SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT

Exhibit 10.19

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT AND
FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT, dated as of June 11, 2014 (this “Amendment”), is entered into by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), each other Loan Party, the lenders party hereto, and FIFTH STREET FINANCE CORP., a Delaware corporation, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and L/C arranger (in such capacity, together with its successors and permitted assigns in such capacity, the “L/C Arranger”), and is made with reference to (i) the Credit Agreement, dated as of October 31, 2013 (as amended by the Amendment to Credit Agreement, dated as of March 31, 2013 (the “First Amendment”), by and among the Borrower, the Guarantors, the lenders party thereto from time to time and the Administrative Agent and acknowledged and agreed by Holdings, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent and (ii) the Security and Pledge Agreement, dated as of October 31, 2013, by and among the Borrower and the other Obligors (as defined therein) party thereto, and the Administrative Agent for the holders of the Secured Obligations (as defined therein) (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Security Agreement”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Second Amended Credit Agreement (as defined below).

RECITALS

WHEREAS, pursuant to and in accordance with Section 11.01 of the Existing Credit Agreement, the Borrower has requested that the Existing Credit Agreement be amended so as to, among other things, permit Specified Distributions and a Qualified IPO (as defined in the Second Amended Credit Agreement), allow the Borrower to use proceeds of Delayed Draw Term Loans to repay certain Revolving Loans, expand the permitted uses of Delayed Draw Term Loans and provide for financial accommodations as more further set forth in the Second Amended Credit Agreement (as defined herein);

WHEREAS, the Borrower desires to request a Delayed Draw Term Loan in the aggregate principal amount of up to $75,000,000, up to $60,000,000 in principal amount (subject to the satisfaction of certain conditions) of which may be used to make Specified Distributions, up to $10,000,000 in principal amount of which will be used to repay certain Revolving Loans, and up to $5,000,000 in principal amount of which will be utilized solely to pay fees and expenses of the Loan Parties and Sterling in connection with (i) this Amendment and the other Loan Documents incurred on or prior to the Second Amendment Effective Date and (ii) the Qualified IPO payable or accrued on or prior to the Qualified IPO Outside Date (the “Second Amendment and Qualified IPO Expenses”); and

WHEREAS, the Lenders, the L/C Arranger and the Administrative Agent are willing to agree to the amendments to the Existing Credit Agreement provided for herein and in the Second Amended Credit Agreement, in each case on the terms set forth herein and in the Second Amended Credit Agreement and subject to the conditions set forth herein, including without limitation, the amendments as to the Security Agreement.

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

SECTION I.     AMENDMENTS TO EXISTING CREDIT AGREEMENT

1.1                               Amendment of Existing Credit Agreement.  The Borrower, the Administrative Agent and each of the Lenders agree that on the Second Amendment Effective Date the Existing Credit Agreement (and, to the extent provided in Exhibit B hereto, the exhibits and schedules thereto) shall be amended in the form attached hereto as Exhibit B (the “Second Amended Credit Agreement”) and any term or provision of the Existing Credit Agreement that is different from that set forth in the Second Amended Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Second Amended Credit Agreement.

1.2                               Provisions Regarding Loans.  Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreements, as evidenced by the Second Amended Credit Agreement.

SECTION II.     CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof only upon the satisfaction of each of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”); provided that Sections 5.2, 5.3, 5.4, 5.5 and 5.7 shall be effective immediately upon the execution and delivery hereof by the parties hereto:

2.1                               Execution.  Receipt by the Administrative Agent of executed counterparts of this Agreement.

2.2                               Copies of All Amended Documents.  To the extent not already executed and delivered, receipt by the Administrative Agent of fully executed amendments and/or amendments and restatements, in each case having been executed since the Closing Date and in form and substance satisfactory to the Administrative Agent, to the MPT Documents to the extent necessary or otherwise reasonably requested by the Administrative Agent.

2.3                               [Reserved].

2.4                               Fees and expenses.  (i) Agent shall have received all fees and expenses due and payable to Administrative Agent and Lenders under the Existing Credit Agreement (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent plus any necessary local or regulatory counsel) on or prior to the Second Amendment Effective Date hereunder and (ii) Administrative Agent and Lenders shall have received all amounts owed under the Second Amendment Fee Letter (as defined in the Second Amended Credit Agreement) and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel) to the extent invoiced prior to or on the Second Amendment Effective Date.

2.5                               Minimum EBITDA.  As of the Second Amendment Effective Date, the Designated Entities shall have consolidated EBITDA of not less than $25,800,000 for the period of 12 consecutive months ending immediately prior to the Second Amendment Effective Date.

2.6                               Control Agreements.  The Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of each duly executed DACA required to be entered into by each applicable Loan Party pursuant to, and in compliance with the requirements of, the Existing Credit Agreement and the Security Agreement.

2.7                               Solvency Certificate.  The Administrative Agent shall have received a certificate, in form

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attached hereto as Exhibit A-1 or otherwise in form and substance satisfactory to the Administrative Agent, from the chief executive officer or chief financial officer of Holdings as to the Solvency of the Loan Parties, on a consolidated basis on the Second Amendment Effective Date after giving pro forma effect to (a) the borrowing of Delayed Draw Term Loans in an aggregate principal amount equal to $75,000,000 on or within two Business Days following the Second Amendment Effective Date pursuant to Section 5.03 of the Second Amended Credit Agreement; and (b) the use by the Borrower and Holdings of (i) $10,000,000 in aggregate principal amount of the proceeds of such Delayed Draw Term Loans to repay outstanding Revolving Loans, and (ii) $5,000,000 in aggregate principal amount of the proceeds of such Delayed Draw Term Loans to pay the Second Amendment and Qualified IPO Expenses.

2.8                               MPT Opinions.  The Administrative Agent shall have received all supplemental legal opinions regarding any MPT Documents executed by any of the Loan Parties after the Closing Date and not included in legal opinions delivered to the Administrative Agent on or before the Amendment Effective Date, in each case, satisfactory to the Administrative Agent in its reasonable discretion.

2.9                               Loan Parties.  Each member of the MPT Group that was not a signatory to the Credit Agreement on the Closing Date (other than any such MPT Group member that individually and in the aggregate with (i) any other such MPT Group member or (ii) any Subsidiary that has not complied with or will not comply with the requirements to execute and deliver the documentation required under each of Section 7.12 and 7.13 of the Credit Agreement because it is an Immaterial Subsidiary, collectively constitute Immaterial Subsidiaries), to the extent not already done so, shall have executed and delivered a Joinder Agreement.

2.10                        Other Conditions Precedent.  The conditions to Credit Extensions and extensions of Delayed Draw Term Loans listed in Sections 5.02 and 5.03, respectively, of the Second Amended Credit Agreement (assuming, solely for the purposes of this Section 2.10, the effectiveness of the Second Amended Credit Agreement), shall have been satisfied.

2.11                        Representations and Warranties.  Each of the representations and warranties in Section III shall be true and correct in all respects.

SECTION III.     REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants to each of the Administrative Agent and each of the Lenders that, on and as of the Second Amendment Effective Date:

3.1                               Authorization of Agreements.  The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of this Amendment, the Second Amended Credit Agreement and the other Loan Documents to which they are a party, and the consummation of the transactions contemplated by each of the foregoing documents (a) are within the organizational power of each Loan Party and (b) have been duly authorized by all necessary actions on the part of each Loan Party.

3.2                              Non-Contravention.  The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of this Amendment, the Second Amended Credit Agreement and the other Loan Documents to which they are a party, and the consummation of the transactions contemplated by each of the foregoing documents, do not (a) violate any requirement of law applicable to such Loan Party; (b) violate any provision of, or result in the breach or the

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acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of such Loan Party material to the business, operations or properties of the Loan Parties; (c) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any material property, asset or revenue of such Loan Party (except such Liens as may be created in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents), (d) result in a revocation, termination or other material restriction on any Licenses material to the business, operations or properties of the Loan Parties, or (e) violate any provision of any existing order, writ, injunction or decree of any court or Governmental Authority to which it is subject.

3.3                               Enforceability.  This Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally or general principles of equity.

3.4                               Approvals.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person (including, without limitation, the equity holders of any Person) is required in connection with the execution and delivery of this Amendment, or the performance of this Amendment, the Second Amended Credit Agreement and the other Loan Documents executed by any Loan Party, except for any filings or recordings in connection with the Liens granted under the Loan Documents (as amended by this Amendment) and except for those which have been made or obtained and are in full force and effect.

3.5                               Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article VI of the Second Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are and will be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date.

3.6                               Absence of Default.  After giving effect to Sections 5.9(a), 5.9(b) and 5.9(c), no Default shall exist or would result from the consummation of the transaction contemplated by this Amendment or the Second Amended Credit Agreement.

SECTION IV.     REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT

Each of the Borrower and each Guarantor (for purposes of this Section IV, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of the Second Amended Credit Agreement and this Amendment, (b) consents to the amendments to the Existing Credit Agreement and the Security Agreement, as effected pursuant to this Amendment and (c) consents to each of the transactions contemplated hereby and thereby.  Each Reaffirming Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Second Amended Credit Agreement) under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document).

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Each Reaffirming Party hereby (a) grants to the Administrative Agent for the benefit of the Lenders a security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral (as defined in the Security Agreement), in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Second Amended Credit Agreement), subject to the terms contained in the applicable Loan Documents, and (b) confirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.

Each Reaffirming Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, the Second Amended Credit Agreement or any of the transactions contemplated hereby or thereby. Each Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Amendment, no Guarantor is required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement or the Security Agreement effected pursuant to this Amendment and (b) nothing in the Second Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Second Amended Credit Agreement.

SECTION V.     MISCELLANEOUS; WAIVERS; POST-CLOSING OBLIGATIONS; AMENDMENT TO SECURITY AGREEMENT

5.1                               Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)     On and after the Second Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Second Amended Credit Agreement.

(ii)     Except as specifically amended or waived by this Amendment, the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)     The execution, delivery, effectiveness and performance of this Amendment shall not (i) except as otherwise specifically provided in Section 5.9 hereof, constitute a waiver of any provision of, (ii) operate as a waiver of any right, power or remedy of the Administrative Agent or Lender under, the Existing Credit Agreement or any of the other Loan Documents, or (iii) in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

(iv)     Each of this Amendment, the Security Agreement (as amended hereby) and the Second Amended Credit Agreement shall constitute a Loan Document for all purposes under the Second Amended Credit Agreement and the other Loan Documents.

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5.2                               Headings.  The captions and section headings appearing in this Amendment are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.

5.3                               Applicable Law; Miscellaneous.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  The provisions of Section 11.14 and Section 11.15 of the Second Amended Credit Agreement are incorporated by reference herein and made a part hereof and shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

5.4                               Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.5                               Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

5.6                               Further Assurances.  Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by the Administrative Agent to effectuate the purposes of this Amendment.

5.7                               Administrative Agent.  The parties hereby acknowledge and agree that the Administrative Agent shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Administrative Agent pursuant to the Second Amended Credit Agreement.

5.8                               Authorization to Modify and Execute Loan Documents.  Each Lender hereby authorizes (i) this Amendment, the Second Amended Credit Agreement and the transactions contemplated hereby and thereby, any and all amendments, amendments and restatements, supplements and other modifications to each of the Loan Documents, the exhibits and schedules thereto and each other ancillary document (all such amendments, amendments and restatements, supplements, modifications and ancillary documents, together with this Amendment, the Second Amended Credit Agreement and the other Loan Documents, the “Transaction Documents”), in each case, to the extent necessary or appropriate, in the reasonable opinion of the Administrative Agent, to reflect and/or effect the amendments and modifications set forth herein, in the Second Amended Credit Agreement and (ii) the execution and delivery by the Administrative Agent on its behalf of each of the Transaction Documents.

5.9                               Limited Waiver by Required Lenders.

(a)                     Legal Opinions.  Subject to Section 2.8, the Required Lenders hereby waive any Default caused solely by the Loan Parties’ failure to deliver to the Administrative Agent the

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supplemental legal opinions (satisfactory to the Administrative Agent in its reasonable discretions) with respect to the MPT Documents executed by any of the Loan Parties after the Closing Date not included in legal opinions delivered to the Administrative Agent on or before the Amendment Effective Date.

(b)                     Certain Delayed Draw Term Loans.  The Required Lenders hereby waive any Default caused solely as a result of Borrower’s failure to comply with Section 7.11(c) of the Existing Credit Agreement or to satisfy the conditions precedent as set forth in Sections 5.02(c), 5.03(a), 5.03(b) and 5.03(i) of the Existing Credit Agreement in connection with the Delayed Draw Term Loans made to the Borrower on April 9, 2014, the proceeds of which were used by the Borrower to satisfy payroll obligations owed to the Borrower’s employees.

(c)                      Sale Leaseback.  The Required Lenders hereby waive any Default caused solely as a result of Borrower’s failure to comply with Section 8.14 of the Existing Credit Agreement.

(d)                     The waivers set forth in Sections 5.9(a), 5.9(b) and 5.9(c) will be limited to what is specifically and expressly provided for in such sections and shall not (i) operate as or be deemed to be an amendment, consent or waiver of any other term or condition of the Second Amended Credit Agreement or the other Loan Documents, (ii) prejudice any right or remedy which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Second Amended Credit Agreement or the other Loan Documents (after giving effect to this Amendment), or (iii) be a consent to any future amendment, consent or waiver or departure from the terms and conditions of the Second Amended Credit Agreement or the other Loan Documents.

5.10                        Equity Owners of Holdings as Limited Beneficiaries under Credit Agreement.  Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of SCP III AIV Three FCER LP, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (together as applicants under a single Equity Letter of Credit), and Covert Family Limited Partnership as applicant under an Equity Letter of Credit (solely in each of such applicant’s or applicants’, as the case may be, capacity as such) shall be a third party beneficiary only of each of Section 2.5(b)(vii) and Section 7.27 of the Second Amended Credit Agreement in the case of each such Equity Letter of Credit applicant (i) from and after the issuance of the applicable Equity Letter of Credit in accordance with the Second Amended Credit Agreement and subject to compliance with the requirement of Section 7.25(f) in the Second Amended Credit Agreement, and (ii) then solely with respect to the obligations of the Administrative Agent relevant to such applicant thereunder.

5.11                        Amendment to Security Agreement. Section 7(c) of the Security Agreement is Agreement is hereby amended by amending and restating it in its entirety to read as follows:

“Deposit Accounts.  Upon the occurrence of an Event of Default and during continuation thereof, the Administrative Agent may (i) prevent withdrawals or other dispositions of funds in Deposit Accounts or Securities Accounts maintained with the Administrative Agent or (ii) prevent withdrawal or other dispositions or otherwise exercise its rights under the applicable control agreement or at Law or in equity in respect of Deposit Accounts and Securities Accounts not maintained with the Administrative Agent; provided, however, that insofar as the foregoing applies to Government Receivables, such actions shall be required only to the extent permitted by Law and in a manner consistent with applicable Law and regulations; provided that, notwithstanding anything to the contrary herein, upon notice from a bank (as defined in Article 9 of the Uniform Commercial Code) or securities intermediary (as defined in Article 8 of the

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Uniform Commercial Code), as applicable, with respect to a control agreement in respect of a Deposit Account or Securities Account, as applicable, of such bank’s or securities intermediary’s, as applicable, intent to terminate such control agreement in respect of such Deposit Account or Securities Account, as applicable, or close such Deposit Account or Securities Account, as applicable, (1) the Administrative Agent will cause (or will direct the applicable Obligor under the instruction of the Administrative Agent to cause) such funds and other items in such Deposit Account or Securities Account, as applicable, to be promptly transferred to another Deposit Account or Securities Account, as applicable, maintained with the Administrative Agent in the name of the Obligor (or if Administrative Agent is not a bank or a securities intermediary, as applicable, transfer such funds or other items into a Deposit Account or Securities Account, as applicable, already subject to a control agreement in favor of Administrative Agent) and (2) while the transfer of such funds or other items have not completed transfer pursuant to the requirements in the foregoing clause (1), the Administrative Agent may, subject to the other terms and conditions of the Loan Agreement and other Loan Documents, prevent withdrawal or other dispositions or otherwise exercise its rights under the applicable control agreement (including, without limitation, issuing a notice of exclusive control (or however termed) in respect of such control agreement) or at Law or in equity in respect of such Deposit Account or Securities Account, as applicable.”

5.12                        Delivery of Solvency Certificate in Connection with Qualified IPO. The Administrative Agent shall have received a certificate, in the form attached hereto as Exhibit A-2 or otherwise in form and substance satisfactory to the Administrative Agent, from the chief executive officer or chief financial officer of Holdings as to the Solvency of the Borrower and the Loan Parties, on a consolidated basis on the first date any Specified Distributions are made pursuant to Section 5.03 of the Second Amended Credit Agreement (the “Specified Distributions Date”) after giving pro forma effect to the payment by the Borrower and Holdings of $60,000,000 in aggregate principal of Specified Distributions.  Notwithstanding anything to the contrary herein or in any other Loan Document, failure to comply with the requirements under this Section 5.12 shall constitute and immediate Event of Default under the Second Amended Credit Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

[Signature Page to Second Amendment to Credit Agreement]

[Signature Page to Second Amendment to Credit Agreement]

[Signature Page to Second Amendment to Credit Agreement]

[Signature Page to Second Amendment to Credit Agreement]

EXHIBIT A-1

Second Amendment Effective Date Solvency Certificate

[Separately attached]

EXHIBIT A-2

Specified Distribution Date Solvency Certificate

[Separately attached]

EXHIBIT B

Second Amended Credit Agreement

[Separately attached]

Annex A
to Second Amendment to Credit Agreement

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of October 31, 2013

as amended by Amendment to Credit Agreement, dated as of March 31, 2014
and
as further amended by that Second Amendment to Credit Agreement, dated June 11, 2014

among

FIRST CHOICE ER, LLC,
as the Borrower,

ADEPTUS HEALTH LLC,

as Holdings,

THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
as the Guarantors,

FIFTH STREET FINANCE CORP.,
as Administrative Agent and L/C Arranger,

and

THE OTHER LENDERS PARTY HERETO

TABLE OF CONTENTS

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i

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of October 31, 2013 and amended by the Amendment to Credit Agreement, dated as of March 31, 2014, and as further amended by the Second Amendment to Credit Agreement, dated as of June 11, 2014 (as so amended by each of the foregoing, this “Agreement”), among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), Adeptus Health LLC, a Delaware limited liability company (“Holdings”), the Guarantors (defined herein), the Lenders (defined herein) and FIFTH STREET FINANCE CORP. (“FSFC”), as Administrative Agent and L/C Arranger.

The Borrower has requested that the Lenders provide $250,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01                        Defined Terms.

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

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of the Equity Interests of another Person entitled to vote for members of the board of directors or equivalent governing body of such Person, in each case whether or not involving a merger or consolidation with such other Person.

“Acquisition Consideration” means, with respect to any Acquisition, the aggregate cash and non-cash consideration for such Acquisition.  The “Acquisition Consideration” for any Acquisition expressly includes Indebtedness assumed in such Acquisition and the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including earn-out payments) incurred in connection with such Acquisition.  The “Acquisition Consideration” for any Acquisition expressly excludes Equity Interests of the Borrower issued directly to the seller as consideration for such Acquisition and any proceeds of an Excluded Equity Issuance used to finance all or part of such Acquisition.

“Administrative Agent” means Fifth Street in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other form approved by the Administrative Agent.

“Affiliate” means, as with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.  For the avoidance of doubt, all Joint Ventures shall be Affiliates of each of Holdings and the other Loan Parties, and each of their respective Subsidiaries.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.  The amount of the Aggregate Revolving Commitments in effect on the Closing Date is TEN MILLION DOLLARS ($10,000,000).

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

“Amendment Agreement” means the Amendment to Credit Agreement, dated as of March 31, 2014, among the Borrower, each other Loan Party party thereto, the Administrative Agent and the Lenders and acknowledged and agreed to by Holdings.

“Amendment Effective Date” has the meaning given to that term in the Amendment Agreement.

“Applicable Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans has been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, (b) with respect to such Lender’s portion of the outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term Loan held by such Lender at such time subject to adjustment as provided in Section 2.15; and (c) with respect to such Lender’s unused Delayed Draw Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the unused Delayed Draw Term Loan Commitments represented by such Lender’s unused Delayed Draw Term Loan Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Delayed Draw Term Loans has been terminated pursuant to Section 9.02 or if the Delayed Draw Term Loan Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.

“Applicable Rate” means (a) with respect to LIBOR Rate Loans, 7.50% and (b) with respect to Base Rate Loans, 6.50%.

“Approved Fund” means 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 Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit F-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared

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as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation (other than such a transaction directly and solely related to any MPT Facility), the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, as mutually agreed by the Administrative Agent and the Borrower in their respective reasonable judgment, and (d) in respect of any Sale and Leaseback Transaction (other than such a transaction directly and solely related to any MPT Facility), the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Availability” means an amount equal to the difference of the Aggregate Revolving Commitments less the Total Revolving Outstandings.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Revolving Loans.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of one half of one percent (0.50%) per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR (but for the avoidance of doubt, not less than one percent (1.00%) per annum), plus (y) the excess of the Applicable Rate for LIBOR Rate Loans over the Applicable Rate for Base Rate Loans, in each instance, as of such day.  Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR.

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

“Beneficiary” means any member of the MPT Group, as a third party beneficiary, for whose benefit Borrower is requesting L/C Arranger to arrange for a Letter of Credit.

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

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or in the State of New York and, if such day relates to any LIBOR Rate Loan or any Base Rate Loan bearing interest at a rate based on the LIBOR Rate, means any such day that is also a London Banking Day.

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“Businesses” has the meaning specified in Section 6.09(a).

“Capital Expenditure Equity Issuance” means any Equity Issuance by (i) Holdings, the Net Cash Proceeds of which are contributed as a cash common equity contribution for use in accordance with clause (ii) of this definition, or (ii) the Borrower (so long as such Equity Issuance does not result in a Change of Control) the Net Cash Proceeds of which are used by the Borrower or any Subsidiary to directly finance 100% of capital expenditures provided that (a) at the time of such issuance (and immediately after giving effect thereto), no Event of Default has occurred and is continuing and (b) the Borrower notifies the Administrative Agent in writing prior to the receipt of such Net Cash Proceeds that such Net Cash Proceeds are designated for Consolidated Capital Expenditures.

“Cash Collateral Account” means a Deposit Account of one or more of the Loan Parties.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from ▇▇▇▇▇’▇ is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including Deposit Accounts, overnight draft, credit cards, debit cards, p cards (including, purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement with any Subsidiary provided that (a) at the time such Person enters into such Cash Management Agreement, such Person is a Lender or an Affiliate of a Lender, or (b) such Cash Management Agreement exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.

“CHAMPVA” means 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 (a) all Federal statutes

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(whether set forth in 38 U.S.C. §1713 or elsewhere) affecting such program; and (b) all rules, regulations (including 38 C.F.R. §§17.270-17.278), manuals, orders and administrative guidelines of all Governmental Authorities promulgated pursuant to or 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.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means,

(1)                                 prior to the occurrence of any Qualified IPO, an event or series of events by which:

(a)                                 Sterling and its Controlled Investment Affiliates shall cease to own and control legally and beneficially (free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the holders of Obligations), either directly or indirectly, Equity Interests of the Borrower representing more than 50% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis (taking into account all such securities that Sterling and its Controlled Investment Affiliates have the right to acquire, whether such right is exercisable immediately or only after the passage of time);

(b)                                 Sterling and its Controlled Investment Affiliates shall cease to own and control legally and beneficially (free and clear of all Liens), either directly or indirectly, Equity Interests of Holdings representing more than 50% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully diluted basis (taking into account all such securities that Sterling and its Controlled Investment Affiliates have the right to acquire, whether such right is exercisable immediately or only after the passage of time);

(c)                                  Holdings shall cease to directly own and control legally and beneficially (free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the holders of Obligations) Equity Interests of the Borrower representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis; or

(d)                                Sterling and its Controlled Investment Affiliates shall cease to have the ability to elect (either through share ownership or contractual voting or proxy rights) a majority of the board of directors or equivalent governing body of Holdings or the Borrower; and

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(2)                                 from and after the occurrence of any Qualified IPO, an event or series of events by which:

(a)                                 any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13-5(b)(1) under the Securities Exchange Act of 1934), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Sterling and its Controlled Investment Affiliates, whether in one or more transactions, including by way of merger, amalgamation, consolidation or other business combination purchase, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)                                 during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Holdings cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (i) and clause (ii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors or other equivalent governing body of Holdings); or

(c)                                  Holdings shall cease to directly own and control legally and beneficially (free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the holders of Obligations) Equity Interests of the Borrower representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis.

“Closing Date” means the date hereof.

“Closing Date Term Loan” has the meaning specified in Section 2.01(b).

“Closing Date Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01.  The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the Closing Date is SEVENTY-FIVE MILLION DOLLARS ($75,000,000).

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“CMS” means the Centers for Medicare & Medicaid Services, the federal agency responsible for administering Medicare, Medicaid, SCHIP (State Children’s Health Insurance) and other federal health-related programs.

“Collateral” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the other holders of the Obligations are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, each DACA, the Mortgages, the Perfection Certificate, each of the mortgages, collateral assignments, security agreements, pledge agreements, control agreements, or other similar agreements delivered to the Administrative Agent pursuant to Section 7.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the holders of the Obligations (or any subset thereof).

“Collection Account Agreement” has the meaning assigned to such term in the Security Agreement.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender, the Delayed Draw Term Loan Commitment of such Lender and/or the Term Loan Commitment of such Lender.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.).

“Competitor” means any Person (a “Direct Competitor”) whose principal source of revenue is the operation or ownership of a Medical Services Business and any Person who owns more than 50% of a Direct Competitor; provided that (i) each such Person is listed as a Direct Competitor on Schedule 1.01A as delivered to the Administrative Agent on the Closing Date (as updated from time to time by the Borrower to include other Persons that meet the criteria of a Competitor set forth in this definition), and (ii) any such update following the Closing Date shall not be effective until 3 days following the date on which the Administrative Agent receives such update.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Capital Expenditures” means, for any period, for the Designated Entities on a consolidated basis, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Consolidated Current Assets” means, at any date of determination, the total assets of the Designated Entities (other than cash, Cash Equivalents, debt from Affiliates and deferred tax liabilities) which may be properly classified as current assets on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” means, at any date of determination, the total liabilities of the Designated Entities (other than the current portion of any Loans and deferred tax liabilities) which may be properly classified as current liabilities on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.  Notwithstanding the foregoing, Consolidated Current Liabilities shall be calculated without giving effect to any obligations, liabilities, liability adjustments, notes or other

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Indebtedness, in each case of the Designated Entities, arising under any Tax Receivable Agreement to the extent any of the foregoing may properly be classified as current liabilities on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, for any period, for the Designated Entities (including the MPT Group) on a consolidated basis, an amount equal to the sum of:

(a)                                 Consolidated Net Income for such period plus

(b)                                 without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(i)                                     Consolidated Interest Charges for such period,

(ii)                                  the provision for federal, state, local and foreign income and franchise taxes payable for such period,

(iii)                               depreciation and amortization expense for such period,

(iv)                              expenses incurred during such period to the extent the same have been reimbursed in cash during such period by a third party (other than Holdings or any of its Subsidiaries) plus

(c)                                  the following to the extent deducted in calculating Consolidated Net Income for such period:

(i)                                     to the extent paid during such period (A) Management Fees to the extent such payments were permitted by Section 8.08(b), (B) Management Expenses in an aggregate amount not to exceed $750,000 during the term of this Agreement and (C) board fees,

(ii)                                  non-cash stock based compensation expense for such period,

(iii)                               non-cash losses for such period resulting from marking to market of Swap Contracts,

(iv)                              deferred loan costs for such period with respect to the Refinanced Credit Agreement,

(v)                                 preopening expenses incurred during such period in connection with (x) Facilities purchased or developed by any member of the MPT Group prior to the Closing Date in an aggregate amount not to exceed for each such Facility the amount set forth next to the name of such Facility on Schedule 1.01B, and (y) Facilities purchased or developed by any member of the MPT Group after the Closing Date in an aggregate amount not to exceed (1) $250,000 per Primary Facility and (2) $500,000 per hospital,

(vi)                              fees and expenses incurred with respect to regulatory or strategic activities during such period, including any redesign of the physical plant in order to comply with state regulations, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(vii)                           litigation fees and expenses (other than malpractice claims) during such period, in an aggregate amount not to exceed $313,000 during the term of this Agreement,

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(viii)                        executive recruitment and relocation fees and expenses for executives incurred during such period, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(ix)                              fees and expenses incurred during such period with respect to regulatory or strategic activities in order to do business in a new state during such period, including consultants fees, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(x)                                 fees and expenses incurred during such period (and owing to Persons that are not Holdings or any of its Subsidiaries or any of their respective Affiliates) on Facility locations that will not be developed in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(xi)                              lease expenses, writeoffs and other losses incurred during such period (and, in each case owing to Persons that are not Holdings or any of its Subsidiaries or any of their respective Affiliates) in connection with (A) the former corporate headquarters located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ in an aggregate amount not to exceed $525,000 (or $0 with respect to any period ending after December 31, 2013) during the term of this Agreement, or (B) any other closings or relocations of Facilities during such period in an aggregate amount not to exceed $400,000 per Facility and $1,000,000 for all Facilities during the term of this Agreement,

(xii)                           fees, charges and expenses incurred during such period in connection with the consummation of the Transactions on or prior to the Closing Date not to exceed $450,000 in the aggregate during the term of this Agreement,

(xiii)                        fees and expenses incurred during such period (and owing to Persons that are not Holdings or any of its Subsidiaries or any of their respective Affiliates) (A) in connection with the negotiation, execution and delivery of the MPT Documents, provided that such fees and expenses are paid within 150 days following June 7, 2013 or (B) to amend the MPT Documents in connection with the transactions contemplated by this Agreement, in the case of clause (A) and (B), taken together, in an aggregate amount not to exceed $350,000 during the term of this Agreement,

(xiv) all reasonable and documented out-of pocket fees, charges, bonus payments paid to the Persons set forth on the schedule provided to the Administrative Agent prior to the Second Amendment Effective Date and other expenses incurred during such period, in connection with (i) the Second Amendment and (ii) the consummation of any public offering of Equity Interests of Parent contemplated by the registration statement on Form S-1 filed by Parent with the SEC on May 21, 2014 (whether or not consummated) in an aggregate amount, collectively for (i) and (ii), not in excess of $6,000,000, to the extent incurred (and documented evidence of such incurrence provided to the Administrative Agent) and paid in cash on or before the date that is 30 days after the Qualified IPO Outside Date,

(xv)                          fees, charges and expenses incurred during such period, to the extent paid in cash, in connection with the consummation of any Permitted Acquisitions (whether or not consummated) in an aggregate amount for all such Acquisitions not in excess of $250,000 in any fiscal year, and

(xvi)                       costs, expenses and losses incurred during such period (which shall in no event include any period that ends after September 30, 2014) related to the termination of existing

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interest rate hedging arrangements in respect of the Refinanced Credit Agreement in an aggregate amount not to exceed $535,000, plus

(d)                                 any proceeds received by the Designated Entities (including members of the MPT Group) during such period under any business interruption policy to the extent not included in calculating Consolidated Net Income, minus

(e)                                  to the extent included in calculating such Consolidated Net Income, non-cash gains for such period resulting from marking to market of Swap Contracts.

Notwithstanding the foregoing, with respect to any test period of twelve consecutive fiscal months of Holdings (a) the aggregate amount of consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to any Facility that has been operational for less than the full twelve consecutive fiscal month period but for more than one full month during such period, and which continues to be operational as of the last day of such test period, other than any Facility that is exclusively operated as a hospital (each, a “Specified Facility”) shall be calculated by annualizing the Facility EBITDA (calculated in the same manner as Consolidated EBITDA) for the number of full months remaining in the test period (excluding the first full month) using the most recent financial statements required to be delivered by the Loan Parties to the Administrative Agent pursuant to Section 7.01 and (b) the aggregate amount of annualized consolidated EBITDA attributable to all Specified Facilities in any period of twelve consecutive fiscal months and calculated in the manner specified in foregoing clause (a) less all actual consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to all Specified Facilities for such period of twelve consecutive fiscal months shall not exceed (i) for each period of twelve consecutive fiscal months of Holdings ending March 31, 2014, June 30, 2014 and September 30, 2014, respectively, 35% of the aggregate Consolidated EBITDA for such period, (ii) for the twelve consecutive fiscal months of Holdings ending December 31, 2014, 30% of the aggregate Consolidated EBITDA for such period and (iii) for any period of twelve consecutive fiscal months ending after December 31, 2014, 25% of the aggregate Consolidated EBITDA for such period.

Notwithstanding anything contained in the foregoing to the contrary, (i) Consolidated EBITDA of the Designated Entities for the fiscal month ended March 31, 2013 shall be deemed to be $1,149,612, (ii) Consolidated EBITDA of the Designated Entities for the fiscal month ended April 30, 2013 shall be deemed to be $957,969, (iii) Consolidated EBITDA of the Designated Entities for the fiscal month ended May 31, 2013 shall be deemed to be $1,786,199, (iv) Consolidated EBITDA of the Designated Entities for the fiscal month ended June 30, 2013 shall be deemed to be $928,025, (v) Consolidated EBITDA of the Designated Entities for the fiscal month ended July 31, 2013 shall be deemed to be $559,548, (vi) Consolidated EBITDA of the Designated Entities for the fiscal month ended August 31, 2013 shall be deemed to be $1,050,840, (vii) Consolidated EBITDA of the Designated Entities for the fiscal month ended September 30, 2013 shall be deemed to be $1,111,575, (viii) Consolidated EBITDA of the Designated Entities for the fiscal month ended October 31, 2013 shall be deemed to be $832,060, (ix) Consolidated EBITDA of the Designated Entities for the fiscal month ended November 30, 2013 shall be deemed to be $1,572,729, (x) Consolidated EBITDA of the Designated Entities for the fiscal month ended December 31, 2013 shall be deemed to be $3,691,031, (xi) Consolidated EBITDA of the Designated Entities for the fiscal month ended January 31, 2014 shall be deemed to be $2,155,273, (xii) Consolidated EBITDA of the Designated Entities for the fiscal month ended February 28, 2014 shall be deemed to be $765,301, (xiii) Consolidated EBITDA of the Designated Entities for the fiscal month ended March 31, 2014 shall be deemed to be $1,754,636, and (xiv) Consolidated EBITDA of the Designated Entities for the fiscal month ended April 30, 2014 shall be deemed to be $1,318,555.

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Designated Entities on a consolidated basis.

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“Consolidated Interest Charges” means, for any period, for the Designated Entities on a consolidated basis, an amount equal to the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period; provided that (i) for the period of twelve consecutive fiscal months ending March 31, 2014, Consolidated Interest Charges shall be deemed to be the actual Consolidated Interest Charges for the three consecutive fiscal months ending March 31, 2014 multiplied by 4, (ii) for the period of twelve consecutive fiscal months ending June 30, 2014, Consolidated Interest Charges shall be deemed to be the actual Consolidated Interest Charges for the six consecutive fiscal months ending June 30, 2014 multiplied by 2, and (iii) for the period of twelve consecutive fiscal months ending September 30, 2014, Consolidated Interest Charges shall be deemed to be the actual Consolidated Interest Charges for the nine consecutive fiscal months ending September 30, 2014 multiplied by 4/3.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the twelve consecutive fiscal months most recently ended to (b) cash Consolidated Interest Charges for the period of the twelve fiscal months most recently ended.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the twelve fiscal months most recently ended.

“Consolidated Net Income” means, for any period, for the Designated Entities on a consolidated basis, net income, including (i) all extraordinary losses and (ii) extraordinary gains not to exceed $1,000,000 for all periods; provided that there shall be excluded from Consolidated Net Income for such period (to the extent otherwise included in Consolidated Net Income for such period) the income of any Joint Venture (x) with respect to any Joint Venture (other than a Majority Owned JV), except to the extent of the amount of dividends, other distributions and other amounts constituting income of such Joint Venture during such period (i) paid in cash to Holdings, the Borrower or any other Loan Party that is a wholly owned Subsidiary by such Joint Venture, and (ii) permitted to be declared and paid under the terms of the Organization Documents of such Joint Venture, applicable joint venture documentation of such Joint Venture or any agreement, instrument or judgment or order of a Governmental Authority or other Law applicable to such Joint Venture or any holder of Equity Interests in such Minority Owned JV and (y) with respect to any Majority Owned JV, except to the extent of the portion of the Consolidated Net Income for such period attributable to the economic interests held directly in any Majority Owned JV in which a Loan Party directly owns Equity Interests; provided that, with respect to any Majority Owned JV for which any of its Equity Interests are subject to a Permitted Purchase Option, the contribution to Consolidated Net Income for such period by such Majority Owned JV shall be further limited to seventy-five percent (75%) of the amount of Consolidated Net Income for such period of such Majority Owned JV otherwise included in the calculation of Consolidated Net Income for such period pursuant to the immediately preceding clause; provided further that the maximum amount of the contribution to Consolidated Net Income for such period of all Majority Owned JVs for which any of their Equity Interests are subject to a Permitted Purchase Option shall be equal to twenty-five percent (25%) of the Consolidated Net Income of Holdings and its Subsidiaries for such period (exclusive of the Consolidated Net Income contribution for such period of all the Majority Owned JVs for which any of their Equity Interests are subject to a Permitted Purchase Option).

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“Contract Provider” means any Person who provides professional health care services under or pursuant to any contract or other arrangement with any Subsidiary or any employee, agent or subcontractor of such a Person.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling”, “Controlled” and “under common Control with” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Controlled Investment Affiliate” shall mean, with respect to Sterling, any Person that is (i) organized by Sterling or an Affiliate of Sterling for the purpose of making equity or debt investments in one or more companies, (ii) controlled by, or is under common control with, Sterling and (iii) engaged in the business of making equity investments in the ordinary course of business.  For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

“Credit Extension” means each of the following:  (a) a Borrowing and (b) an issuance of a Letter of Credit arranged by the L/C Arranger.

“Cure Notice” has the meaning specified in Section 9.04.

“Cure Right” has the meaning specified in Section 9.04.

“DACA” has the meaning assigned to such term in Section 4(a)(iv) of the Security Agreement.

“Debt Issuance” means the issuance by Holdings or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than L/C Maintenance Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to L/C Maintenance Fees, a rate equal to the Applicable Rate for Revolving Loans that are LIBOR Rate Loans plus 2% per annum.

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“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Arranger in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Arranger and each Lender promptly following such determination.

“Delayed Draw Conditions” shall have the meaning set forth in Section 5.03.

“Delayed Draw Period” means the period after the Closing Date and ending on the Delayed Draw Term Loan Commitment Expiration Date which can be extended solely with the consent of each Lender providing such Delayed Draw Term Loan Commitment.

“Delayed Draw Term Loan” means a Delayed Draw Term Loan made by a Lender to the Borrower pursuant to Section 2.01(c).

“Delayed Draw Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Delayed Draw Term Loan and “Delayed Draw Term Loan Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Delayed Draw Term Loan Commitment, if any, is set forth on Schedule 2.01 or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Delayed Draw Term Loan Commitments as of the Closing Date is $165,000,000.

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“Delayed Draw Term Loan Commitment Expiration Date” means the eighteen month anniversary of the Closing Date.

“Delayed Draw Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Delayed Draw Term Loans of such Lender; provided, at any time prior to the making of the Delayed Draw Term Loans, the Delayed Draw Term Loan Exposure of any Lender shall be equal to such Lender’s Delayed Draw Term Loan Commitment.

“Deposit Account” has the meaning given to such term in Article 9 of the New York Uniform Commercial Code and includes any demand, time, savings, passbook, or similar account maintained with a bank.

“Designated Entities” means, collectively and without duplication, (i) Holdings, (ii) the Borrower, (iii) all of the Subsidiaries of the Borrower and Holdings (other than any direct wholly owned Subsidiary of Holdings that is a Foreign Subsidiary, and its Subsidiaries), and (iv) the members of the MPT Group.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by Holdings or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the disposition of inventory in the ordinary course of business; (b) the disposition (including the trade-in) of machinery and equipment or abandonment of intellectual property, in each case no longer used or useful in the conduct of business of Holdings and its Subsidiaries as determined by the Borrower in good faith; (c) the disposition of property to Holdings or any Subsidiary; provided, that, subject to Section 8.16(c), if (i) the transferor of such property is a member of the Primary Group then the transferee thereof must be a member of the Primary Group, (ii) the transferor of such property is a member of the MPT Group then the transferee thereof must be a member of the MPT Group, (iii) the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party and (iv) the transferor of such property is a wholly owned Subsidiary then the transferee thereof must be a wholly owned Subsidiary; (d) the disposition of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of Holdings and its Subsidiaries; (f) the sale or disposition of Cash Equivalents for fair market value; (g) any Recovery Event; and (h) to the extent constituting a Disposition, the bailment of assets to third party processors in the ordinary course of business to the extent title to such assets is not transferred to the applicable third party processor.  For the avoidance of doubt, the issuance by any Person of its own Equity Interests shall not be deemed to be a Disposition.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Employee Equity Repurchase” has the meaning specified in Section 8.06.

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“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means any issuance by Holdings or any Subsidiary of its Equity Interests to any Person other than an Excluded Equity Issuance.  The term “Equity Issuance” shall not be deemed to include any Disposition.

“Equity Letter of Credit Outside Termination Date” means March 31, 2015 or, as to any Equity Letter of Credit, such later date as a presentment of documents made on or prior to March 31, 2015 that complies with the terms of such Letter of Credit is honored in full by the issuer thereof.

“Equity Letters of Credit” means together (a) the irrevocable standby letter of credit issued by a bank or other financial institution satisfactory to the Administrative Agent in its sole discretion that names the Administrative Agent as the beneficiary obtained by SCP III AIV Three FCER LP as the applicant, in respect of which (i) solely SCP III AIV Three FCER LP is obligated to reimburse the issuer thereof for all amounts payable to such issuer in respect of such letter of credit and (ii) none of Holdings, any Subsidiary or any Joint Venture in respect of which Holdings or any Subsidiarity is a joint venturer is liable or provides any form of credit enhancement (whether in the form of a guarantee, the grant of a security interest or otherwise), either directly or indirectly, whether or upon the occurrence of a contingency or otherwise, (b) the irrevocable standby letter of credit issued by a bank or other financial institution satisfactory to the Administrative Agent in its sole discretion that names the Administrative Agent as the beneficiary obtained by Covert Family Limited Partnership as the applicant, in respect of which (i) solely Covert Family Limited Partnership is obligated to reimburse the issuer thereof for all amounts payable to such issuer in respect of such letter of credit and (ii) none of Holdings, any Subsidiary or any Joint Venture in respect of which Holdings or any Subsidiarity is a joint venturer is liable or provides any form of credit enhancement (whether in the form of a guarantee, the grant of a security interest or otherwise), either directly or indirectly, whether or upon the occurrence of a contingency or otherwise and (c) the irrevocable standby letter of credit issued by a bank or other financial institution satisfactory to the Administrative Agent in its sole discretion that names the Administrative Agent as the beneficiary obtained by ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the applicants, in respect of which (i) solely ▇▇▇▇▇ ▇.

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▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ are obligated to reimburse the issuer thereof for all amounts payable to such issuer in respect of such letter of credit and (ii) none of Holdings, any Subsidiary or any Joint Venture in respect of which Holdings or any Subsidiarity is a joint venturer is liable or provides any form of credit enhancement (whether in the form of a guarantee, the grant of a security interest or otherwise), either directly or indirectly, whether or upon the occurrence of a contingency or otherwise; provided that, in the case of each of the foregoing clauses (a), (b) and (c), (i) no such letter of credit shall be issued after June 30, 2014, (ii) the initial aggregate face amount of such letters of credit shall together be no less than $65,908,000 (subject to Section 7.25(f) and the last proviso to Section 5.03(c)(iii)), (iii) the other provisions of such letters of credit shall be in form and substance satisfactory to the Administrative Agent in its sole discretion and (iv) if either of the letters of credit described in clause (b) or clause (c) is not issued in accordance with the requirements of this Agreement (including this definition), one or more additional duly executed letters of credit issued solely by SCP III AIV Three FCER LP satisfying the requirements in clause (a) (and any other requirements in this Agreement as to Equity Letters of Credit) may be issued on or before June 30, 2014 in lieu thereof, provided that each such letter of credit shall be in full force and effect and satisfactory in all respects to the Administrative Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan (other than a Multiemployer Plan); (b) the withdrawal of a Loan Party or any Subsidiary from a Multiple Employer Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan (other than a Multiemployer Plan) amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan (other than a Multiemployer Plan); (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan (other than a Multiemployer Plan); (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Event of Default” has the meaning specified in Section 9.01.

“Excess Cash Flow” shall mean, as calculated on an annual basis at the end of a fiscal year, the excess (if any), of:

(a)                                 the sum for such period (without duplication) of:

(i)                                     Consolidated EBITDA for such period, and

(ii)                                  the decrease, if any, in the Net Working Capital from the beginning to the end of such period, less

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(b)                                 the sum for such period (without duplication and to the extent that the following amounts have not already been deducted in determining Consolidated EBITDA for such period) of:

(i)             Consolidated Interest Charges paid in cash,

(ii)                                  scheduled principal payments in accordance with Sections 2.07(c) and 2.07(d),

(iii)                               Taxes based on income and franchise taxes paid in cash by the Designated Entities,

(iv)                              Consolidated Capital Expenditures permitted to be made under this Agreement and paid in cash (and not financed other than with the proceeds of Loans),

(v)                                 fees, charges and expenses incurred during such period, to the extent paid in cash, in connection with the consummation of any Permitted Acquisitions (whether or not consummated) in an aggregate amount for all such Acquisitions not in excess of $250,000 in any fiscal year,

(vi)                              extraordinary and non-recurring items paid by the Designated Entities in cash during such period up to $250,000 in the aggregate in any fiscal year,

(vii)                           (A) Management Fees to the extent paid in cash in accordance with Section 8.08(b) of this Agreement, and (B) Management Expenses to the extent paid in cash, in the case of each of clauses (A) and (B) during such period,

(viii)                        all other cash, cash charges and cash items, in each case to the extent added back to Consolidated Net Income in determining Consolidated EBITDA pursuant to clause (c) of the definition of Consolidated EBITDA,

(ix)                              any proceeds received by the Designated Entities during the specified period under any business interruption policy, to the extent added in the determination of Consolidated EBITDA,

(x)                                 any Restricted Payments made by Holdings to Parent to permit Parent to make payments in accordance with any Tax Receivable Agreement to the extent such Restricted Payments are made with internally generated cash of the Loan Parties and made in accordance with Section 8.06(c) and Section 8.06(d),

(xi)                              any Restricted Payments by Holdings to unaffiliated third parties made in cash in accordance with Section 8.06 (other than Section 8.06(d)), and

(xii)                           the increase, if any, in the Net Working Capital from the beginning to the end of such period.

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For the avoidance of doubt, the calculation of Excess Cash Flow shall not include any items paid in cash during a period that are or have been added back to Consolidated Net Income or Consolidated EBITDA for the purpose of calculating Consolidated EBITDA during such period.

“Excluded Equity Issuance” means (a) any issuance of Equity Interests by Holdings pursuant to the exercise of options or warrants; (b) any issuance of Equity Interests by Holdings pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities; (c) any issuance of options or warrants by Holdings relating to its Equity Interests; (d) any issuance of Equity Interests by Holdings as consideration for a Permitted Acquisition; (e) any issuance of Equity Interests by a Subsidiary to Holdings or another Subsidiary; (f) any issuance of Equity Interests by Holdings to (i) Sterling or any Controlled Investment Affiliate of Sterling or (ii) any other Person that owns Equity Interests of Holdings on the Closing Date and to any Affiliate of any such Person; (g) any Capital Expenditures Equity Issuance; (h) any issuance of Equity Interests by Holdings the Net Cash Proceeds of which are used by any Subsidiary to directly finance Permitted Acquisitions, provided that (i) at the time of such issuance, no Event of Default has occurred and is continuing and (ii) such Permitted Acquisition is made within thirty (30) days of the receipt of such Net Cash Proceeds by the Borrower or Holdings; or (i) any issuance of common Equity Interests made in connection with the Qualified IPO and any bona fide underwritten follow-on offerings of common Equity Interests.  Notwithstanding the foregoing, a Specified Equity Contribution shall not constitute an Excluded Equity Issuance.

“Excluded Property” has the meaning specified in the Security Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

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“Exclusion Event” means an event or related events resulting in the exclusion of Holdings or any Subsidiary from participation in any Medical Reimbursement Programs.

“Existing Indebtedness” has the meaning specified in Section 5.01.

“Existing L/C Security Agreement” means the Security Agreement (Deposit Accounts-Specific), dated as of the Closing Date, between the Borrower and Bank of America, N.A.

“Existing MPT Documents” means, collectively, the MPT Master Funding Agreement, the MPT Master Lease, the MPT Security Agreement, each MPT Cost Overrun Guaranty, the MPT Master Lease Guaranty, each MPT Project Development Agreement, the MPT Environmental Indemnification Agreement and each other agreement, instrument, document and certificate relating to any of the foregoing, including all security agreements, pledges, mortgages, guarantees and other collateral documents and instruments securing or guarantying payment of any portion of the MPT Claim.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person consisting of the proceeds of any extraordinary gains, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments, any purchase price adjustments and any other cash received by or paid to or for the account of any Person not in the ordinary course of business; provided, however, that an Extraordinary Receipt shall not include (i) cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(ii), or (ii) the Net Cash Proceeds of any event specified in Section 2.05(b)(i), (ii), (iii), (iv) or (vii).

“Facilities” has the meaning specified in Section 6.09(a).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as determined by the Administrative Agent in a commercially reasonable manner.

“Fee Letter” means the letter agreement dated October 31, 2013 between the Borrower and FSFC.

“Financial Covenant Default” has the meaning specified in Section 9.04.

“First Equity LC Test Date” has the meaning specified in clause (A) of the first proviso of Section 7.27.

“Flow Through Entity” means an entity that (a) for federal income tax purposes constitutes (i) a “partnership” (within the meaning the Internal Revenue Code) other than a “publicly traded partnership”

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(as defined in Section 7704 of the Internal Revenue Code) treated as a corporation under Section 7704(a) of the Internal Revenue Code, or (ii) any other business entity that is disregarded as an entity separate from its owners for U.S. federal income tax purposes (each of the entities described in the preceding clauses (i) and (ii), a “Federal Flow Through Entity”), and (b) for state and local jurisdictions is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means 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 of its activities.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (but excluding, in all cases, trade accounts payable in the ordinary course of business):

(a)                                 the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Obligations (other than obligations under Swap Contracts)) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)                                 all purchase money indebtedness;

(c)                                  the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d)                                 all obligations in respect of the deferred purchase price of property or services (including, for the avoidance of doubt, obligations consisting of earn-out payments in connection with any Acquisition);

(e)                                  the Attributable Indebtedness of capital leases, Sale and Leaseback Transactions, Synthetic Lease Obligations and Securitization Transactions;

(f)                                   without duplication, all Guarantees with respect to outstanding Funded Indebtedness of the types specified in clauses (a) through (e) above of another Person; and

(g)                                  all Funded Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse to such Person;

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provided that in any event obligations under any Swap Contract (including the Swap Termination Value thereof) shall not be deemed to constitute Funded Indebtedness.  For purposes of clarification obligations under any operating lease do not constitute Funded Indebtedness.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Government Receivable” means any Receivable that is a Medicare Receivable, Medicaid Receivable or other government Receivable.

“Government Receivables Account” means any Deposit Account or other account into which any payment under Government Receivables is directly paid by the Governmental Authority, but, for the avoidance of doubt, shall not include any other Deposit Account or other account into which such funds are subsequently transferred.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, bureau, board, commission, department, official, tribunal, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (whether international, supranational (such as the European Union or the European Central Bank), federal, state or local).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) each Domestic Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 or otherwise, including Holdings and any Designated Entity that is not an Immaterial Subsidiary, (c) with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Secured Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before

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giving effect to Sections 4.01 and 4.08) under the Guaranty any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty, the Borrower, and (d) the successors and permitted assigns of the foregoing; provided that no MPT Operator shall be a Guarantor unless and to the extent permitted under the MPT Documents.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent, the L/C Arranger, the Lenders, the Hedge Banks, the Cash Management Banks and the other holders of the Obligations pursuant to Article IV.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract with any Subsidiary provided that (a) at the time such Person enters into such Swap Contract, such Person is a Lender or an Affiliate of a Lender, or (b) such Swap Contract exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the related regulations promulgated thereunder from time to time, including 45 CFR Parts 160, 162 and 164.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, which is part of the American Recovery and Reinvestment Act of 2009, and the related regulations promulgated from time to time thereunder.

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

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Immaterial Subsidiary” means any Subsidiary (other than the Borrower) that does not have (a) assets with a fair market value in excess of $100,000 and (b) revenues for the most recent period of the twelve fiscal months most recently ended for which Holdings or the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) in excess of $100,000; provided that if, on any date, the Immaterial Subsidiaries, taken as a whole, have (a) assets with a fair market value in excess of $500,000 and (b) revenues for the most recent period of the twelve fiscal months most recently ended for which Holdings or the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) in excess of $500,000, the Borrower shall (i) within 30 days following such date designate in writing to the Administrative Agent one or more of such Immaterial Subsidiaries as non-Immaterial Subsidiaries such that after giving effect to such designation each condition set forth in the proviso to this definition ceases to be true, and (ii) within the time periods specified therein, comply with the provisions of Sections 7.12 and 7.13 applicable to such Subsidiary.  Notwithstanding the foregoing, (i) each of the Borrower and OpFree Licensing, LP, a Texas limited partnership (and any Subsidiary to which any of the intellectual property held by OpFree Licensing, LP on the Closing Date is transferred) shall be deemed at all times not to be an Immaterial Subsidiary, (ii) for purposes of determining the non-Immaterial Subsidiaries as of the Closing Date, such determination will be made as of September 30, 2013, calculated based on financial statements meeting the requirements of the financial statements referred to in Section 7.01(c), (iii) the Borrower shall designate the non-Immaterial Subsidiaries as of September 30, 2013 in writing to the Administrative Agent not less than one (1) Business Day prior to the Closing Date, and (iv) the

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Borrower shall cause OpFree Licensing, LP, a Texas limited partnership, and such non-Immaterial Subsidiaries to be Loan Parties on and as of the Closing Date.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (but excluding, in all cases, trade accounts payable in the ordinary course of business):

(a)                                 all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)                                 all purchase money indebtedness;

(c)                                  the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d)                                 all obligations in respect of the deferred purchase price of property or services (including, for the avoidance of doubt, obligations consisting of earn-out payments in connection with any Acquisition);

(e)                                  the Attributable Indebtedness of capital leases, Synthetic Lease Obligations, Sale and Leaseback Transactions and Securitization Transactions;

(f)                                   the Swap Termination Value of any Swap Contract;

(g)                                  indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(h)                                 all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than Tax Distributions), in each case prior to the date that is 180 days following the Maturity Date in respect of any Equity Interests in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(i)                                     all Indebtedness of the types referred to in clauses (a) through (h) above and clause (j) below of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Indebtedness is expressly made non-recourse to such Person; and

(j)                                    without duplication, all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (i) above of another Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

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“Information” has the meaning specified in Section 11.07.

“Intercompany Indebtedness” means Indebtedness owing by a Loan Party to another Loan Party.

“Interest Payment Date” means the last day of each month and the Maturity Date.

“Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date three months thereafter; provided that:

(a)                                 any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)                                 any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)                                  no Interest Period shall extend beyond the Maturity Date.

“Interim Financial Statements” means the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending September 30, 2013, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person in any other Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the applicable Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank or the L/C Arranger and the Borrower (or any Subsidiary) or in favor of the Issuing Bank or the L/C Arranger and relating to such Letter of Credit.

“Issuing Bank” means ING Capital LLC, JPMorgan Chase Bank, ▇▇▇▇▇ Fargo Bank, National Association, Bank of America, N.A. and/or any other issuing bank reasonably acceptable to the Borrower and Administrative Agent.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 7.12 or any other documents as the Administrative Agent shall reasonably request for such purpose.

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“Joint Venture” means any joint venture entity, whether corporation, partnership, limited liability company trust, undertaking, association, joint venture or any other entity.

“L/C Arranger” means FSFC, its affiliates and/or its subsidiaries.

“L/C Limit” means $6,000,000; provided that the L/C Limit shall be increased automatically to $10,000,000 from and after the date on which (a) both the New MPT Documents are effective (including increasing the maximum aggregate amount funded by MPT thereunder by an additional $100,000,000) and the Borrower has cash on hand generated from operations in excess of $5,000,000 that (i) does not appear and would be required to appear as “restricted” on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP and (ii) is not subject to a Lien (other than Liens of the type described in Sections 8.01(m) and (n)) and (b) the Administrative Agent has received an officer’s certificate executed by a Responsible Officer of the Borrower certifying that the conditions set forth in foregoing clause (a) have been satisfied.

“L/C Maintenance Fee” has the meaning given to such term in Section 2.03.

“L/C Notes” means, collectively, each of the notes, in each case in form and substance satisfactory to L/C Arranger in its sole and absolute discretion, executed by Borrower to the L/C Arranger pursuant to Section 2.03.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank and reasonably satisfactory to the Borrower.

“Letter of Credit Reimbursement Payment” means any payments, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the L/C Arranger in connection with any Letter of Credit being drawn upon, including any compensation paid to a Beneficiary for any damage sustained by such Beneficiary.

“Letter of Credit Termination Date” has the meaning given to such term in Section 2.03.

“Letter of Credit Usage” means, on any date of determination, the aggregate maximum amounts available to be drawn under all outstanding Letters of Credit, without regard to whether any conditions to drawing could then be met.

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“Letter of Intent” has the meaning given to such term in the Amendment Agreement.

“Letters of Credit” means one or more irrevocable standby letters of credit in the aggregate face amounts of not more than the L/C Limit issued by an Issuing Bank for the benefit of a Beneficiary and any renewals thereof.

“LIBOR” means:

(a)                                 with respect to any LIBOR Rate Loan, the greater of (i) the rate administered by the Intercontinental Exchange Benchmark Administration Ltd. (or its successor) at which US dollar deposits are offered by leading banks in the London interbank deposit market for three month United States dollar deposits and as obtained by the Administrative Agent from a wire that is sent through Bloomberg, L.P. (or, if unavailable, another service or publication selected by the Administrative Agent), and (ii) one percent (1.00%) per annum; and

(b)                                 for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) the Intercontinental Exchange Benchmark Administration Ltd. (or its successor) (expressed as a percentage) for one-month United States dollar deposits with leading banks in the London interbank market on such date.

The establishment of LIBOR by the Administrative Agent shall be final and binding, absent manifest error.

“LIBOR Rate” means LIBOR (determined pursuant to clause (a) of the definition of LIBOR) plus the Applicable Rate.

“LIBOR Rate Loan” means a Loan that bears interest at the LIBOR Rate determined in accordance with clause (a) of the definition of LIBOR.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Liquidity” means the sum of (a) all cash and Cash Equivalents of each Loan Party on such date that (i) do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP and (ii) are not subject to a Lien (other than Liens of the type described in Sections 8.01(m) and (n)) plus (b) Availability.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan, the Closing Date Term Loan or a Delayed Draw Term Loan.

“Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents, each Collection Account Agreement, the MPT Intercreditor Agreement, the MPT Subordination Agreement, the Management Fee Subordination Agreement, the Subordinated Intercompany Note, the Fee Letter, the Amendment Agreement, the Second Amendment Fee Letter and the Second Amendment Agreement.

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“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, the Closing Date Term Loan or Delayed Draw Term Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, Holdings, the Borrower, each member of the MPT Group (including each MPT Operator) and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“Majority Owned JV” means a Joint Venture (i) which is primarily in the business of the operation or the ownership of Medical Services Businesses, (ii) whose Equity Interests are owned directly by (x) one or more Loan Parties and such Loan Party or Loan Parties directly own and control at least fifty-one percent (51%) of the aggregate economic and voting power of the Equity Interests issued thereby and (y) another Person, which Person is primarily in the medical services business and has none of its economic or voting interest owned or controlled, directly or indirectly, at any time by Sterling or any of its Affiliates, or any Affiliate of any Loan Party that is not a Loan Party, (iii) whose businesses and operations (including decisions as to the declaration and making of dividends, distributions and other amounts constituting income, in each case of such Joint Venture) are at all times solely managed and controlled by a Loan Party under the terms of the Organizational Documents of such Joint Venture, (iv) which is organized under the laws of any State in the United States of America or the District of Columbia, (v) all of the Equity Interest of which that are owned by a Loan Party are pledged by such Loan Party to the Administrative Agent pursuant to the Loan Documents, (vi) whose Organization Documents or a consent executed by all the holders of the Equity Interests of such Joint Venture, (A) permit the Lenders (or any agent, trustee or other representative on behalf thereof) to foreclose or otherwise exercise any remedies in respect of on the Equity Interests thereof pursuant to the Loan Documents and otherwise take any action with respect therewith permitted under the same and the transfer or voting of any Equity Interests pursuant to the foregoing, without the consent of any other Person pursuant thereto or otherwise, and without giving any other members of such Joint Venture any contractual or economic benefit as a result thereof (other than any Permitted Purchase Option), (B) permit the occurrence of a change of control of any Loan Party who directly or indirectly holds Equity Interests in such Joint Venture without consent of the other member of such Joint Venture and without restriction or conditions of any kind, and (C) do not contain provisions that restrict dividends or distributions to the holders of the Equity Interests issued by such Joint Venture other than any restrictions that require dividends or distributions to be paid pro rata.  In respect of a Joint Venture, to be a Majority Owned JV, such Joint Venture’s Organization Documents shall contain the foregoing provisions at the time of formation thereof and all times thereafter.

“Management Agreement” means the Advisory Services Agreement dated as of September 30, 2011 among the Borrower and SFM.

“Management Expenses” means amounts paid by the Borrower to SFM to reimburse SFM for out-of-pocket costs and expenses pursuant to and in compliance with Section 3 of the Management Agreement.

“Management Fee” means the “Management Fee” payable pursuant to and in compliance with Section 5 of the Management Agreement.

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“Management Fee Subordination Agreement” means the Management Fee Subordination Agreement dated as of the Closing Date among each party to the Management Agreement and the Administrative Agent.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document to which it is a party; (c) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means any agreement or contract to which Holdings or any of its Subsidiaries is a party or by which Holdings or its Subsidiaries or any of their respective properties are bound or affected, the termination, revocation, expiration or material breach of which (without contemporaneous replacement) would reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness arising under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Maturity Date” means October 31, 2018; provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Medicaid” means that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier, under which the health care provider or supplier is permitted to provide services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“Medicaid Receivable” means any Receivable with respect to which the obligor is a state acting through a state’s Medicaid agency that arises out of charges reimbursable to any Subsidiary under Medicaid.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) regulating the medical assistance program established by Title XIX of the Social Security Act; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to the statutes described in clause (a) above; (c) all state statutes for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to the statutes described in clause (c) above and all state

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administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to the statutes described in clause (b) above.

“Medical Management Fees” means fees paid by the Borrower to Conjugate Health Professional Association for providing medical services at the Facilities.

“Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid and TRICARE and CHAMPVA programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government.

“Medical Services Business” means emergency services facilities, urgent care facilities or hospitals.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“Medicare Provider Agreement” means an agreement entered into between CMS (or other such entity administering the Medicare program on behalf of the CMS) and a health care provider or supplier, under which such health care provider or supplier is permitted to provide services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Receivable” means any Receivable with respect to which the obligor is the United States that arises out of charges reimbursable to the Borrower or any Subsidiary under Medicare.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) regulating the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any successor statutes thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the United States Department of Health and Human Services, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to any of the foregoing having the force of law.

“Minority Owned JV” means a Joint Venture (i) which is primarily in the business of the operation or the ownership of Medical Services Businesses, (ii) whose Equity Interests are owned directly by (x) one or more Loan Parties and (y) another Person, which Person is primarily in the medical services business and has none of its economic or voting interest owned or controlled, directly or indirectly, at any time by Sterling or any of its Affiliates, or any Affiliate of any Loan Party that is not a Loan Party, and (iii) which is organized under the laws of any State in the United States of America or the District of Columbia.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Mortgaged Property” means any real property that is owned by a Loan Party and is subject to a Mortgage.

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in the fee interests of any Loan Party in any real property.

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“MPT” means (a) MPT Operating Partnership, L.P., (b) each of its Affiliates that is party to an MPT Document and (c) each of their respective successors.

“MPT Claim” means the “MPT Claim” as defined in the MPT Intercreditor Agreement.

“MPT Cost Overrun Guaranty” means, with respect to each MPT Facility, the Cost Overrun Guaranty in the form of Exhibit A to the MPT Master Funding Agreement given by the Borrower in favor of MPT.

“MPT Documents” means, collectively, the Existing MPT Documents and the New MPT Documents.

“MPT Environmental Indemnification Agreement” means the Environmental Indemnification Agreement dated as of June 7, 2013 by the Borrower, the MPT Operators party thereto and MPT.

“MPT Facility” means each free-standing emergency medical facility that is constructed or developed after June 7, 2013 in conjunction with the MPT Documents (including any capital addition to or expansion of any such facility).

“MPT Group” means all Subsidiaries that either (a) are MPT Operators or (b) own (directly or indirectly through Subsidiaries) Equity Interests in one or more MPT Operators.

“MPT Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement dated as of the Amendment Effective Date between MPT and the Administrative Agent.

“MPT Letter of Credit” means a Letter of Credit that satisfies the requirements of an MPT Project Development Agreement or the MPT Master Lease.

“MPT Master Funding Agreement” means the Master Funding and Development Agreement dated as of June 7, 2013 between MPT and the Borrower.

“MPT Master Lease” means the Master Lease Agreement dated as of June 7, 2013 among the affiliates of MPT identified therein and the MPT Operators party thereto.

“MPT Master Lease Guaranty” means the Guarantor Agreement dated as June 7, 2013 given by the Borrower for the benefit of MPT.

“MPT Maximum Funding Amount” has the meaning specified in Section 8.16(a).

“MPT Operator” means, as of any date, each Subsidiary that, as of such date, manages and operates an MPT Facility and that has joined and remains joined to the MPT Master Lease (or any master lease constituting a New MPT Document), in each case as a lessee thereunder.

“MPT Project Development Agreement” means, with respect to each MPT Facility, the Project Funding and Development Agreement executed by the Borrower, the applicable MPT Operator, the applicable third party developer and MPT in accordance with the MPT Documents.

“MPT Security Agreement” means the Security Agreement dated as of June 7, 2013 among MPT and the MPT Operators party thereto.

“MPT Senior Collateral” means “MPT Senior Collateral” as defined in the MPT Intercreditor Agreement.

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“MPT Subordination Agreement” means the Amended and Restated Subordination Agreement dated as of the Amendment Effective Date by and among the Borrower, MPT and the Administrative Agent.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any Subsidiary makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including at least one Loan Party) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by Holdings or any Subsidiary in respect of any Disposition, Recovery Event, Debt Issuance, Equity Issuance or Extraordinary Event net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by Holdings or any Subsidiary in any Disposition, Recovery Event, Debt Issuance, Equity Issuance or Extraordinary Event.

“Net Working Capital” means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“New MPT Documents” means the agreements, instruments, documents and certificates, related to transactions entered into after the Closing Date relating to increasing the maximum aggregate amount funded by MPT thereunder by an additional $150,000,000 in the aggregate (thereby bringing the total amount permitted to be funded under the MPT Documents to $255,000,000); provided that the dollar amounts set forth in the foregoing provision of this sentence shall each be decreased by $50,000,000 if (i) any of the conditions precedent set forth in Sections 2.3, 2.7 and 2.8 of the Amendment Agreement are each not satisfied, and (ii) definitive documentation reflecting the terms of the Letter of Intent (whether or not such terms are binding under the terms of the Letter of Intent) and otherwise consistent with the Letter of Intent is not executed and delivered, and a certified copies thereof delivered to the Administrative Agent; provided further that (i) the New MPT Documents, taken as a whole, are no less favorable to Holdings, any of its Subsidiaries, the Administrative Agent or any Lender than the Existing MPT Documents, taken as a whole, (ii) with respect to any New MPT Document for which there is a corresponding Existing MPT Document, such New MPT Document, taken as a whole, shall not be less favorable to Holdings, any of its Subsidiaries, the Administrative Agent or any Lender than the corresponding Existing MPT Document, taken as a whole, (iii) the New MPT Documents and the obligations under or in respect of the New MPT Documents shall be subject to the MPT Subordination Agreement and the MPT Intercreditor Agreement to at least the same extent as the Existing MPT Documents and the obligations under or in respect of the Existing MPT Documents, (iv) all of the proceeds of any new borrowing made under the New MPT Documents shall be used for the sole purpose of developing MPT Facilities, and (v) no Person that is not an obligor under the indebtedness evidenced or governed by the Existing MPT Documents shall be an obligor under the indebtedness evidenced or governed by the New MPT Documents.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

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“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” has the meaning specified in Section 2.11(a).

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding;  provided, that “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“Obligor” has the meaning assigned to such term in the Security Agreement.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, Joint Venture, trust or other form of business entity, the partnership, Joint Venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Parent” means Adeptus Health Inc., a Delaware corporation.

“Participant” has the meaning specified in Section 11.06(d).

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“Participant Register” has the meaning specified in Section 11.06(d).

“Patient” means, on any date, any natural person for whom any health care items or services have been provided or performed prior to such date by the Borrower or any Subsidiary (other than any such person with respect to whom the applicable obligor on the Receivable originated in connection therewith would not reasonably be expected to approve payment thereunder).

“Payment in Full” means the occurrence of (a) termination of the Aggregate Revolving Commitments and (b) payment in full in cash of all Obligations (other than (i) contingent indemnification obligations and (ii) obligations and liabilities then due and payable under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which (i) a back to back letter of credit has been provided on terms and conditions and by such Persons satisfactory to the Administrative Agent and the L/C Arranger or (ii) such other arrangements satisfactory to the Administrative Agent and the L/C Arranger shall have been made).

“Payor” means any third party liable for payment for health care items or services provided or performed by the Borrower or any Subsidiary, including all private insurance companies, Blue Cross/ Blue Shield, Medicare, Medicaid, health maintenance organizations, preferred provider organizations, managed care systems, and alternative delivery systems.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Perfection Certificate” means a certificate in the form of Exhibit H or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Permitted Acquisition” means an Acquisition by (i) any Loan Party (other than Holdings) of all or substantially all of the assets, or of any business or division, of a target (the “Target”), which assets, business or division are located in the United States of America or (ii) any Loan Party (other than Holdings) of 100% of the Equity Interests of a Target organized under the laws of any State in the United States of America or the District of Columbia, in each instance, to the extent that each of the following conditions shall have been satisfied:

(a)                                 no Event of Default shall have occurred and be continuing or would result from such Acquisition;

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(b)                                 the property acquired (or the property of the Person acquired) in such Acquisition is a Medical Services Business;

(c)                                  if such transaction involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction;

(d)                                 with respect to any Acquisition in respect of which the aggregate Acquisition Consideration exceeds $1,000,000, Borrower shall have furnished to Administrative Agent and Lenders at least five (5) Business Days prior to the consummation of such Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of Administrative Agent, such other information and documents that Administrative Agent may reasonably request, including, without limitation and to the extent available, drafts of the respective material agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, and executed counterparts thereof prior to closing and (ii) summary historical annual audited and quarterly unaudited financial statements of the target for the previous twelve (12) month period for which financial statements are available, and a forecasted balance sheet, income statement, and cash flows of the target for the forthcoming twelve (12) month period;

(e)                                  in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition;

(f)                                   the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower and its Subsidiaries would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) after giving effect to such Acquisition on a Pro Forma Basis;

(g)                                  the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) at and as if made as of the date of such Acquisition (after giving effect thereto);

(h)                                 the Target shall have EBITDA (calculated in the same manner as Consolidated EBITDA, subject to pro forma adjustments acceptable to Administrative Agent) for the most recent twelve months to the Target ending immediately prior to the acquisition date for which financial statements are available, greater than zero;

(i)                                     Holdings and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Sections 7.12 and 7.13 and Administrative Agent shall have received, for the benefit of the holders of the Obligations, a

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collateral assignment of the seller’s representations, warranties and indemnities to Holdings or any of its Subsidiaries under any of the acquisition documents;

(j)                                    immediately after giving effect to such Acquisition, there shall be at least $5,000,000 of Availability;

(k)                                 the Acquisition Consideration for any Acquisition shall not exceed $5,000,000 (or, with respect to the acquisition of an urgent care business or division or the Equity Interests thereof, $500,000) and the Acquisition Consideration for all Acquisitions occurring during any fiscal year of Holdings shall not exceed $10,000,000 (or, with respect to acquisitions of urgent care businesses or divisions or the Equity Interests thereof, $1,000,000); and

(l)                                     any portion of the Acquisition Consideration constituting earn-out payments shall be recognized as Indebtedness in accordance with GAAP.

Notwithstanding the foregoing, no Joint Venture shall be a Permitted Acquisition.

“Permitted Joint Venture” means any Minority Owned JV or Majority Owned JV.

“Permitted Liens” means, at any time, Liens in respect of property of Holdings or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01.

“Permitted Purchase Option” has the meaning specified in Section 8.01(t).

“Person” means any natural person, corporation, limited liability company, trust, Joint Venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any Subsidiary or any such Plan to which any Loan Party or any Subsidiary is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Premium”  shall mean, with respect to any voluntary prepayment, or any mandatory prepayment under Section 2.05(b)(iii) or any other mandatory prepayment if the events giving rise to such mandatory prepayment constitute or result in an Event of Default, whether before or after an Event of Default (except as expressly provided herein) or upon acceleration of the Obligations, a prepayment premium equal to: (a) two percent (2.0%) of the amount prepaid if such prepayment occurs after the Closing Date and on or prior to the first anniversary of the Closing Date, (b) one percent (1.0%) of the amount prepaid if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, and (c) zero percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the Closing Date; provided, that notwithstanding the foregoing, if any such prepayment occurs in connection with a Change of Control, the applicable Prepayment Premium shall only be: (a) one percent (1.0%) of the amount prepaid if such prepayment occurs after the Closing Date and on or prior to the second anniversary of the Closing Date, and (b) zero percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the Closing Date; provided further, that solely with respect to each Delayed Draw Term Loan, whether before or after an Event of Default (except as expressly provided herein) or upon acceleration of the Obligations, the applicable Prepayment Premium shall be equal to: (a) two percent (2.0%) of the amount prepaid if such prepayment occurs after the date such Delayed Draw Term Loan is made and on or prior to the first anniversary of the date such Delayed Draw Term Loan is made, (b) one percent (1.0%) of the amount

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prepaid if such prepayment occurs after the first anniversary of the date such Delayed Draw Term Loan is made and on or prior to the second anniversary of the date such Delayed Draw Term Loan is made, and (c) zero percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the date such Delayed Draw Term Loan is made.

“Primary Facility” means, collectively, (a) those free-standing emergency medical facilities operated by any member of the Primary Group on or prior to the Closing Date and (b) any new free-standing emergency medical facilities or other Medical Services Business purchased or developed by any member of the Primary Group after the Closing Date; provided that such new facilities are not constructed or developed in conjunction with the MPT Master Funding Agreement and/or the New MPT Documents, as applicable.

“Primary Group” means Holdings and its Subsidiaries other than any Subsidiary that is a member of the MPT Group.

“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 8.11, such transaction shall be deemed to have occurred as of the first day of the most recent twelve fiscal month period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (c).  In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for Holdings and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by Holdings or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) after giving effect to the applicable transaction on a Pro Forma Basis.

“Public Lender” has the meaning specified in Section 7.02.

“Qualified ECP Guarantor” means at any time each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“Qualified IPO” means any bona fide underwritten initial public offering (other than an offering pursuant to a registration statement on Form S-8 or offerings otherwise in respect of any Employee Equity Repurchase or other employee stock purchase program) of common Equity Interests of Holdings or any direct or indirect parent thereof pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933 that in each case raises gross proceeds (net of customary underwriting fees and discounts) of not less than $80,000,000.

“Qualified IPO Outside Date” means December 31, 2014.

“Real Property Security Documents” means with respect to the fee interest of any Loan Party in any real property:

(a)                                 a fully executed and notarized Mortgage encumbering the fee interest of such Loan Party in such real property;

(b)                                 if requested by the Administrative Agent in its sole discretion, maps or plats of an as-built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner satisfactory to each of the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed;

(c)                                  if requested by the Administrative Agent in its sole discretion, ALTA mortgagee title insurance policies issued by a title insurance company acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent and shall include such endorsements as are requested by the Administrative Agent;

(d)                                 evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of Holdings and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders;

(e)                                  if requested by the Administrative Agent in its sole discretion, an environmental assessment report, as to such real property, in form and substance and from professional firms acceptable to the Administrative Agent;

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(f)                                   if requested by the Administrative Agent in its sole discretion, evidence reasonably satisfactory to the Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and

(g)                                  if requested by the Administrative Agent in its sole discretion, an opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent.

“Receivables” means all Patient accounts existing or hereafter created, any and all rights to receive payments due on such accounts from any Patient or Payor under or in respect of such account (including all insurance companies, Blue Cross/Blue Shield, Medicare, Medicaid and health maintenance organizations and any other Medical Reimbursement Programs), to the extent not evidenced by an instrument or chattel paper, and all proceeds of, or in any way derived from, any of the foregoing, whether directly or indirectly (including all interest, finance charges and other amounts payable by the obligor in respect thereof).

“Recipient” means the Administrative Agent, any Lender, the L/C Arranger or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Recovery Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of Holdings or any Subsidiary.

“Refinanced Credit Agreement” means the credit agreement among the Borrower, Bank of America, N.A. as Administrative Agent and the other parties thereto, dated as of April 17 2012 and amended by the first amendment dated January 4, 2013 and the second amendment dated June 7, 2013.

“Register” has the meaning specified in Section 11.06(c).

“Reimbursement Obligations” means Borrower’s obligation to reimburse the L/C Arranger for any Letter of Credit Reimbursement Payments.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Quarter” has the meaning specified in Section 9.04.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Financial Information” means each of (a) an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of December 31, 2014, and the related unaudited consolidated and consolidating financial statements of income and operations, change in equityholders’

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equity and cash flow for the period of 12 consecutive months ending on December 31, 2014 (or such other or more limited financial statements as of and for the 12 consecutive month period ending on December 31, 2014, in each case as the Administrative Agent shall agree to in its reasonable discretion) and (b) a certificate of a Responsible Officer of the Borrower accompanied by supporting calculations in reasonable detail, in each case in form and substance reasonably satisfactory to the Administrative Agent demonstrating to the Administrative Agent’s satisfaction the Consolidated Leverage Ratio as of December 31, 2014.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Revolving Lenders” means, at any time, Lenders having Revolving Credit Exposures representing more than 50% of the Revolving Credit Exposures of all Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restructuring Outside Date” means the date that is 60 days following the Second Amendment Effective Date (as such date may be extended by the Administrative Agent in its sole discretion).

“Restructuring Transaction” means shall mean the transfer in a manner that will have no material adverse tax consequences to Holdings or any of its Subsidiaries of 100% of the Equity Interests of each of Arizona General Hospital LLC, Arizona General ER LLC, Ohio General Hospital LLC and Ohio General ER LLC (each of which is a Texas limited liability company; collectively, the “Transferred Entities”), in each case by the Loan Party that directly owns such Equity Interests to Holdings, and through which each of the Transferred Entities shall become a direct and wholly owned Subsidiary of Holdings.

“Retained Rights” means, with respect to any Government Receivable, the rights of the Borrower or any Subsidiary granted by applicable law and regulations over such Government Receivable, including, without limitation, and as applicable, the collection thereof and discretion over the transfer thereof to any party (including the Administrative Agent) and to enforce the claim giving rise to such Government Receivable against such Governmental Authority, in the absence of a court order in the manner expressly contemplated by applicable state and federal law.

“Revolving Commitment” means, as to each Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not

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to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment Agreement” means the Second Amendment to Credit Agreement, dated as of June 11, 2014, among the Borrower, Holdings, each other Loan Party party thereto, the Administrative Agent and the Lenders.

“Second Amendment and Qualified IPO Expenses” has the meaning specified in Section 5.03(a).

“Second Amendment Effective Date” has the meaning given to that term in the Second Amendment Agreement.

“Second Amendment Fee Letter” means the letter agreement dated June 11, 2014 between the Borrower and FSFC.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Subsidiary and any Cash Management Bank.

“Secured Hedge Agreement” means any Swap Contract permitted under Section 8.03 that is entered into by and between any Subsidiary and any Hedge Bank.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“Security Agreement” means the security and pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties.

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“SFM” means Sterling Fund Management, LLC, a Delaware limited liability.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, and (e) such Person does not intend, in any transaction, to hinder, delay or defraud either present or future creditors or any other person to which such Person is or will become, through such transaction, indebted.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Distributions” has the meaning specified in Section 8.06(f).

“Specified Equity Contribution” has the meaning specified in Section 9.04.

“Specified Loan Party” has the meaning specified in Section 4.08.

“Sterling” means Sterling Capital Partners III, LP.

“Sterling Equity Reserve” has the meaning specified in Section 5.01.

“Subordinated Intercompany Note” means the Amended and Restated Subordinated Intercompany Promissory Note in the form of Exhibit J hereto.

“Subsidiary” of a Person means a corporation, partnership, Joint Venture, limited liability company or other business entity of which a majority of the shares of Equity Interests having ordinary voting power for the election of directors or equivalent governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.  Notwithstanding anything to the contrary herein, (x) all Majority Owned JVs are Subsidiaries and (y) in no event shall a Minority Owned JV be a Subsidiary.

“Swap Contract” means (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 any 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, which 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

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agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a (47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax Distributions” means, for so long as Holdings is a Flow Through Entity, distributions by Holdings to owners of Equity Interests of Holdings pursuant to Section 4.2 of Holdings’ Limited Liability Company Agreement as in effect on the Amendment Effective Date.

“Tax Receivable Agreement” means each Tax Receivable Agreement between Parent and certain holders of Equity Interests of Parent, in each case, in the form attached as Exhibit L hereto.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means, collectively, the Closing Date Loan and the Delayed Draw Term Loans.

“Term Loan Commitment” means, as to each Lender, its Closing Date Term Loan Commitment and its Delayed Draw Term Loan Commitment.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the portion of the Term Loan made by such Lender; provided, at any time prior to the making of the Term Loan, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Threshold Amount” means, as of any date of determination, the greater of (a) $1,000,000 and (b) 5% of Consolidated EBITDA as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c).

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments, Revolving Credit Exposure, Term Loan Exposure and Delayed Draw Term Loan Exposure of such Lender at such time.

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“Total Revolving Outstandings” means the sum of (i) the aggregate Outstanding Amount of all Revolving Loans and (ii) all Letter of Credit Usage.

“Transactions” means the disbursement of the Closing Date Tern Loans pursuant hereto on the Closing Date and the repayment of certain existing Indebtedness of the Borrower.

“Transferred Entities” has the meaning specified in the definition of “Restructuring Transaction”.

“TRICARE” means the TRICARE Management Activity health care program of the United States Department of Defense Military Health System, as set forth in 10 U.S.C. Section 1071 et seq.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a LIBOR Rate Loan.

“United States” and “U.S.” mean the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Wholly Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by Holdings directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by Holdings.

1.02        Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.

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(b)           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.”

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

1.03        Accounting Terms; Calculation of Financial Covenants on a Pro Forma Basis.

(a)           Generally.  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 applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Holdings and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b)           Changes in GAAP.  If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in effect on the date of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)           Consolidation of Variable Interest Entities.  All references herein to consolidated financial statements of Holdings and its Subsidiaries or the Primary Group, as applicable, or to the determination of any amount for Holdings and its Subsidiaries or the Primary Group, as applicable, on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d)           Calculation of Financial Covenants on a Pro Forma Basis.  Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 shall be made on a Pro Forma Basis with respect to any Acquisition, Disposition or Recovery Event occurring during the applicable period.

1.04        Rounding.

Any financial ratios required to be maintained by the Loan Parties pursuant to 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).

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1.05        Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).

1.06        Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit 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.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01        Revolving Loans and Term Loan.

(a)           Revolving Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein, provided, however, any Borrowing made on the Closing Date may consist of LIBOR Rate Loans only if (A) such Borrowing complies with the requirements of Section 2.02(a) and (B) the Borrower delivers to the Administrative Agent a letter agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Borrower, that provides an indemnity for such Borrowing on substantially the same terms as Section 3.04.

(b)           Closing Date Term Loan.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Closing Date Term Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Lender’s Closing Date Term Loan Commitment.  Amounts repaid on the Closing Date Term Loan may not be reborrowed.  The Closing Date Term Loan may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein, provided, however, the Borrowing made on the Closing Date may consist of LIBOR Rate Loans only if (A) such Borrowing complies with the requirements of Section 2.02(a) and (B) the Borrower delivers to the Administrative Agent a letter agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Borrower, that provides an indemnity for such Borrowing on substantially the same terms as Section 3.04.

(c)           Delayed Draw Term Loan.  Subject to the terms and conditions hereof and the satisfaction of the Delayed Draw Conditions, each Lender severally agrees to make, during the Delayed Draw Period, one or more Delayed Draw Term Loans to the Borrower in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Any amount borrowed under this Section

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2.01(c) and subsequently repaid or prepaid may not be reborrowed and such amount borrowed from each Lender with a Delayed Draw Term Loan Commitment shall reduce such Lender’s Delayed Draw Term Loan Commitment in an equivalent amount.  The Delayed Draw Term Loans may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein.  Each Lender’s Delayed Draw Term Loan Commitment shall expire on the Delayed Draw Term Loan Commitment Expiration Date.

2.02        Borrowings, Conversions and Continuations of Loans.

(a)           Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given initially by telephone.  Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (noon) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans.

(b)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of FSFC with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c)           During the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding LIBOR Rate Loans be converted immediately to Base Rate Loans.

(d)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the

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Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(e)           After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

2.03        Letters of Credit.

(a)           Generally.  The L/C Arranger may, from time to time and in each instance in L/C Arranger’s sole and absolute discretion, arrange for the issuance or renewal of Letters of Credit by an Issuing Bank. Borrower’s obligations with respect to Reimbursement Obligations and L/C Maintenance Fees shall be evidenced by one or more L/C Notes. The Letters of Credit will secure certain obligations of Borrower to the applicable Beneficiary. Borrower shall honor its obligation to pay any and all amounts that are secured by the Letters of Credit in the ordinary course of Borrower’s business such that no amounts under the Letters of Credit are drawn. If L/C Arranger makes any Letter of Credit Reimbursement Payment, Borrower shall reimburse L/C Arranger in respect of such Letter of Credit Reimbursement Payment by paying to L/C Arranger an amount equal to such Letter of Credit Reimbursement Payment not later than 11:00 a.m., New York time, on (i) the Business Day that Borrower receives notice of such Letter of Credit Reimbursement Payment, if such notice is received prior to 10:00 a.m., New York time, or (ii) the Business Day immediately following the day that Borrower receives such notice, if such notice is not received prior to such time.  If Borrower fails to make such payment when due, the full amount of such unpaid Letter of Credit Reimbursement Payment shall accrue interest at the interest rate (including the Default Rate, if applicable) for Revolving Loans.  Borrower’s obligation to reimburse L/C Arranger for any Letter of Credit Reimbursement Payment shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, or (ii) any other event or circumstance whatsoever that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of Borrower’s obligations hereunder or under any agreement or obligation to the Beneficiary.  L/C Arranger shall have no liability or responsibility to Borrower by reason of or in connection with the Letters of Credit or L/C Arranger’s failure to make any payment thereunder or perform any of its obligations thereunder.

(b)           L/C Maintenance Fee. Borrower agrees to pay L/C Arranger a fee (the “L/C Maintenance Fee”) (which fee shall be retained by L/C Arranger and not shared with Administrative Agent or any Lender) equal to the Applicable Rate for Revolving Loan that are LIBOR Rate Loans per annum of the Letter of Credit Usage, plus any and all fees and charges required to be paid by L/C Arranger to the applicable Issuing Bank in connection with the Letters of Credit.  The L/C Maintenance Fee shall be payable in arrears in cash commencing on October 31, 2013 and continuing on each Interest Payment Date thereafter until such time as all Letters of Credit are permanently terminated as determined by L/C Arranger in its reasonable discretion (such date being referred to herein as the “Letter of Credit Termination Date”).

(c)           Obligation to Provide Cash Collateral upon Certain Events.  Upon the sooner to occur of (i) the Maturity Date and (ii) the occurrence of any Event of Default, in each case upon the written request of L/C Arranger, Borrower shall immediately deposit cash into a segregated non-interest bearing Cash Collateral Account or Cash Collateral Accounts maintained with a depository institution acceptable to L/C Arranger in its reasonable discretion, under the dominion and control of the Administrative Agent, for the benefit of L/C Arranger, in an amount equal to one hundred five percent (105%) of the Letter of Credit Usage.  Such deposit shall be held as collateral for any obligations of Borrower under this Section

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2.03.  Borrower hereby grants a security interest to the Administrative Agent for the benefit of L/C Arranger in such Cash Collateral Account and in any cash or financial assets (as defined in the Code) or other property held therein.  The cash collateral maintained in such segregated collateral account, less any amounts previously paid to L/C Arranger from such account or then owing to L/C Arranger under this Section 2.03, shall be promptly remitted to Borrower on the Letter of Credit Termination Date.

2.04        [Reserved].

2.05        Prepayments.

(a)           Voluntary Prepayments of Loans.

(i)            Revolving Loans.  The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m.  (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.