affiliate of any Borrower (other than Accounts arising from the provision of medical care delivered to such Account Debtor in the ordinary course of business), or to any entity (other than Third Party Payor) that has any common officer or director with any Borrower;

     (h) except for Government Accounts that are otherwise Eligible Accounts, such Account is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or department, agency or instrumentality thereof unless the Administrative Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting assignment thereof;

     (i) [Reserved];

     (j) such Borrower is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower but only to the extent of the potential offset;

     (k) upon the occurrence of any of the following with respect to such Account:

     (i) the Account is not paid within 180 days following the original invoice date (it being understood that with respect to Medicaid Accounts that were formerly Potential Medicaid Accounts, the 180-day period begins on the date of the first invoice sent to Medicaid);

     (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

     (iii) any Account Debtor obligated upon such Account is a debtor or a debtor in possession under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; provided that Potential Medicaid Accounts shall not be excluded from Eligible Accounts solely as a result of this clause (k)(iii);

     (l) such Account is the obligation of an Account Debtor from whom 50% or more of the dollar amount of all Accounts owing by that Account Debtor are ineligible under the criteria set forth in this definition;

     (m) such Account in one as to which the Collateral Agent’s Lien thereon, on behalf of itself and the Lenders, is not a first priority perfected Lien, subject to Permitted Liens;

     (n) any of the representations or warranties in the Credit Documents with respect to such Account are untrue in any material respect with respect to such Account

(or, with respect to representations or warranties that are qualified by materiality, any of such representations and warranties are untrue);

     (o) such Account is evidenced by a judgment, Instrument or Chattel Paper (each such term as defined in the UCC) (other than Instruments or Chattel Paper that are held by any Borrower or that have been delivered to the Collateral Agent);

     (p) except with respect to Government Accounts that are otherwise Eligible Accounts, such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, exceeds 20% of all Eligible Accounts (but only the extent of such excess);

     (q) such Account is payable in any currency other than Dollars;

     (r) such Account is otherwise unacceptable to the Administrative Agent in its Permitted Discretion;

     (s) such Account has been redated, extended, compromised, settled or otherwise modified or discounted, except (i) discounts or modifications that are granted by a Borrower in the ordinary course of business and that are reflected in the calculation of the Borrowing Base and (ii) Medicaid Accounts converted from Potential Medicaid Accounts;

     (t) if such Borrower is or has been audited by any Third Party Payor either (i) any of such audits provides for adjustments in reimbursable costs or asserts claims for reimbursement or repayment by such Borrower of costs and/or payments theretofore made by such Third Party Payor that, if adversely determined, in the aggregate could reasonably be expected to have a Material Adverse Effect or (ii) such Borrower has had requests or assertions of claims for reimbursement or repayment by it of costs and/or payments theretofore made by any Third Party Payor that, if adversely determined, in the aggregate could reasonably be expected to have a Material Adverse Effect;

     (u) such Account exceeds the amount such Borrower is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to such Person’s usual charges (to the extent of such excess);

     (v) such Account is of an Account Debtor that is located in a state requiring the filing of a notice of business activities report or similar report in order to permit a Borrower to seek judicial enforcement in such state of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a notice of business activities report or equivalent report for the then-current year or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

     (w) such Accounts were acquired or originated by a Person acquired in a Permitted Acquisition (until such time as the Administrative Agent has completed a

customary due diligence investigation as to such Accounts and such Person, which investigation may, at the sole discretion of the Administrative Agent, include a field examination, and the Administrative Agent is reasonably satisfied with the results thereof); or

          (x) such Borrower is subject to an event of the type described in Section 11.5.

          “Eligible Credit Card Receivables” shall mean, as of any date of determination, Accounts due to a Borrower from major credit card and debit card processors (including, but not limited to, VISA, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Star/Mac, Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro) that arise in the ordinary course of business and which have been earned by performance and that are not excluded as ineligible by virtue of one or more of the criteria set forth below. None of the following shall be deemed to be Eligible Credit Card Receivables:

     (a) Accounts that have been outstanding for more than five (5) Business Days from the date of sale, or for such longer period(s) as may be approved by the Administrative Agent in its reasonable discretion;

     (b) Accounts with respect to which a Borrower does not have good, valid and marketable title, free and clear of any Lien (other than Liens permitted hereunder pursuant to Sections 10.2(a), (b), (c) and (d));

     (c) Accounts as to which the Collateral Agent’s Lien attached thereon on behalf of itself and the Lenders, is not a first priority perfected Lien, subject to Permitted Liens;

     (d) Accounts which are disputed, or with respect to which a claim, counterclaim, offset or chargeback (other than chargebacks in the ordinary course by the credit card processors) has been asserted, by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback);

     (e) Except as otherwise approved by the Administrative Agent, Accounts as to which the credit card processor has the right under certain circumstances to require a Borrower to repurchase the Accounts from such credit card or debit card processor;

     (f) Except as otherwise approved by the Administrative Agent, Accounts arising from any private label credit card program of the Borrower; and

     (g) Accounts due from major credit card and debit card processors (other than JCB, Visa, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Star/Mac, Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro) which the Administrative Agent in its Permitted Discretion determines to be unlikely to be collected.

          “Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential

responsibility or investigation (other than internal reports prepared by the Parent Borrower or any of the Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

          “Environmental Law” shall mean any applicable Federalfederal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law in effect on the Original Closing Date or thereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials.

          “Epic Properties” shall mean Epic Properties, Inc., a Texas corporation.

          “Equity Investments” shall have the meaning provided in the preamble to thisAmended and Restated Credit Agreement.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect atas of the date of this AgreementOriginal Closing Date and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with the Parent Borrower would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “Event of Default” shall have the meaning provided in Section 11.

          “Excess Amount” shall have the meaning provided in Section 2.14.

          “Excess Facility Availability” shall mean, as of any date of determination thereof by the Administrative Agent, (x) the lesser of (1) the Borrowing Base and (2) the aggregate New Revolving Credit Commitment, minus (y) the aggregate New Revolving Exposure.

          “Excess Global Availability” shall mean, as of any date of determination thereof by the Administrative Agent, the sum of:

          (A) (x) the lesser of (1) the Borrowing Base and (2) the aggregate New Revolving Credit Commitment hereunder minus (y) the aggregate New Revolving Exposure hereunder,

          plus

          (B) the aggregate Revolving Credit Commitment (as defined in the CF Agreement) under the CF Revolving Credit Facility minus the aggregate Revolving Credit Exposure (as defined in the CF Agreement) under the CF Revolving Credit Facility.

          “Exchange” shall have the meaning provided in the recitals hereto.

          “Excluded Subsidiary” shall mean (a) each Domestic Subsidiary listed on Schedule 1.1(d) to the Original Credit Agreement and each futuresubsequently formed or acquired Domestic Subsidiary, in each case, for so long as any such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $5,000,000 (provided that no Domestic Subsidiary listed on Schedule 1.1(d) to the Original Credit Agreement that is identified on such Schedule as a Subsidiary with respect which the Parent Borrower intends to conduct a Syndication shall cease to be an Excluded Subsidiary pursuant to this clause (a) for so long as the Parent Borrower intends to conduct such Syndication), (b) each Domestic Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary would otherwise be required to become a Subsidiary Borrower pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-wholly-owned Restricted Subsidiary), (c) each Domestic Subsidiary that is prohibited by any applicable Contractual Requirement or Requirement of Law from guaranteeing or incurring, directly or indirectly, the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), (d) each Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) each other Domestic Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(j) or Section 10.1(k) and permitted by the proviso to subclause (y) of such Sections and each Restricted Subsidiary thereof that guarantees such Indebtedness to the extent and so long as the financing documentation relating to such Permitted Acquisition to which such Restricted Subsidiary is a party prohibits such Restricted Subsidiary from guaranteeing, or granting a Lien on any of its assets to secure, the Obligations, (f) any other Domestic Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of providing a guarantee of or incurring, directly or indirectly, the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (g) each Unrestricted Subsidiary, (h) each 1993 Indenture Restricted Subsidiary for so long as the 1993 Indenture is in effect and such Subsidiary is a “Restricted

Subsidiary” under the 1993 Indenture, (i) any Designated Non-Borrower Subsidiary and (k) HCA Health Services of New Hampshire, Inc., a New Hampshire corporation.

          “Excluded Taxes” shall mean, with respect to any Agent or any Lender, (a) (i) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on such Agent or Lender and, to the extent not duplicative, any Taxes imposed on such Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender and (ii) any Taxes imposed on any Agent or any Lender as a result of any current or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or having been a party to or having enforced, this Agreement or any other Credit Document) and, (b) in the case of a Non-U.S. Lender, (i) any U.S. federal withholding tax that is imposed on amounts payable to such Non-U.S. Lender under the law in effect at the time such Non-U.S. Lender becomes a party to this Agreement (or, in the case of a Non-U.S. Participant, on the date such Non-U.S. Participant became a Participant hereunder); provided that this subclause (b)(i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this subclause (b)(i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer or (y) any Tax is imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 14.8(a) or that such Lender acquired pursuant to Section 14.7 (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Non-U.S. Lender as a result of a Change in Law occurring after the time such Non-U.S. Lender became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax) or (ii) any Tax to the extent attributable to such Non-U.S. Lender’s failure to comply with Section 5.4(d) and (c) any Taxes imposed pursuant to FATCA.

          “Existing First Lien Notes” shall mean (i) $1,500,000,000 aggregate principal amount of the Parent Borrower’s 8¹/2% Senior Secured Notes due 2019, (ii) $1,250,000,000 aggregate principal amount of the Parent Borrower’s 7⁷/₈% Senior Secured Notes due 2020 and (iii) $1,400,000,000 aggregate principal amount of the Parent Borrower’s 7¹/4% Senior Secured Notes due 2020, in each case, outstanding on the Second Restatement Effective Date.

          “Existing Junior Lien Notes” shall mean the Initial Junior Lien Notes and $310,000,000 aggregate principal amount of the Parent Borrower’s 9⁷/₈% senior secured notes due 2017, in each case, outstanding on the Second Restatement Effective Date.

          “Existing Letters of Credit” shall mean all Letters of Credit outstanding under the Original Credit Agreement and Amended and Restated Credit Agreement on the Second Restatement Effective Date and shall in any event include all amendments, extensions and renewals thereof.

          “Facility Syndication Partners” shall mean, with respect to any Subsidiary, a Physician or employee performing services with respect to a facility operated by such Subsidiary or a not-for-profit entity.

          “FATCA” shall mean Sections 1471 through 1474 of the Code, any similar amendment thereof or successor provisions and any current or future regulations or interpretations thereof.

          “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

          “Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

          “Final Maturity Date” shall mean November 16, 2012, or, if such date is not a Business Day, the next preceding Business Day.

          “Financial Officer” shall mean the Chief Financial Officer, the Vice President-Finance, the Treasurer, Assistant Treasurer, the officer in charge of cash management or any other senior financial officer of the Parent Borrower.

          “First Amendment Date” shall mean the date upon which the amendments hereto (as reflected herein) provided for in Amendment No. 1 hereto dated as of March 2, 2009 become operative in accordance with the terms thereof.

          “Foreign Currencies” shall mean any currency other than Dollars.

          “Foreign Subsidiary” shall mean each Subsidiary of the Parent Borrower that is not a Domestic Subsidiary.

          “▇▇▇▇▇ Shareholders” shall mean (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and any executor, administrator, guardian, conservator or similar legal representative thereof, (ii) any member of the immediate family of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., (iii) any person directly or indirectly controlled by one or more of the immediate family members of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., (iv) any Person acting as agent for any Person described in clauses (i) through (iii) hereof and (v) the HCA Foundation so long as a majority of the members of its board of directors consist of (a) ▇▇▇▇▇ Shareholders, (b) Continuing Directors, (c) Management Investors and/or (d) any other member of management of the Parent Borrower (provided in the case of this subclause (v)(d) that no Change of Control under clause (a) of the definition thereof (with any reference in such clause (a) to the ▇▇▇▇▇ Shareholders determined without regard to this subclause (v)(d)) shall have occurred on the date such person became a member of management of the Parent Borrower).

          “Fronting Fee” shall have the meaning provided in Section 4.1(c).

          “Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

          “Funded Debt” shall mean all indebtedness of the Parent Borrower and the Restricted Subsidiaries (and, solely for purposes of determining Consolidated Interest Expense, Holdings) for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Parent Borrower or any Restricted Subsidiary (and, solely for purposes of determining Consolidated Interest Expense, Holdings), to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of any Borrower, Indebtedness in respect of the Loans.

          “Future Secured NotesDebt” shall mean the Existing First Lien Notes and any senior secured notes or other senior secured Indebtedness (which notes or other Indebtedness may either have the same lien priority as the CF Facilities or may be a junior lien) in each case issued by the Parent Borrower or a U.S. Guarantor (as defined in the CF Agreement), (a) the terms of which do not provide for any scheduled repayment (other than de minimis amortization not to exceed 1% per annum in the event that such Indebtedness is in the form of a Loan), mandatory redemption or sinking fund obligations prior to the Tranche B Term Loan Maturity Date including any such Indebtedness of a Person that becomes a U.S. Guarantor (as defined in the CF Agreement as in effect on the Original Closing Date) (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default in the case of senior secured notes and other than customary mandatory prepayment and customary acceleration rights after an event of default consistent with those in the CF Agreement as in effect on the Original Closing Date if such Indebtedness is in the form of a Loan ) in connection with a Permitted Acquisition to the extent the Parent Borrower elects to secure such Indebtedness by a Lien on the assets of the Parent Borrower and the U.S. Guarantors (as defined in the CF Agreement), so long as (a) after giving effect to the incurrence of such Future Secured Debt (or the granting of such Liens) the aggregate amount of Scheduled Inside Payments does not exceed the greater of (I) $3,000,000,000 and (II) 50% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Parent Borrower and the Subsidiaries than those in the CF Facilities; provided that a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Parent

Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Parent Borrower (other than U.S. Guarantor (as defined in the CF Agreement)) is an obligor.

          “Future Secured Debt Documents” shall mean any document or instrument issued or executed and delivered with respect to any Future Secured Debt by the Parent Borrower or a U.S. Guarantor (as defined in the CF Agreement).

          “Future Secured Debt Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, the Parent Borrower or a U.S. Guarantor (as defined in the CF Agreement) arising under any Future Secured Debt Document, 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 the Parent Borrower or a U.S. Guarantor (as defined in the CF Agreement) or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if there occurs after the Original Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in Section 10, the Lenders and the Parent Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Parent Borrower after such change in GAAP conform as nearly as possible to their respective positions as of the date of this AgreementOriginal Closing Date and, until any such amendments have been agreed upon, the covenants in Section 10 shall be calculated as if no such change in GAAP has occurred.

          “Government Accounts” shall mean, collectively, any and all Accounts which are (a) Medicare Accounts, (b) Medicaid Accounts, (c) TRICARE Accounts, (d) CHAMPVA Accounts or (e) any other Account payable by a Governmental Authority acceptable to the Administrative Agent in its Permitted Discretion.

          “Government Receivables Bank” shall have the meaning provided in Section 9.15(a).

          “Government Receivables Deposit Account” shall have the meaning provided in Section 9.15(a).

          “Government Receivables Deposit Account Agreement” shall have the meaning ascribed to it in Section 9.15(a).

          “Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

          “Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Original Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

          “HCA” shall have the meaning provided in the preamble to this Agreement.

          “HCI” shall mean Health Care Indemnity, Inc., an insurance company formed under the laws of the State of Colorado.

          “Healthtrust” shall mean Healthtrust, Inc. — The Hospital Company, a Delaware corporation, and its successors and assigns.

          “Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements, and other similar agreements entered into by the Parent Borrower or any Restricted Subsidiary in the ordinary course of business (and not for speculative purposes) for the principal purpose of

protecting the Parent Borrower or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.

          “Hedge Bank” shall mean any Person that either (x) at the time it enters into a Secured Hedge Agreement or (y) on the Original Closing Date, Amendment and Restatement Date, or the Second Restatement Effective Date,is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement.

          “Hercules Holdings” shall mean Hercules Holdings II, LLC, a Delaware limited liability company.

          “HIPAA” shall have the meaning provided in Section 9.2.

          “Historical Financial Statements” shall mean the audited consolidated balance sheets of the Parent Borrower as of December 31, 2004 and December 31, 2005 and the audited consolidated statements of income, stockholders’ equity and cash flows of the Parent Borrower for each of the fiscal years in the three year period ending on December 31, 2005.

          “Holdings” shall mean HerculesHCA Holdings II, LLCInc., a Delaware limited liability company corporation, and its successors.

          “Increased Amount Date” shall have the meaning provided in Section 2.14.

          “Incremental Revolving Credit Commitments” shall have the meaning provided in Section 2.14.

          “Incremental Revolving Loan Lender” shall have the meaning provided in Section 2.14.

          “Incremental Revolving Loans” shall have the meaning provided in Section 2.14.

          “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as a liability on the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of any other Person secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (e) the principal component of all Capitalized Lease Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements, (g) all obligations of such Person in respect of Disqualified Equity Interests and (h) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not include (i) trade payables and accrued expenses arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and,

(iv) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and incurred in the ordinary course of business, and (v) Indebtedness resulting from substantially concurrent interim transfers of creditor positions with respect to intercompany Indebtedness.

          “Indemnified Taxes” shall mean all Taxes (including Other Taxes) other than (i) Excluded Taxes and (ii) any interest, penalties or expenses caused by an Agent’s or Lender’s gross negligence or willful misconduct.

          “Initial Junior Lien Notes” shall mean $1,000,000,000 aggregate principal amount of the Parent Borrower’s 9¹/₈% Senior Secured Notes due 2014, $3,200,000,000 aggregate principal amount of the Parent Borrower’s 9¹/4% Senior Secured Notes due 2016 and the Toggle Notes, in each case, issued under the Initial Junior Lien Notes Indenture prior to the Second Restatement Effective Date.

          “Initial Junior Lien Notes Indenture” shall mean the Indenture dated as November 17, 2006, among the Parent Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Initial Junior Lien Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

          “Intercreditor Agreement” shall mean that certain Receivables Intercreditor Agreement, dated as of the Original Closing Date, among the Collateral Agent, the CF Collateral Agent and the Trustee under the Initial Junior Lien Notes Indenture, as the same may be amended, restated, modified or waived from time to time.

          “Interest Period” shall mean, with respect to any New Revolving Credit Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, Stock Equivalents (or any other capital contribution), bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit or capital contribution to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 364 days (inclusive of any rollover or extension of terms) arising in the ordinary course of business; or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness; or (d) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person; provided that, in the event that any Investment is made by the Parent Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through one or more other Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 10.5.

          “Investors” shall mean the Sponsors, the Management Investors, the ▇▇▇▇▇ Shareholders and each other investor providing a portion of the Equity Investments on the Original Closing Date.

          “ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

          “Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and the Parent Borrower (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer and relating to such Letter of Credit.

          “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit L to the Original Credit AgreementC, with such changes thereto as are consistent with Section 2.14 and are agreed to by the Parent Borrower and the Administrative Agent.

          “Joint Bookrunners” shall mean Deutsche Bank Securities Inc. and WachoviaWells Fargo Capital MarketsFinance, LLC.

          “Joint Lead Arrangers and Bookrunners” shall mean Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, and Citigroup Global Markets, Inc.

          “Junior Indebtedness” shall have the meaning provided in Section 10.7(a).

          “Junior Lien Notes” shall have the meaning set forth in the preamble.

          “Junior Lien Notes Collateral” shall mean the U.S. Collateral (as defined in the CF Agreement) (other than any Principal Properties except to the extent that the 1993 Indenture has ceased to be in effect as a result of a satisfaction and discharge thereof or defeasance thereof in accordance with its terms at any time prior to the repayment in full of the Obligations (as defined in the CF Agreement)).

          “Junior Lien Notes Indenture” shall mean the Indenture dated as of the Original Closing Date, among the Parent Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Junior Lien Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

          “Junior Lien Notes Offering” shall have the meaning provided in the recitals hereto.

          “JV Distribution Amount” means, at any time, the aggregate amount of cash distributed to the Parent Borrower or any Restricted Subsidiary by any joint venture that is not a Subsidiary (regardless of the form of legal entity) since the Original Closing Date and prior to such time (without duplication of any amount treated as a reduction in the outstanding amount of

Investments by the Parent Borrower or any Restricted Subsidiary pursuant to clause (d), (i) or (v) of Section 10.5) and only to the extent that neither the Parent Borrower nor any Restricted Subsidiary is under any obligation to repay such amount to such joint venture.

          “KKR” shall mean each of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P. and KKR Associates, L.P.

          “L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars.

          “L/C Maturity Date” shall mean the date that is five Business Days prior to the Final Maturity Date.

          “L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

          “L/C Participant” shall have the meaning provided in Section 3.3(a).

          “L/C Participation” shall have the meaning provided in Section 3.3(a).

          “Lender” shall have the meaning provided in the preamble to this Agreement and shall include each Lender under the Original Credit Agreement and Amended and Restated Credit Agreement.

          “Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing, to fund its portion of any unreimbursed payment under Section 3.3 or to fund its participation in a Protective Advance or (b) a Lender having notified the Administrative Agent and/or the Parent Borrower that it does not intend to comply with the obligations under SectionSections 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or (b) above or (c) a Lender becoming the subject of a bankruptcy or insolvency proceeding.

          “Letter of Credit” shall mean each letter of credit issued pursuant to Section 3.1.

          “Letter of Credit Commitment” shall mean $200,000,000, as the same may be reduced from time to time pursuant to Section 3.1.

          “Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (a) the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s New Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid

Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).

          “Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

          “Letter of Credit Issuer” shall mean Bank of America, any of its Affiliates or any replacement or successor pursuant to Section 3.6. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.

          “Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate principal amount of all Unpaid Drawings in respect of all Letters of Credit.

          “Letter of Credit Request” shall have the meaning provided in Section 3.2.

          “Level I Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 6.00 to 1.00 as of such date.

          “Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as of such date.

          “Level III Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 4.50 to 1.00 as of such date.

          “LIBOR Loan” shall mean any New Revolving Credit Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “LIBOR Rate” shall mean, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks

in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

          “Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

          “Loan” shall mean any New Revolving Credit Loan, Swingline Loan, Incremental Revolving Loan or Protective Advance made by any Lender hereunder.

          “Lock Boxes” shall have the meaning provided in Section 9.15(a).

          “Management Investors” shall mean the directors, management officers and employees of the Parent Borrower and its Subsidiaries on the Original Closing Date.

          “Mandatory Borrowing” shall have the meaning provided in Section 2.1(d).

          “Material Adverse Change” shall mean any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that is materially adverse to the business, financial condition or results of operations of HCA and its Subsidiaries, taken as a whole, other than (i) any Effect resulting from (A) changes in general economic or political conditions or the securities, credit or financial markets in general, (B) general changes or developments in the industries in which HCA and its Subsidiaries operate, including general changes in law or regulation across such industries, (C) the announcement of the Acquisition Agreement or the pendency or consummation of the Merger, including any labor union activities related thereto, (D) the identity of Holdings or any of its Affiliates as the acquirer of HCA, (E) compliance with the terms of, or the taking of any action required by, the Acquisition Agreement or consented to by Holdings, (F) any acts of terrorism or war (other than any of the foregoing that causes any damage or destruction to or renders unusable any facility or property of HCA or any of its Subsidiaries), (G) changes in generally accepted accounting principles or the interpretation thereof, or (H) any weather-related event, except, in the case of the foregoing clauses (A) and (B), to the extent such changes or developments referred to therein would reasonably be expected to have a materially disproportionate impact on HCA and its Subsidiaries, taken as a whole, relative to other for-profit participants in the industries and in the geographic markets in which HCA conducts its businesses after taking into account the size of HCA relative to such other for-profit participants, or (ii) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure shall be considered in determining whether there is a Material Adverse Change).

     “Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets, operations, properties or financial condition of the Parent Borrower and the Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of the Parent Borrower and the other Credit Parties, taken as a whole, to perform their payment obligations under this Agreement or any of the other Credit Documents or (b) the rights and remedies of the

Administrative Agent and the Lenders under this Agreement or any of the other Credit Documents.

          “Material Subsidiary” shall mean, at any date of determination, (i) each Restricted Subsidiary of the Parent Borrower (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 1% of the consolidated total assets of the Parent Borrower and the Restricted Subsidiaries at such date or (b) whose revenues during such Test Period were equal to or greater than 1% of the consolidated revenues of the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP and (ii) solely for purposes of Sections 11.5 and 11.9, each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections and that, when such Restricted Subsidiary’s total assets and revenues are aggregated with the total assets or revenues, as applicable, of each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections, would constitute a Material Subsidiary under clause (i) above using a 4% threshold in replacement of the 1% threshold in such clause (i).

          “Medicaid” shall mean, collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§ 1396 et seq.) and any statutes succeeding thereto, and all law, rules, regulations, manuals, orders, guidelines or requirements (whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “Medicaid Account” shall mean an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicaid in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or merchandise for Medicaid patients. Any Potential Medicaid Account shall become a Medicaid Account at such time as such agency or entity assigns an identification number to the Account Debtor with respect to such Potential Medicaid Account or otherwise provides documentation confirming that such Account Debtor has qualified for Medicaid benefits.

          “Medicare” shall mean, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§ 1395 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations manuals, orders or guidelines (whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “Medicare Account” means an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicare in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or merchandise for Medicare patients.

          “Merger” shall have the meaning provided in the preamble to thisAmended and Restated Credit Agreement.

          “Merger Sub” shall mean Hercules Acquisition Corporation, a Delaware corporation.

          “Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of LIBOR Loans, $10,000,000 (or, if less, the entire remaining Commitments at the time of such Borrowing), (b) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less, the entire remaining Commitments at the time of such Borrowing), and (c) with respect to a Borrowing of Swingline Loans, $500,000 (or, if less, the entire remaining Commitments at the time of such Borrowing).

          “MLGP” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners.

          “Monthly Borrowing Base Certificate” shall have the meaning provided in Section 9.1(i).

          “Moody’s” shall mean ▇▇▇▇▇’▇ Investors Service, Inc. or any successor by merger or consolidation to its business.

          “New Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the Amendment and Restatement Date, the amount set forth opposite such Lender’s name on Schedule 1 to the Amendment Agreement as such Lender’s “New Revolving Credit Commitment” and (b) in the case of any Lender that becomes a Lender after the Amendment and Restatement Date, the amount specified as such Lender’s “New Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total New Revolving Credit Commitment, in each case of the same may be changed from time to time pursuant to terms hereof. The aggregate amount of the New Revolving Credit Commitment as of the Amendment and Restatement Date is $2,000,000,000.

          “New Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s New Revolving Credit Commitment at such time by (b) the amount of the Total New Revolving Credit Commitments at such time, provided that at any time when the Total New Revolving Credit Commitment shall have been terminated, each Lender’s New Revolving Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s New Revolving Exposure at such time by (b) the New Revolving Exposure of all Lenders at such time.

          “New Revolving Credit Loans” shall have the meaning provided in Section 2.1(b).

          “New Revolving Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the New Revolving Credit Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at such time, (c) such Lender’s New Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Swingline Loans and (d) with respect to Protective Advances, such Lender’s New Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Protective Advances; provided that clause (d) of this definition shall be disregarded with respect to any Protective Advance solely for purposes of calculating Excess Global Availability and Excess Facility Availability and solely to the extent that the making of such Protective Advance would result in the occurrence of a Cash Dominion Event or a Covenant Compliance Event.

          “New Revolving Lender” shall mean, at any time, any Lender that has a New Revolving Credit Commitment at such time.

          “New Revolving Termination Date” shall mean the date on which the New Revolving Credit Commitments shall have terminated, no New Revolving Credit Loans shall be outstanding and the Letters of Credit Outstanding shall have been reduced to zero or Cash Collateralized.

          “1993 Indenture” shall mean the Indenture dated as of December 16, 1993 between HCA and First National Bank of Chicago, as Trustee, as may be amended, supplemented or modified from time to time.

          “1993 Indenture Restricted Subsidiary” shall mean any Subsidiary that on the Original Closing Date constitutes a Restricted Subsidiary under (and as defined in) the 1993 Indenture, as in effect on the Original Closing Date.

          “Non-Cash Charges” shall mean (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, including any such charges arising from stock options, restricted stock grants or other equity incentive grants, and any cash compensation charges associated with the rollover or acceleration of stock-based awards or payment of stock options in connection with the Transactions, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent).

          “Non-Consenting Lender” shall have the meaning provided in Section 14.7(b).

          “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

          “Non-Extension Notice Date” shall have the meaning provided in Section 3.2(d).

          “Non-Reinstatement Deadline” shall have the meaning provided in Section 3.2(e).

          “Non-U.S. Lender” shall mean any Agent or Lender that is not, for United States federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

          “Non-U.S. Participant” shall mean any Participant that if it were a Lender would qualify as a Non-U.S. Lender.

          “Notice of Borrowing” shall have the meaning provided in Section 2.3(b).

          “Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6.

          “Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Commitment, Loan or Letter of Credit or under any Secured Cash Management Agreement or Secured Hedge Agreement, in each case, entered into with the Parent Borrower or any of its Domestic Subsidiaries, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, existing on the Original Closing Date or thereafter existing and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Option Note” shall mean the promissory note, dated as of November 14, 2006, in a principal amount equal to the Option Note Amount issued by The Community Foundation of Middle Tennessee in favor of the Parent Borrower.

          “Option Note Amount” shall mean $63,160,680.

          “Original Closing Date” shall mean November 17, 2006.

          “Original Credit Agreement” shall have the meaning set forth in the recitals hereto.

          “Original Lenders” shall have the meaning set forth in the recitals hereto.

          “Other Taxes” shall mean any and all present or future stamp, registration, documentary or any other excise,similar property or similar excise taxes (including interest, fines, penalties, additions to tax and related expenses with regard thereto) arising from any payment made or required to be made under this Agreement or any other Credit Document or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Credit Document.

          “Overnight Rate” shall mean, for any day, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the Letter of Credit Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

          “Parent Borrower” shall have the meaning set forth in the preamble hereto.

          “Participant” shall have the meaning provided in Section 14.6(c).

          “Patriot Act” shall have the meaning provided in Section 14.18.

          “Payment Conditions” shall mean each of the following conditions precedent, the satisfaction of each of which shall be required before any Investment under Section 10.5(y), dividends under Section 10.6(f), or repurchase, prepayment, redemption, or repayment of Indebtedness under Section 10.7 would result therefrom:

     (a) no Default or Event of Default under Section 11.1 or 11.5 exists at such time or would result from such Investment, dividend or repurchase, prepayment, redemption or repayment of Junior Indebtedness or Retained Indebtedness;

     (b) (x) Excess Global Availability of at least $250.0 million or (y) Excess Facility Availability of at least $125.0 million, in the case of each of clauses (x) and (y), immediately after making such Investment, dividend or repurchase, prepayment, redemption, or repayment of Junior Indebtedness or Retained Indebtedness; and

     (c) such Investment, dividend or repurchase, prepayment, redemption, or repayment of Junior Indebtedness or Retained Indebtedness shall not result in a Consolidated EBITDA to Consolidated Interest Coverage Ratio, calculated as of the last day of the fiscal quarter for the Test Period most recently then ended for which Section 9.1 Financials have been delivered, to be less than 1.50:1.00.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

          “Perfection Certificate” shall mean a certificate of each Borrower in the form of Exhibit D to the Original Credit Agreementthe perfection certificate, dated as of November 17, 2006, of the Credit Parties or any other form approved by the Administrative Agent.

          “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Parent Borrower or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law; (b) such acquisition shall result in the issuer of such Stock or Stock Equivalents becoming a Restricted Subsidiary and a Subsidiary Borrower, to the extent required by Section 9.11; (c) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; (d) the aggregate fair market value (as determined in good faith by the Parent Borrower) of all Investments funded or financed in any Persons that do not become Guarantors (as defined in the CF Agreement as in effect on the Original Closing Date) in connection with all such acquisitions following the Original Closing Date in reliance on Section 10.5(h) shall not exceed $1,500,000,000 (it being understood that additional Investments in Persons that are not Credit Parties (as defined in the CF Agreement) may be made in connection with Permitted Acquisitions in reliance on any exception in Section 10.5 other than clause (h) thereof); and (e) the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(j) and 10.1(k), respectively, and any related Pro Forma Adjustment), with the covenant set forth in Section 10.910.8 of the CF Agreement for the most

recently ended Test Period under such section as if such acquisition had occurred on the first day of such Test Period for which Section 9.1 Financials have been delivered.

          “Permitted Additional Debt” shall mean senior unsecured or senior subordinated notes or other Indebtedness or, subject to compliance with Section 10.2, junior lien secured notes or other junior lien secured Indebtedness, issued by the Parent Borrower or a U.S. Guarantor (as defined in the CF Agreement), so long as (a) the terms of which (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date on which the final maturity of the Junior Lien Notes occurs (as in effect on the Original Closing Date) (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default)(i) after giving effect to the incurrence of such Permitted Additional Debt, the aggregate amount of Scheduled Inside Payments does not exceed the greater of (I) $3,000,000,000 and (II) 50% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered and (ii) to the extent the same are senior subordinated notes, provide for customary subordination to the Obligations under the Credit Documents, (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Parent Borrower and the Subsidiaries than those in the Existing Junior Lien Notes; provided that a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Parent Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Parent Borrower (other than U.S. Guarantor (as defined in the CF Agreement)) is an obligor.

          “Permitted Discretion” shall mean, the Administrative Agent’s commercially reasonable judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, as to any factor, event, condition or other circumstance arising after the Original Closing Date or based on facts not known to the Administrative Agent as of the Original Closing Date which the Administrative Agent reasonably determines: (a) will or reasonably could be expected to adversely affect in any material respect the value of any Eligible Accounts, the enforceability or priority of the Collateral Agent’s Liens thereon or the amount which the Administrative Agent, the Lenders or the Letter of Credit Issuer would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Eligible Accounts or (b) evidences that any collateral report or financial information delivered to the Administrative Agent by any Person on behalf of the Parent Borrower is incomplete, inaccurate or misleading in any material respect. In exercising such judgment, the Administrative Agent may consider, without duplication, factors already included in or tested by the definition of Eligible Accounts, and any of the following: (i) changes after the Original Closing Date in any material respect in any

concentration of risk with respect to Eligible Accounts and (ii) any other factors arising after the Original Closing Date that change in any material respect the credit risk of lending to the Borrowers on the security of the Eligible Accounts.

          “Permitted Investments” shall mean:

     (a) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;

     (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or ▇▇▇▇▇’▇ (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);

     (c) commercial paper issued by any Lender or any bank holding company owning any Lender;

     (d) commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

     (e) domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent thereof) in the case of foreign banks;

     (f) repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national standing;

     (g) marketable short-term money market and similar funds (x) either having assets in excess of $250,000,000 or (y) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

     (h) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (g) above;

     (i) in the case of Investments by any Restricted Foreign Subsidiary, other customarily utilized high-quality Investments in the country where such Restricted Foreign Subsidiary is located or in which such Investment is made; and

     (j) investments made by HCI that are permitted or required by any Requirement of Law or otherwise consistent with past practice, including without limitation investments in exchange-traded funds, common stocks and bonds.

          “Permitted Junior Lien Debt” shall mean the Junior Lien Notes and any other Indebtedness secured by a Lien on the Junior Lien Notes Collateral permitted by Section 10.2(c) or (r).

          “Permitted Liens” shall mean:

     (a) Liens for taxes, assessments or governmental charges or claims not yet delinquent or that are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and in accordance with GAAP;

     (b) Liens in respect of property or assets of the Parent Borrower or any of the Subsidiaries imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect;

     (c) Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.11;

     (d) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business;

     (e) ground leases in respect of real property on which facilities owned or leased by the Parent Borrower or any of its Subsidiaries are located;

     (f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Parent Borrower and its Subsidiaries, taken as a whole;

     (g) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement;

     (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

     (i) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Parent Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of the Parent Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1;

     (j) leases or subleases granted to others not interfering in any material respect with the business of the Parent Borrower and its Subsidiaries, taken as a whole;

     (k) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases entered into by the Parent Borrower or any of its Subsidiaries; and

     (l) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of the Parent Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.

          “Permitted Receivables Financing” shall mean any customary accounts receivable financing facility (including customary back-to-back intercompany arrangements in respect thereof) to the extent (i) the amount thereof does not exceed the amount permitted by Section 10.1(a) and (ii) either (x) the Accounts contributed, sold or otherwise financed thereby are Accounts that immediately prior to being contributed, sold or otherwise financed thereunder did not constitute Collateral or (y) after giving effect thereto, any Borrower that shall have contributed, sold or otherwise financed any of its Accounts in connection therewith shall thereafter cease to be a Borrower for all purposes hereunder and no Accounts originated or owned by such Borrower shall thereafter be included in the Borrowing Base at any time.

          “Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Parent Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (i) a Credit Party and another Credit Party, (ii) a Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary to another Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary or (iii) a 1993 Indenture Restricted Subsidiary to another 1993 Indenture Restricted Subsidiary is consummated for fair value as determined at the time of consummation in good faith by the Parent Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $250,000,000 the board of directors of the Parent Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Parent Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

          “Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

          “Physician” shall mean a doctor of medicine or osteopathy, a doctor of dental surgery or dental medicine, a doctor of podiatric medicine, a doctor of optometry or a chiropractor.

          “PIK Interest Amount” shall mean the aggregate principal amount of all increases in outstanding principal amount of Toggle Notes and issuances of PIK Notes (as defined in the Initial Junior Lien Notes Indenture) in connection with an election by the Parent Borrower to pay interest on the Toggle Notes in kind.

          “Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) the Parent Borrower or an ERISA Affiliate.

          “Platform” shall have the meaning provided in Section 14.17(b).

          “Post-Acquisition Period” shall mean, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

          “Potential Medicaid Account” shall mean any Account for which the Account Debtor is a natural person and for which the Borrowers in good faith and consistent with past practice, have submitted an application to have such Accounts of such Account Debtor made eligible to become a valid Medicaid Account. Once an identification number has been obtained for the patient or the applicable State agency or other entity administering Medicaid in such State has provided documentation confirming that such Account Debtor has qualified for Medicaid benefits, such patient’s Accounts shall no longer be Potential Medicaid Accounts.

          “Prime Rate” shall mean the “prime rate” referred to in the definition of ABR.

          “Principal Properties” shall mean each acute care hospital providing general medical and surgical services (excluding equipment, personal property and hospitals that primarily provide specialty medical services, such as psychiatric and obstetrical and gynecological services) owned solely by the Parent Borrower and/or one or more of its Subsidiaries (as defined in the 1993 Indenture as in effect on the Original Closing Date) and located in the United States of America for so long as the 1993 Indenture is in effect and such acute care hospital is a “Principal Property” under the 1993 Indenture.

          “Private Accounts” shall mean, collectively, any and all Accounts that are not Government Accounts.

          “Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Parent Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Parent Borrower in good faith as a

result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Parent Borrower and the Restricted Subsidiaries; provided that (i) at the election of the Parent Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business to the extent the aggregate consideration paid in connection with such acquisition was less than $100,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

          “Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Parent Borrower delivered pursuant to Section 9.1(h) or Section 9.1(d).

          “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” shall mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable and other than for purposes of determining the Applicable Amount, the Applicable ABR Margin, the Applicable LIBOR Margin and the Commitment Fee Rate, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of the Parent Borrower or any division, product line, or facility used for operations of the Parent Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by the Parent Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parent Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

          “Protective Advance” shall have the meaning provided in Section 2.1(e).

          “Public Lender” shall have the meaning provided in Section 14.17(b).

          “Qualified Equity Interest” shall mean any Stock or Stock Equivalent that does not constitute a Disqualified Equity Interest.

          “Qualified Holdings Debt” shall mean (1) any Indebtedness issued by Holdings (a) that does not provide for any cash interest payments thereon prior to the fifth anniversary of the date of issuance thereof, (b) that does not have any scheduled payment of principal prior to the Final Maturity Date (as defined in the CF Agreement) (determined as of the date such Indebtedness was incurred) (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), and (c) that is not guaranteed by, or secured by a Lien on any assets of, the Parent Borrower or any of the Restricted Subsidiaries.

          “Ratio First Lien Indebtedness” shall mean Future Secured Debt (including New Term Loans (as defined in the CF Agreement)) constituting CF Level Lien Obligations, in each case, which are designated by an Authorized Officer of the Parent Borrower as “Ratio First Lien Indebtedness” pursuant to a certificate delivered to the Administrative Agent not later than the date such New Term Loans are borrowed or Future Secured Debt are issued; provided that immediately after giving effect to the incurrence of Future Secured Debt and the application of proceeds therefrom on a Pro Forma Basis, the Consolidated First Lien Debt to Consolidated EBITDA Ratio (calculated for this purpose, without regard to any reduction in Consolidated Total Debt pursuant to clause (b) of the definition thereof) is not greater than 3.75 to 1.0.

          “Ratio Refinancing Indebtedness” shall mean Ratio First Lien Indebtedness that is incurred in exchange for, or the Net Cash Proceeds (as defined in the CF Agreement) of which are applied to repurchase, redeem or repay, any Term Loans (as defined in the CF Agreement) or Future Secured Debt (any such Term Loans or Future Secured Debt, the “Repaid First Lien Indebtedness”); provided that such Ratio First Lien Indebtedness has a final maturity and weighted average life to maturity that is no earlier than the final maturity and weighted average life to maturity of the Repaid First Lien Indebtedness.

          “Real Estate” shall have the meaning provided in Section 9.1(f).

          “Receivables Reserves” shall mean, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves, subject to Section 2.15, as the Administrative Agent in the Administrative Agent’s Permitted Discretion determines as being appropriate with respect to the determination of the collectability in the ordinary course of business of Eligible Accounts, including, without limitation, on account of bad debts and dilution.

          “Refinancing Future Secured Debt” shall mean Future Secured Debt that is issued for cash consideration to the extent the Parent Borrower delivers a certificate of an

Authorized Officer to the Administrative Agent no later than the date of issuance of such Future Secured Debt designating such Future Secured Debt as “Refinancing Future Secured Debt.”

          “Reference Time” shall have the meaning provided in the definition of the term “Applicable Amount.”

          “Register” shall have the meaning provided in Section 14.6(b)(iv).

          “Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

          “Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Reimbursement Date” shall have the meaning provided in Section 3.4(a).

          “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

          “Related Person” shall have the meaning provided in Section 9.15(a).

          “RepaymentRepaid First Lien Indebtedness” shall have the meaning provided in the recitals hereto definition of “Ratio Refinancing Indebtedness”.

          “Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than any event as to which the thirty day notice period has been waived.

          “Reports” shall have the meaning ascribed to it in Section 13.11(a).

          “Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the Adjusted Total New Revolving Credit Commitment at such date or (b) if the Total New Revolving Credit Commitment has been terminated or for the purposes of acceleration pursuant to Section 11, Non-Defaulting Lenders having or holding a majority of the outstanding principal amount of the Loans (other than Protective Advances) and Letter of Credit Exposure (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.

          “Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

          “Reserves” shall mean all (if any) Availability Reserves and Receivables Reserves it being understood that Reserves on the Original Closing Date were equal to $0.

          “Restricted Subsidiary” shall mean any Subsidiary of the Parent Borrower other than an Unrestricted Subsidiary; provided that, solely for purposes of calculating any financial definition set forth in this agreement for the Parent Borrower and its Restricted Subsidiaries on a consolidated basis and clauses (a), (b) and (d) of Section 9.1, each Consolidated Person shall be deemed to be a Restricted Subsidiary.

          “Retained Indebtedness” shall mean the debt securities issued under the 1993 Indenture that are identified on Schedule 1.1(f) to the Original Credit Agreement.

          “Revolving Credit Loan” shall have the meaning provided in the Original Credit Agreement.

          “S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

          “Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Parent Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether owned as of the Original Closing Date or thereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

          “Scheduled Inside Payments” means, at any time, all then remaining scheduled payments of principal with respect to any Future Secured Debt, Permitted Additional Debt or Indebtedness incurred pursuant to Sections 10.1(j) (other than Capitalized Lease Obligations) and 10.1(k), in each case, incurred after the Second Restatement Effective Date required to be made prior to the Final Maturity Date (determined as of the date such Future Secured Debt, Permitted Additional Debt or other Indebtedness is incurred); provided that any scheduled payments of principal of Ratio Refinancing Indebtedness shall be excluded from this definition except to the extent the scheduled payments of Indebtedness refinanced with the proceeds of such Ratio Refinancing Indebtedness were included in Scheduled Inside Payments.

          “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

          “Second Amendment Agreement” shall have the meaning set forth in the recitals hereto.

          “Second Amendment Date” shall mean the date upon which the amendments hereto (as reflected herein), provided for in Amendment No. 2, dated as of May 4, 2011 become operative in accordance with the terms thereof.

          “Second Amendment and Restatement Date” shall mean May 4, 2011.

          “Second Restatement Effective Date” shall mean the date on which each of the conditions set forth in Section 6 has been satisfied.

          “Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).

          “Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between the Parent Borrower or any of its Subsidiaries and any Cash Management Bank.

          “Secured Hedge Agreement” shall mean any Hedge Agreement that is entered into by and between the Parent Borrower or any of its Subsidiaries and any Hedge Bank.

          “Secured Parties” shall mean the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, each Lender, each Hedge Bank that is party to any Secured Hedge Agreement with the Parent Borrower or any Domestic Subsidiary, each Cash Management Bank that is party to a Secured Cash Management Agreement with the Parent Borrower or any Domestic Subsidiary and each sub-agent pursuant to Section 13 appointed by the Administrative Agent with respect to matters relating to the Credit Facilities or the Collateral Agent with respect to matters relating to any Security Document.

          “Securitization” shall mean a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns of securities or notes which represent an interest in, or which are collateralized, in whole or in part, by the Loans and the Lenders’ rights under the Credit Documents.

          “Security Agreement” shall mean the Security Agreement dated as of November 17, 2006 entered into by the Borrowers, any other grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit F to the Original Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Security Documents” shall mean, collectively, (a) the Security Agreement, (b) the Intercreditor Agreement, (c) Government Receivables Deposit Account Agreements, (d) Blocked Account Agreements, (e) Credit Card Notifications and (f) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11 or 9.14 or pursuant to any other such Security Documents to secure all of the Obligations.

          “Self-Pay Account” shall mean any Account for which a Third Party Payor is not the Account Debtor other than Potential Medicaid Accounts and other than Accounts for which the Account Debtor is a credit card or debit card processor.

          “Shared Receivables Collateral” shall have the definition set forth in the Intercreditor Agreement.

          “Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Solvent” shall mean, with respect to any Person, that as of the Original Closing Date, (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Original Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “Specified Subsidiary” shall mean, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 6% of the consolidated total assets of the Parent Borrower and the Subsidiaries at such date, or (ii) whose revenues during such Test Period were equal to or greater than 6% of the consolidated revenues of the Parent Borrower and the Subsidiaries for such period, in each case determined in accordance with GAAP, and (c) each other Unrestricted Subsidiary that is the subject of an Event of Default under Section 11.5 and that, when such Subsidiary’s total assets or revenues are aggregated with the total assets or revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under Section 11.5, would constitute a Specified Subsidiary under clause (b) above using a 10% threshold in replacement of the 6% threshold in such clause (b).

          “Specified Transaction” shall mean, with respect to any period, any Investment, sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Dividend, Subsidiary designation, Incremental Revolving Credit Commitment or other event that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

          “Sponsor” shall mean any of KKR, ▇▇▇▇ and MLGP and their respective Affiliates but excluding portfolio companies of any of the foregoing.

          “Spot Rate” for a currency shall mean the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such currency.

          “Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met; provided, however, that with respect to any Letter of Credit that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof, the Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

          “Status” shall mean, as to the Parent Borrower as of any date, the existence of Level I Status, Level II Status or Level III Status, as the case may be, on such date. Changes in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first day of the calendar month immediately following each date that (a) Section 9.1 Financials are required to be delivered to the Lenders under Section 9.1 and (b) an officer’s certificate is delivered by the Parent Borrower to the Lenders setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that each determination of the Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made as of the end of the Test Period ending at the end of the fiscal period covered by the relevant Section 9.1 Financials.

          “Stock” shall mean shares of capital stock or shares in the capital, as the case may be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

          “Stock Equivalents” shall mean all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

          “Subordinated Indebtedness” shall mean Indebtedness of any Borrower that is by its terms subordinated in right of payment to the obligations of such Borrower, under this Agreement.

          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by

reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability company, partnership, association, joint venture or other entity of which such Person (i) directly or indirectly through Subsidiaries owns or controls more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partner interests and (ii) is a controlling general partner or otherwise controls such entity at such time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent Borrower.

          “Subsidiary Borrowers” shall mean (a) each Domestic Subsidiary that was a party to the Original Credit Agreement as of the Original Closing Date, (b) each Domestic Subsidiary that became party to the Original Credit Agreement after the Original Closing Date and prior to the Second Amendment and Restatement Date pursuant to Section 9.11 of the Original Credit Agreement and (c) each Domestic Subsidiary that becomes a party to this Agreement on or after the Second Amendment and Restatement Date pursuant to Section 9.11 or otherwise.

          “Successor Borrower” shall have the meaning provided in Section 10.3(a).

          “Successor Parent Borrower” shall have the meaning provided in Section 10.3(a).

          “Supermajority Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding at least 75% of the Adjusted Total New Revolving Credit Commitment at such date or (b) if the Total New Revolving Credit Commitment has been terminated, Non-Defaulting Lenders having or holding at least 75% of the outstanding principal amount of the Loans and Letter of Credit Exposure (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.

          “Swap Contract” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

          “Swingline Commitment” shall mean $100,000,000.

          “Swingline Lender” shall mean Bank of America, in its capacity as lender of Swingline Loans hereunder.

          “Swingline Loans” shall have the meaning provided in Section 2.1(c).

          “Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Final Maturity Date.

          “Syndications” shall have the meaning provided in the definition of Disqualified Equity Interests.

          “Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

          “Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Parent Borrower then last ended.

          “Third Party Payor” shall mean any governmental entity, insurance company, health maintenance organization, professional provider organization or similar entity that is obligated to make payments on any Account.

          “Toggle Notes” shall have the meaning set forth in the preamble hereto. mean $1,500,000,000 aggregate original principal amount of 9⁵/₈10³/₈% senior secured toggle notes due 2016 and any PIK Interest Amount with respect thereto.

          “Total New Revolving Exposure” shall mean, at any date, the Total New Revolving Credit Commitment at such date (or, if the Total New Revolving Credit Commitment shall have terminated on such date, the aggregate New Revolving Exposure of all Lenders at such date).

          “Total New Revolving Credit Commitment” shall mean the sum of the New Revolving Credit Commitments of all the Lenders.

          “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Parent Borrower or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Credit Documents (including fees and expenses related to the Amendment Agreement and the amendment and restatement of this Agreement) and the transactions contemplated hereby and thereby have the meaning given such term by the Amended and Restated Credit Agreement.

          “Transactions” shall mean, collectively, the transactions contemplated by (i) this Agreement to be made on the Amendment and Restatement Date, and (ii) the transactions contemplated by the Original Credit Agreement, the CF Agreement, the Junior Lien Notes Indenture, the Debt Repayment, the Merger and the Equity Investments and the intercompany transfers of the proceeds of the CF Facilities, Junior Lien Notes and Loans made on the Original

Closing Date. have the meaning given such term by the Amended and Restated Credit Agreement.

          “Transferee” shall have the meaning provided in Section 14.6(e).

          “TRICARE” shall mean, collectively, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation, which program was formerly know as the Civilian Health and Medical Program of the Uniformed Services (CHAMPUS), and all laws, rules, regulations, manuals, orders and administrative, reimbursement and other guidelines of all Governmental Authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “TRICARE Account” shall mean an Account payable pursuant to TRICARE.

          “Trigger Date” shall mean the day following the date on which Section 9.1 Financials are delivered to the Lenders for the fiscal quarter ending after the First Amendment Date.

          “2014 Cash Pay Notes” shall have the meaning provided in the preamble to this Agreement.

          “2016 Cash Pay Notes” shall have the meaning provided in the preamble to this Agreement.

          “Type” shall mean as to any New Revolving Credit Loan, its nature as an ABR Loan or a LIBOR Loan.

          “UCC” shall mean the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

          “UFCA” shall have the meaning provided in Section 14.20.

          “UFTA” shall have the meaning provided in Section 14.20.

          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the Accumulated Benefit Obligation (as defined under Statement of Financial Accounting Standards No. 87 (“SFAS 87”)) under the Plan as of the close of its most recent plan year, determined in accordance with SFAS 87 as in effect on the Original Closing Date, exceeds the fair market value of the assets allocable thereto.

          “Unpaid Drawing” shall have the meaning provided in Section 3.4(a).

          “Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Parent Borrower that is formed or acquired after the Original Closing Date, provided that at such time (or

promptly thereafter) the Parent Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary subsequently designated as an Unrestricted Subsidiary by the Parent Borrower in a written notice to the Administrative Agent, provided that in the case of (b), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it previously had been designated as an Unrestricted Subsidiary; and provided further in the case of (a) and (b), (x) such designation shall be deemed to be an Investment (or reduction in an outstanding Investment, in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary), on the date of such designation in an amount equal to the sum of (i) the Parent Borrower’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Parent Borrower or any other Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation after giving Pro Forma Effect thereto and the Parent Borrower shall be in compliance with the covenant set forth in Section 10.9 determined on a Pro Forma Basis after giving effect to such designation and (c) each Subsidiary of an Unrestricted Subsidiary. The Parent Borrower may, by written notice to the Administrative Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, and thereafter, such Subsidiary shall no longer constitute an Unrestricted Subsidiary, but only if no Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

          “Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock Equivalents having the right to vote for the election of directors of such Person under ordinary circumstances.

          1.2. Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.

          (c) Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.

          (d) The term “including” is by way of example and not limitation.

          (e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

          (g) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

          1.3. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP.

          (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

          1.4. Rounding. Any financial ratios required to be maintained by the Parent Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

          1.5. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to organizational documents, agreements (including the Credit Documents) and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Credit Document; and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law.

          1.6. Exchange Rates. For purposes of determining compliance under Sections 10.4, 10.5 and 10.6 with respect to any amount in a currency other than Dollars (other than with respect to (x) any amount derived from the financial statements of Holdings, the Parent Borrower or its Subsidiaries, or (y) any Indebtedness denominated in a currency other than Dollars), such amount shall be deemed to equal the Dollar Equivalent thereof based on the average Spot Rate for such currency other than Dollars for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating

Consolidated EBITDA for the related period. For purposes of determining compliance with Sections 10.1, 10.2 and 10.5, with respect to any amount of Indebtedness denominated in a currency other than Dollars, compliance will be determined at the time of incurrence or advancing thereof using the Dollar Equivalent thereof at the Spot Rate in effect at the time of such incurrence or advancement.

           1.7. [Reserved]

          SECTION 2. Amount and Terms of Credit.

          2.1. Commitments . Effect of Restatement on Loans and Letters of Credit Under Second Amended and Restated Credit Agreement.

          (a) Subject to and upon the terms and conditions herein set forth upon the effectiveness of this Agreement on the Second Restatement Effective Date:

          (i) each Revolving Credit Loan of each Lender under the Original Credit Agreement shall remain outstanding under this Agreement as a Revolving Credit Loan from such Lender to the Parent Borrower;

          (ii) each Swingline Loan under the Original Credit Agreement shall remain outstanding under this Agreement as a Swingline Loan to the Parent Borrower;

          (iii) each Existing Letter of Credit shall continue as a Letter of Credit under this Agreement; and

          (iv) (a) [Reserved].each New Revolving Credit Loan of each Lender under the Amended and Restated Credit Agreement shall remain outstanding under this Agreement as a New Revolving Credit Loan from such Lender to the Parent Borrower.

          (b) (i) Subject to and upon the terms and conditions herein set forth, each Lender having a New Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “New Revolving Credit Loan” and, collectively, the “New Revolving Credit Loans”) to the Parent Borrower on behalf of the Borrowers, which New Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Amendment and Restatement Date and prior to the Final Maturity Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all New Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of New Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s New Revolving Exposure at such time exceeding such Lender’s New Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total New Revolving Credit Commitment, in each case as then in effect (subject to Section 2.1(e)).

          (i) (ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Final Maturity Date, all New Revolving Credit Loans shall be repaid in full.

          (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Original Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Parent Borrower on behalf of the Borrowers, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total New Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such Swingline Loan is initially Borrowed and (b) the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Parent Borrower on behalf of the Borrowers or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1.

          (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each New Revolving Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of New Revolving Credit Loans, in which case New Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each New Revolving Lender pro rata based on each Lender’s New Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each New Revolving Lender hereby irrevocably agrees to make such New Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total New Revolving Credit Commitment or the

Borrowing Base after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each New Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective New Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.

          (e) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 2.1(b)(i)(E) or in Section 7) the Administrative Agent is authorized by the Parent Borrower on behalf of the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make New Revolving Credit Loans that are ABR Loans on behalf of all Lenders to the Parent Borrower on behalf of the Borrowers, at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (each such loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate amount of the Lenders’ New Revolving Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances) the aggregate principal amount of all Protective Advances outstanding hereunder would exceed 5% of the Borrowing Base as determined on the date of such proposed Protective Advance; provided further that the aggregate amount of outstanding Protective Advances plus the aggregate New Revolving Exposures at such time shall not exceed the Total New Revolving Credit Commitment as then in effect. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent on behalf of the Secured Parties in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no circumstance shall the Parent Borrower have the right to require that a Protective Advance be made. At any time that the conditions precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may request the New Revolving Lenders to make a New Revolving Credit Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(f).

          (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have

purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its New Revolving Credit Commitment Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s New Revolving Credit Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

          2.2. Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of (i) each Borrowing of New Revolving Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $1,000,000 in excess thereof and (ii) Swingline Loans shall be in a minimum amount of $500,000 and in a multiple of $100,000 in excess thereof (except that Mandatory Borrowings and Protective Advances shall be made in the amounts required by Sections 2.1(d) and 2.1(e), respectively, and New Revolving Credit Loans to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3 or Section 3.4, as applicable). More than one Borrowing may be incurred on any date, provided that at no time shall there be outstanding more than 30 Borrowings of LIBOR Loans under this Agreement.

          2.3. Notice of Borrowing.

          (a) [Reserved].

          (b) Whenever any Borrower desires to incur New Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Parent Borrower on behalf of the Borrowers shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 Noon (New York City Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans (or prior to 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of New Revolving Credit Loans to be made on the Amendment and Restatement Date initially as LIBOR Loans) and (ii) prior to 10and (ii) prior to 12:00 a.m.Noon (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of New Revolving Credit Loans that are ABR Loans. Each such notice (together with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall specify (i) the aggregate principal amount of the New Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of ABR Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each New Revolving Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of New Revolving Credit Loans, of such Lender’s New Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

          (c) Whenever any Borrower desires to incur Swingline Loans hereunder, the Parent Borrower on behalf of the Borrowers shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing.

          (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the Parent Borrower on behalf of the Borrowers irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

          (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).

          (f) Without in any way limiting the obligation of any Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of such Borrower.

          2.4. Disbursement of Funds.

          (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below, provided that all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender no later than 3:00 p.m. (New York City time) on the date requested.

          (b) Each Lender shall make available all amounts it is to fund to the Parent Borrower on behalf of the Borrowers under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Parent Borrower on behalf of the Borrowers, by depositing to an account designated by the Parent Borrower on behalf of the Borrowers to the Administrative Agent the aggregate of the amounts so made available. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Parent Borrower on behalf of the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has

made available such amount to the Parent Borrower on behalf of the Borrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrowers and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

          2.5. Repayment of Loans; Evidence of Debt.

          (a) The Parent Borrower on behalf of the Borrowers shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Final Maturity Date, the then-outstanding New Revolving Credit Loans made to the Borrowers. The Parent Borrower on behalf of the Borrowers shall repay to the Administrative Agent, for the account of the Swingline Lender, on the Swingline Maturity Date, the then-outstanding Swingline Loans.

          (b) The Parent Borrower on behalf of the Borrowers shall repay to the Administrative Agent the then unpaid amount of each Protective Advance on the Final Maturity Date.

          (c) [Reserved].

          (d) [Reserved].

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

          (f) The Administrative Agent shall maintain the Register pursuant to Section 14.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a New Revolving Credit Loan, Protective Advance or Swingline Loan, as applicable, the Type of each Loan made, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender or the Swingline Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

          (g) The entries made in the Register and accounts and subaccounts maintained pursuant to clauses (e) and (f) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the applicable Borrower to repay (with applicable interest) the Loans made to the Borrowers by such Lender in accordance with the terms of this Agreement.

          2.6. Conversions and Continuations

          (a) Subject to the penultimate sentence of this clause (a), the Parent Borrower on behalf of the Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $10,000,000 of the outstanding principal amount of New Revolving Credit Loans made to the Parent Borrower on behalf of the Borrowers of one Type into a Borrowing or Borrowings of another Type and the Parent Borrower, on behalf of the Borrowers, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Swingline Loans and Protective Advances may not be converted to LIBOR Loans under any circumstances. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day’s in the case of a conversion into ABR Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the New Revolving Credit Loans to be so converted or continued, the Type of New Revolving Credit Loans to be converted or continued and, if such New Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its New Revolving Credit Loans.  If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans, the Parent Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, the Parent Borrower shall be deemed to have elected to continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period.

          2.7. Pro Rata Borrowings. Each Borrowing of New Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Revolving Credit Commitment Percentages. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

          2.8. Interest.

          (a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR, in each case, in effect from time to time.

          (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the relevant LIBOR Rate, in each case, in effect from time to time.

          (c) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (the “Default Rate”) (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2% from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment).

          (d) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan, (A) on any prepayment (on the amount prepaid but excluding in any event prepayments of ABR Loans), (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand.

          (e) All computations of interest hereunder shall be made in accordance with Section 5.5.

          (f) The Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Parent Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

          2.9. Interest Periods. At the time the Parent Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a), the Parent Borrower shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Parent Borrower be a one, two, three, six or (in the case of New Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine or twelve month period (or such other period of less than six months as to which the Administrative Agent may consent).Notwithstanding anything to the contrary contained above:

          (a) the initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

          (b) if any Interest Period relating to a Borrowing of LIBOR Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

          (c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

          (d) no Borrower shall be entitled to elect any Interest Period in respect of any LIBOR Loan if such Interest Period would extend beyond the Final Maturity Date.

          2.10. Increased Costs, Illegality, Etc.

          (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

     (i) on any date for determining the LIBOR Rate for any Interest Period that (x) Dollar deposits in the principal amounts of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Original Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or

     (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than any increase or reduction attributable to Taxes) because of (x) any change since the

Original Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or

     (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Original Closing Date that materially and adversely affects the interbank LIBOR market;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Parent Borrower on behalf of the Borrowers and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Parent Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Parent Borrower, (y) in the case of clause (ii) above, the Borrowers shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Parent Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of subclause (iii) above, the Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

          (b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Parent Borrower on behalf of the Borrowers may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Parent Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR

Loan into an ABR Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

          (c) If, after the Original Closing Date, any Change in Law relating to capital adequacy of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy occurring after the Original Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Parent Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

          (d) It is understood that this Section 2.10 shall not apply to (i) Taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes included under clause (b) of the definition of “Excluded Taxes”.

          2.11. Compensation. If (a) any payment of principal of any LIBOR Loan is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 14.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, the Borrowers shall, after the Parent Borrower’s receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan.

          2.12. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Parent Borrower use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

          2.13. Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 120 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 121st day prior to the giving of such notice to the Parent Borrower.

          2.14. Incremental Facilities.

          (a) TheAt any time following the Second Restatement Effective Date, the Parent Borrower on behalf of the Borrowers may by written notice to Administrative Agent elect to request the establishment of one or more increases in New Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of (when taken together with the aggregate amount (the “Excess Amount”) of New Loan Commitments (as defined in the CF Agreement as inafter giving effect on the Original Closing Dateto any exclusions thereto) under the CF Facility on the date such Incremental Revolving Credit Commitments become effective) $1,500,000,000 in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between $1,500,000,000 and all such Incremental Revolving Credit Commitments (when taken together with the Excess Amount on the date such Incremental Revolving Credit Commitments become effective) obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower on behalf of the Borrowers proposes that the Incremental Revolving Credit Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Parent Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of the Incremental Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Credit Commitments shall become effective, as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments, as applicable; (ii) both before and after giving effect to the making of any Incremental Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii)

the Parent Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 10.910.8 of the CF Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Revolving Credit Commitments and any Investment to be consummated in connection therewith; (iv) the Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrowers and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Sections 5.4(d) and (e); (v) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable; and (vi) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. The Parent Borrower on behalf of the Borrowers shall give the Administrative Agent prompt written notice of any increase in the aggregate amount committed in respect of the CF Facility. On any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with New Revolving Credit Commitments shall assign to each Lender with a Incremental Revolving Credit Commitment (each, a “Incremental Revolving Loan Lender”) and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders with New Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the New Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such New Revolving Credit Loans will be held by existing New Revolving Lenders and Incremental Revolving Loan Lenders ratably in accordance with their New Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the New Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a New Revolving Credit Commitment and each Loan made thereunder (a “Incremental Revolving Loan”) shall be deemed, for all purposes, a New Revolving Credit Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto.

          (c) [Reserved].

          (d) The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the New Revolving Credit Loans and the New Revolving Credit Commitments.

          (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

          2.15. Reserves. Notwithstanding anything to the contrary, the Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that the Administrative Agent shall have provided the Parent Borrower at least 3 Business Days’ prior written notice of any such establishment or

increase; and provided further that the Administrative Agent may only establish or increase a Reserve after the Original Closing Date based on an event, condition or other circumstance arising after the Original Closing Date or based on facts not known to the Administrative Agent as of the Original Closing Date. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrowers may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition, other circumstance or new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrowers.

          SECTION 3. Letters of Credit.

          3.1. Letters of Credit.

          (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time after the Amendment and Restatement Date and prior to the L/C Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the New Revolving Lenders set forth in this Section 3, to issue from time to time from the Amendment and Restatement Date through the L/C Maturity Date upon the request of the Parent Borrower, and for the direct or indirect benefit of, the Borrowers and the Restricted Subsidiaries, a letter of credit or letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion; provided that the Parent Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower.

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the Letter of Credit Commitment then in effect; (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ New Revolving Exposures at such time to exceed the lesser of the Borrowing Base and the New Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (iv) each Letter of Credit shall be denominated in Dollars; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by a Letter of Credit Issuer after it has received a written notice from any Credit Party or any Lender stating that a Default or Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such

notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1.

          (c) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders), the Parent Borrower on behalf of the Borrowers shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part, provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment.

          (d) [Reserved].

          (e) The Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if:

     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Letter of Credit Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;

     (ii) the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer applicable to letters of credit generally;

     (iii) except as otherwise agreed by the Administrative Agent and the Letter of Credit Issuer, such Letter of Credit is in an initial Stated Amount less than $100,000, in the case of a commercial Letter of Credit, or $10,000, in the case of a standby Letter of Credit;

     (iv) such Letter of Credit is to be denominated in a currency other than Dollars;

     (v) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or

     (vi) a default of any New Revolving Lender’s obligations to fund under Section 3.3 exists or any New Revolving Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Letter of Credit Issuer has entered into satisfactory

arrangements with the Parent Borrower or such New Revolving Lender to eliminate the Letter of Credit Issuer’s risk with respect to such New Revolving Lender.

          (f) The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

          (g) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

          (h) The Letter of Credit Issuer shall act on behalf of the New Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.

          3.2. Letter of Credit Requests.