RESTATEMENT AGREEMENT, dated as of May 4, 2011 (this “Restatement Agreement”), to the Credit Agreement, dated as of November 17, 2006 (as amended and in effect immediately prior to the Restatement Effective Date, the “Original Credit Agreement”) by...

Exhibit 10.1

          RESTATEMENT AGREEMENT, dated as of May 4, 2011 (this “Restatement Agreement”), to the Credit Agreement, dated as of November 17, 2006 (as amended and in effect immediately prior to the Restatement Effective Date, the “Original Credit Agreement”) by and among HCA Inc., a Delaware corporation (“HCA” or the “Parent Borrower”), HCA UK CAPITAL LIMITED, a limited liability company (company no. 04779021) formed under the laws of England and Wales (the “European Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”).

          WHEREAS, the Borrowers have requested, and the Lenders party hereto, which constitute the Required Lenders, have agreed, upon the terms and subject to the conditions set forth herein, that the Original Credit Agreement be amended and restated as provided herein; and

          NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below), except that the defined terms “Lender” and “Required Lenders” shall have the meaning given to such terms by the Original Credit Agreement.

          SECTION 2. Amendment and Restatement of the Original Credit Agreement. The Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Credit Agreement”). The portion, if any, of each Lender’s Tranche A-1 Term Loans (as defined in the Original Credit Agreement) or Tranche B-1 Term Loans (as defined in the Original Credit Agreement), as applicable that such Lender has indicated on its signature page to this Restatement Agreement that such Lender wishes to convert to Tranche A-2 Term Loans or Tranche B-3 Term Loans, as applicable, shall, subject to the definition of “Tranche A-2 Converted Amount” and “Tranche B-3 Converted Amount” set forth in the Restated Credit Agreement, be converted to Tranche A-2 Term Loans and Tranche B-3 Term Loans, respectively, in an amount equal to such Lenders Tranche A-2 Converted Amount and Tranche B-3 Converted Amount and otherwise in accordance with Section 2.1 of the Restated Credit Agreement.

          SECTION 3. Credit Document Amendments. The Required Lenders hereby consent to the amendments to the Security Documents contemplated by the Restated Credit Agreement.

          SECTION 4. Effectiveness; Counterparts; Amendments. This Restatement Agreement shall become effective when counterparts hereof which, when taken together, bear the signatures of each of the Borrowers, the Administrative Agent and the Required Lenders shall have been received by the Administrative Agent. This Restatement Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Restatement Agreement by facsimile or other electronic transmission shall

          be effective as delivery of a manually executed counterpart of this Restatement Agreement.

          SECTION 5. No Novation. The execution and delivery of this Restatement Agreement and the effectiveness shall not act as a novation of the Original Credit Agreement and, shall not serve to discharge or release any Obligation or Lien under the Credit Documents or to forgive the payment of any amount owing thereunder. This Restatement Agreement shall be a Credit Document for all purposes of the Restated Credit Agreement. Each Credit Party hereby confirms that its obligations under each Security Document executed under the Original Credit Agreement shall continue to apply to the European Obligations (in the case of the European Credit Parties) or all Obligations (in the case of the U.S. Credit Parties) under the Restated Credit Agreement.

          SECTION 6. Applicable Law; Waiver of Jury Trial.

          (A) THIS RESTATEMENT AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          (B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS RESTATEMENT AGREEMENT AND FOR ANY COUNTERCLAIM HEREIN.

          SECTION 7. Headings. The Section headings used herein are for convenience of reference only, are not part of this Restatement Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Restatement Agreement.

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

[HCA — Cash Flow Restatement Agreement]

EXECUTED by			)
HCA UK HOLDINGS LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA UK CAPITAL LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA UK SERVICES LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA INTERNATIONAL			)
HOLDINGS LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA UK INVESTMENTS			)
LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇

[HCA — Cash Flow Restatement Agreement]

EXECUTED by			)
THE HARLEY STREET			)
CANCER CLINIC LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA INTERNATIONAL			)
LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA UK LIMITED			)			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
acting by			)
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
ST MARTINS LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
ST MARTINS HEALTHCARE			)
LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
EXECUTED by			)
HCA STAFFING LIMITED acting by			) )			Director		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
as a European Guarantor			) )			Witness:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇

[HCA — Cash Flow Restatement Agreement]

EXECUTED by			)
LA TOUR FINANCE LIMITED PARTNERSHIP			)
acting by			)
HCA SWITZERLAND HOLDING GmbH, general
partner acting by

acting under the authority of the company

[HCA — Cash Flow Restatement Agreement]

Schedule I
to the Restatement Agreement

		By its		By its		By the General
		General		Sole		Partner of its
U.S. Guarantor		Partner		Member		Sole Member
American Medicorp Development Co.
Bay Hospital, Inc.
▇▇▇▇▇▇▇ City Community Hospital, Inc.
Brookwood Medical Center of Gulfport, Inc.
Capital Division, Inc.
Centerpoint Medical Center of Independence, LLC
Central Florida Regional Hospital, Inc.
Central Shared Services, LLC
Central Tennessee Hospital Corporation
CHCA Bayshore, L.P.		*
CHCA Conroe, L.P.		*
CHCA Mainland, L.P.		*
CHCA West Houston, L.P.		*
CHCA Woman’s Hospital, L.P.		*
Chippenham & ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Hospitals, Inc.
CMS GP, LLC
Colorado Health Systems, Inc.
Columbia ASC Management, L.P.		*
Columbia Jacksonville Healthcare System, Inc.
Columbia LaGrange Hospital, Inc.
Columbia Medical Center of Arlington Subsidiary, L.P.		*
Columbia Medical Center of ▇▇▇▇▇▇ Subsidiary, L.P.		*
Columbia Medical Center of Las Colinas, Inc.
Columbia Medical Center of Lewisville Subsidiary, L.P.		*
Columbia Medical Center of ▇▇▇▇▇▇▇▇ Subsidiary, L.P.		*
Columbia Medical Center of Plano Subsidiary, L.P.		*
Columbia North Hills Hospital Subsidiary, L.P.		*
Columbia ▇▇▇▇▇ Medical Center, Inc.
Columbia Parkersburg Healthcare System, LLC
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.		*
Columbia Polk General Hospital, Inc.
Columbia Rio Grande Healthcare, L.P.		*
Columbia Riverside, Inc.
Columbia Valley Healthcare System, L.P.		*
Columbia/Alleghany Regional Hospital, Incorporated
Columbia/HCA ▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.
Columbine Psychiatric Center, Inc.

		By its		By its		By the General
		General		Sole		Partner of its
U.S. Guarantor		Partner		Member		Sole Member
Columbus Cardiology, Inc.
Conroe Hospital Corporation
Dallas/Ft. Worth Physician, LLC
▇▇▇▇▇▇▇▇▇ Hospital Corporation
Dublin Community Hospital, LLC
Eastern Idaho Health Services, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇ Hospital, Inc.
El Paso Surgicenter, Inc.
Encino Hospital Corporation, Inc.
EP Health, LLC
Fairview Park GP, LLC
Fairview Park, Limited Partnership		*
Frankfort Hospital, Inc.
▇▇▇▇▇ Property, LLC
Good Samaritan Hospital, L.P.		*
▇▇▇▇▇▇▇-Trinity Family Care, LLC
GPCH-GP, Inc.
Grand Strand Regional Medical Center, LLC
Green Oaks Hospital Subsidiary, L.P.		*
Greenview Hospital, Inc.
HCA — IT&S Field Operations, Inc.
HCA — IT&S Inventory Management, Inc.
HCA Central Group, Inc.
HCA Health Services of Florida, Inc.
HCA Health Services of Louisiana, Inc.
HCA Health Services of Oklahoma, Inc.
HCA Health Services of Tennessee, Inc.
HCA Health Services of Virginia, Inc.
HCA Management Services, L.P.		*
HCA Realty, Inc.
HD&S Corp. Successor, Inc.
Health Midwest Office Facilities Corporation
Health Midwest Ventures Group, Inc.
HTI MOB, LLC				*
Hendersonville Hospital Corporation
Hospital Corporation of Tennessee
Hospital Corporation of Utah
Hospital Development Properties, Inc.
HSS Holdco, LLC
HSS Systems VA, LLC
HSS Systems, LLC
HSS Virginia, L.P.		*
HTI Memorial Hospital Corporation
Integrated Regional Lab, LLC

		By its		By its		By the General
		General		Sole		Partner of its
U.S. Guarantor		Partner		Member		Sole Member
Integrated Regional Laboratories, LLP		*
JFK Medical Center Limited Partnership		*
KPH-Consolidation, Inc.
Lakeland Medical Center, LLC
Lakeview Medical Center, LLC
Largo Medical Center, Inc.
Las Vegas Surgicare, Inc.
Lawnwood Medical Center, Inc.
▇▇▇▇▇-▇▇▇▇ Hospital, Incorporated
▇▇▇▇▇-▇▇▇▇ Medical Center, LLC
▇▇▇▇▇-▇▇▇▇ Physicians, LLC
Los ▇▇▇▇▇▇ Regional Medical Center
Management Services Holdings, Inc.
Marietta Surgical Center, Inc.
▇▇▇▇▇▇ Community Hospital, Inc.
MCA Investment Company
Medical Centers of Oklahoma, LLC
Medical Office Buildings of Kansas, LLC
Memorial Healthcare Group, Inc.
Midwest Division — ACH, LLC
Midwest Division — LRHC, LLC
Midwest Division — LSH, LLC
Midwest Division — MCI, LLC
Midwest Division — MMC, LLC
Midwest Division — OPRMC, LLC
Midwest Division — PFC, LLC
Midwest Division — RBH, LLC
Midwest Division — RMC, LLC
Midwest Division — RPC, LLC
Midwest Holdings, Inc.
▇▇▇▇▇▇▇▇▇▇ Regional Hospital, Inc.
Mountain View Hospital, Inc.
Nashville Shared Services General Partnership		*
National Patient Account Services, Inc.
New Port ▇▇▇▇▇▇ Hospital, Inc.
New Rose Holding Company, Inc.
North Florida Immediate Care Center, Inc.
North Florida Regional Medical Center, Inc.
Northern Utah Healthcare Corporation
Northern Virginia Community Hospital, LLC
Northlake Medical Center, LLC
Notami Hospitals of Louisiana, Inc.
Notami Hospitals, LLC
Okaloosa Hospital, Inc.

		By its		By its		By the General
		General		Sole		Partner of its
U.S. Guarantor		Partner		Member		Sole Member
Okeechobee Hospital, Inc.
Outpatient Cardiovascular Center of Central Florida, LLC
Palms West Hospital Limited Partnership		*
Palmyra Park Hospital, Inc.
Pasadena Bayshore Hospital, Inc.
Plantation General Hospital, L.P.		*
Pulaski Community Hospital, Inc.
▇▇▇▇▇▇▇ Park Hospital, LLC
▇▇▇▇▇▇▇ Physician Practice Company
Regional Health System of Acadiana, LLC, The
Reston Hospital Center, LLC
Retreat Hospital, LLC
Rio Grande Regional Hospital, Inc.
Riverside Healthcare System, L.P.		*
Riverside Hospital, Inc.
Samaritan, LLC
San ▇▇▇▇ Healthcare System, LP		*
San ▇▇▇▇ Hospital, L.P.		*
San ▇▇▇▇ Medical Center, LLC
San ▇▇▇▇, LLC
Sarasota Doctors Hospital, Inc.
SJMC, LLC
Southern Hills Medical Center, LLC
Spotsylvania Medical Center, Inc.
Spring Branch Medical Center, Inc.
Spring Hill Hospital, Inc.
St. Mark’s Lone Peak Hospital, Inc.
Sun City Hospital, Inc.
Sunrise Mountainview Hospital, Inc.
Surgicare of ▇▇▇▇▇▇▇, Inc.
Surgicare of Florida, Inc.
Surgicare of Houston Women’s, Inc.
Surgicare of Manatee, Inc.
Surgicare of New Port ▇▇▇▇▇▇, Inc.
Surgicare of Palms West, LLC
Surgicare of Riverside, LLC						*
Tallahassee Medical Center, Inc.
TCMC Madison-Portland, Inc.
Terre Haute Hospital GP, Inc.
Terre Haute Hospital Holdings, Inc.
Terre Haute MOB, L.P.		*
Terre Haute Regional Hospital, L.P.		*
Timpanogos Regional Medical Services, Inc.
Trident Medical Center, LLC

		By its		By its		By the General
		General		Sole		Partner of its
U.S. Guarantor		Partner		Member		Sole Member
Utah Medco, LLC
VH Holdco, Inc.
VH Holdings, Inc.
Virginia Psychiatric Company, Inc.
W & C Hospital, Inc.
Walterboro Community Hospital, Inc.
▇▇▇▇▇▇ Medical Center, LLC
West Florida Regional Medical Center, Inc.
West Valley Medical Center, Inc.
Western Plains Capital, Inc.
WHMC, Inc.
Woman’s Hospital of Texas, Incorporated

[ADDITIONAL LENDER SIGNATURES OMITTED]

Signature Page — Restatement Agreement

EXHIBIT A

     

Published CUSIP No.:

$13,550,000,000

€1,000,000,000

CREDIT AGREEMENT

Dated as of November 17, 2006

and Amended and Restated as of May 4, 2011

among

HCA INC.,
as the Parent Borrower,

HCA UK CAPITAL LIMITED,
as the European Subsidiary Borrower,

The Several Lenders
from Time to Time Parties Hereto,

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

JPMORGAN CHASE BANK, N.A.
and
CITICORP NORTH AMERICA, INC.,

as Co-Syndication Agents,
and

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

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

DEUTSCHE BANK SECURITIES INC.
and
WACHOVIA CAPITAL MARKETS, LLC,
as Joint Bookrunners
and
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
CITIGROUP GLOBAL MARKETS, INC.
▇.▇. ▇▇▇▇▇▇ SECURITIES LLC
as Joint Lead Arrangers and Bookrunners for the Amendment and Restatement

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

TABLE OF CONTENTS

		Page
SECTION 1. Definitions			1
1.1. Defined Terms			1
1.2. Other Interpretive Provisions			66
1.3. Accounting Terms			67
1.4. Rounding			67
1.5. References to Agreements, Laws, Etc.			67
1.6. Exchange Rates			67
1.7. Reserve Amounts			68
SECTION 2. Amount and Terms of Credit			68
2.1. Effect of Restatement on Loans and Letters of Credit under the Original Credit Agreement			68
2.2. Minimum Amount of Each Borrowing; Maximum Number of Borrowings			71
2.3. Notice of Borrowing			71
2.4. Disbursement of Funds			73
2.5. Repayment of Loans; Evidence of Debt			73
2.6. Conversions and Continuations			77
2.7. Pro Rata Borrowings			78
2.8. Interest			79
2.9. Interest Periods			80
2.10. Increased Costs, Illegality, Etc.			81
2.11. Compensation			83
2.12. Change of Lending Office			84
2.13. Notice of Certain Costs			84
2.14. Incremental Facilities			84
SECTION 3. Letters of Credit			91
3.1. Letters of Credit			91
3.2. Letter of Credit Requests			93
3.3. Letter of Credit Participations			95
3.4. Agreement to Repay Letter of Credit Drawings			97
3.5. Increased Costs			98
3.6. New or Successor Letter of Credit Issuer			99
3.7. Role of Letter of Credit Issuer			100
3.8. Cash Collateral			101
3.9. Applicability of ISP and UCP			102
3.10. Conflict with Issuer Documents			102
3.11. Letters of Credit Issued for Restricted Subsidiaries			102
SECTION 4. Fees; Commitments			102
4.1. Fees			102
4.2. Voluntary Reduction of Revolving Credit Commitments			105

		Page
4.3. Mandatory Termination of Commitments			106
SECTION 5. Payments			106
5.1. Voluntary Prepayments			106
5.2. Mandatory Prepayments			107
5.3. Method and Place of Payment			111
5.4. Net Payments			111
5.5. Computations of Interest and Fees			116
5.6. Limit on Rate of Interest			116
SECTION 6. Conditions Precedent to Restatement Effective Date			117
6.1. Restatement Agreement			117
6.2. Legal Opinions			117
6.3. [Reserved]			117
6.4. Fees			117
6.5. Representations and Warranties and Absence of Default			118
6.6. Flood Regulation Compliance			118
SECTION 7. Conditions Precedent to All Credit Events			118
7.1. No Default; Representations and Warranties			118
7.2. Notice of Borrowing; Letter of Credit Request			118
SECTION 8. Representations, Warranties and Agreements			119
8.1. Corporate Status			119
8.2. Corporate Power and Authority			119
8.3. No Violation			119
8.4. Litigation			120
8.5. Margin Regulations			120
8.6. Governmental Approvals			120
8.7. Investment Company Act			120
8.8. True and Complete Disclosure			120
8.9. Financial Condition; Financial Statements			120
8.10. Tax Matters			121
8.11. Compliance with ERISA			121
8.12. Subsidiaries			122
8.13. Intellectual Property			122
8.14. Environmental Laws			122
8.15. Properties			122
8.16. Solvency			123
SECTION 9. Affirmative Covenants			123
9.1. Information Covenants			123
9.2. Books, Records and Inspections			127
9.3. Maintenance of Insurance			127
9.4. Payment of Taxes			127
9.5. Consolidated Corporate Franchises			128
9.6. Compliance with Statutes, Regulations, Etc.			128

		Page
9.7. ERISA			128
9.8. Maintenance of Properties			129
9.9. Transactions with Affiliates			129
9.10. End of Fiscal Years; Fiscal Quarters			130
9.11. Additional Guarantors and Grantors			130
9.12. Pledge of Additional Stock and Evidence of Indebtedness			130
9.13. Use of Proceeds			131
9.14. Further Assurances			131
SECTION 10. Negative Covenants			133
10.1. Limitation on Indebtedness			134
10.2. Limitation on Liens			141
10.3. Limitation on Fundamental Changes			145
10.4. Limitation on Sale of Assets			148
10.5. Limitation on Investments			151
10.6. Limitation on Dividends			154
10.7. Limitations on Sale Leasebacks			156
10.8. Consolidated Total Debt to Consolidated EBITDA Ratio			156
10.9. Changes in Business			156
10.10. 1993 Indenture Restricted Subsidiaries			156
10.11. No Impairment of Mortgages on Principal Properties			156
SECTION 11. Events of Default			157
11.1. Payments			157
11.2. Representations, Etc.			157
11.3. Covenants			157
11.4. Default Under Other Agreements			157
11.5. Bankruptcy, Etc.			157
11.6. ERISA			158
11.7. Guarantee			158
11.8. Pledge Agreement			159
11.9. Security Agreement			159
11.10. Mortgages			159
11.11. Judgments			159
11.12. Change of Control			159
SECTION 12. Investors’ Right to Cure			161
SECTION 13. The Agents			161
13.1. Appointment			161
13.2. Delegation of Duties			162
13.3. Exculpatory Provisions			162
13.4. Reliance by Agents			163
13.5. Notice of Default			163
13.6. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders			163

		Page
13.7. Indemnification			164
13.8. Administrative Agent in its Individual Capacity			164
13.9. Successor Agents			165
13.10. Withholding Tax			165
SECTION 14. Miscellaneous			166
14.1. Amendments and Waivers			166
14.2. Notices			169
14.3. No Waiver; Cumulative Remedies			169
14.4. Survival of Representations and Warranties			170
14.5. Payment of Expenses			170
14.6. Successors and Assigns; Participations and Assignments			171
14.7. Replacements of Lenders under Certain Circumstances			175
14.8. Adjustments; Set-off			175
14.9. Counterparts			176
14.10. Severability			176
14.11. Integration			176
14.12. GOVERNING LAW			176
14.13. Submission to Jurisdiction; Waivers			177
14.14. Acknowledgments			178
14.15. WAIVERS OF JURY TRIAL			178
14.16. Confidentiality			179
14.17. Direct Website Communications			179
14.18. USA PATRIOT Act			181
14.19. Judgment Currency			181
14.20. UK Know-Your-Customer Requirements			181

SCHEDULES

Schedule 9.14(e)		Post-Closing Actions

EXHIBITS

Exhibit A		Form of Letter of Credit Request
Exhibit B		Form of Assignment and Acceptance
Exhibit C		Form of Joinder Agreement

          CREDIT AGREEMENT, dated as of November 17, 2006 and amended and restated as of May 4, 2011, among HCA Inc., a Delaware corporation (“HCA” or the “Parent Borrower”), HCA UK CAPITAL LIMITED, a limited liability company (company no. 04779021) formed under the laws of England and Wales (the “European Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).

          WHEREAS, the Borrowers, the Administrative Agent, Swingline Lender, Letter of Credit Issuer and Lenders are party to that certain Credit Agreement, dated as of November 17, 2006 (as amended and supplemented prior to the Restatement Effective Date, the “Original Credit Agreement”);

          WHEREAS, the parties wish to amend and restate the Original Credit Agreement in its entirety as set forth below;

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

          SECTION 1. Definitions

          1.1. Defined Terms.

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

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

          “ABL Facility” shall mean the Asset-Based Revolving Credit Agreement, dated as of November 17, 2006, by and among the Parent Borrower, the subsidiary borrowers party thereto, the lenders party thereto in their capacities as lenders there-under, and Bank of America, as administrative agent and collateral agent thereunder, including any guarantees, collateral documents and account control agreements, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

          “ABL Documents” shall mean the ABL Facility, any guarantees issued thereunder and the collateral and security documents (and intercreditor agreements) entered into in connection therewith.

          “ABR” shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate.” The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the ABR due to a change in such rate announced by the Administrative Agent or in the Federal Funds Effective Rate shall take effect at the opening of business on the day specified in the public announcement of such change or on the effective date of such change in the Federal Funds Effective Rate, respectively.

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

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

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

          “Acquisition Agreement” shall mean the Agreement and Plan of Merger, dated as of July 24, 2006, by and among HCA, Hercules Holdings and Merger Sub.

          “Additional General Intercreditor Agreement” shall mean each of (i) the Additional General Intercreditor Agreement, dated as of April 22, 2009, by and among the Collateral Agent, The Bank of New York Mellon, in its capacity as junior lien collateral agent and in its capacity as trustee for the second lien notes issued on November 17, 2006 and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the second lien notes issued on February 19, 2009, (ii) the Additional General Intercreditor Agreement, dated as of August 11, 2009, by and among Bank of America, in its capacity as Collateral Agent, The Bank of New York Mellon, in its capacity as junior lien collateral agent and in its capacity as trustee for the second lien notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the second lien notes issued on February 19, 2009, (iii) the Additional General Intercreditor Agreement, dated as of March 10, 2010, by and among the Collateral Agent, the Bank of New York Mellon, in its capacity as junior lien collateral agent and in its capacity as trustee for the second lien notes issued on November 17, 2006 and (iv) any additional general intercreditor agreement entered into by the Collateral Agent following the Restatement Effective Date with the collateral agent or trustee for any Indebtedness secured on a pari passu basis with the Existing Senior Second Lien Notes which is substantially similar to the intercreditor agreements referred to in clauses (i) and (ii) above with such changes thereto as may be reasonably agreed to by the Collateral Agent.

          “Additional Receivables Intercreditor Agreement” shall mean (i) the Additional Receivables Intercreditor Agreement, dated as of April 22, 2009, by and between the Receivables Collateral Agent and Bank of America, as the Collateral Agent, (ii) the Additional Receivables Intercreditor Agreement, dated as of August 11, 2009, by and between the Receivables Collateral Agent and Bank of America, as the Collateral Agent, (iii) the Additional Receivables Intercreditor Agreement, dated as of March 10, 2010, by and between the Receivables Collateral Agent and the Collateral Agent and (iv) any additional receivables intercreditor agreement entered into by the Collateral Agent following the Restatement Effective Date with the Receivables Collateral Agent in connection with the issuance of Future Secured Debt constituting First Lien Obligations which intercreditor agreement is substantially similar to the intercreditor agreements referred to in clauses (i) and (ii) above with such changes thereto as may be reasonably agreed to by the Collateral Agent.

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

          “Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the New Term Loan Commitments of all Defaulting Lenders.

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

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

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

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

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

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

          “Aggregate Multicurrency Exposures” shall have the meaning provided in Section 5.2(b).

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

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

          “Alternative Currency” shall mean Euro or Sterling.

          “Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan that is a Tranche A-1 Term Loan, Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan, Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan, Revolving Credit Loan or Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

		Applicable ABR Margin for:
																						Revolving Credit				Revolving Credit
																						Loans and				Loans and
																						Swingline Loans				Swingline Loans
		Tranche ▇-▇				▇▇▇▇▇▇▇ ▇-▇				▇▇▇▇▇▇▇ ▇-▇				Tranche B-2				Tranche B-3				prior to November				from and after
Status		Term Loans				Term Loans				Term Loans				Term Loans				Term Loans				17, 2012				November 17, 2012
Level I Status			1.25	%			1.50	%			1.25	%			2.25	%			2.25	%			1.50	%			1.75	%
Level II Status			1.00	%			1.50	%			1.25	%			2.25	%			2.25	%			1.25	%			1.50	%
Level III Status			0.75	%			1.50	%			1.25	%			2.25	%			2.25	%			1.00	%			1.00	%
Level IV Status			0.50	%			1.50	%			1.25	%			2.25	%			2.25	%			0.75	%			0.75	%
Level V Status			0.25	%			1.50	%			1.25	%			2.25	%			2.25	%			0.50	%			N/A

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

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

     (ii) the amount of any capital contributions (other than (A) the Equity Investments, (B) any Cure Amount, (C) any amount added back in the definition of Consolidated EBITDA pursuant to clause (a)(ix) thereof, (D) any contributions in respect of Disqualified Equity Interests, (E) any amount applied to redeem Stock or Stock Equivalents of the Parent Borrower pursuant to Section 10.6(a) and (F) any amount received by the Parent Borrower in satisfaction of the requirements of the first sentence of Section 10.7(e) of the Original Credit Agreement) made in cash to, or any proceeds of an equity issuance received by, the Parent Borrower from and including the Business Day immediately following the Closing Date through and including the Reference Time, including proceeds from the issuance of Stock or Stock Equivalents of any direct or indirect parent of the Parent Borrower,

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

     (i) the aggregate amount of Investments made pursuant to Section 10.5(g)(ii)(y) or 10.5(i)(ii)(y) following the Closing Date and prior to the Reference Time;

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

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

          “Applicable Date” shall mean (i) with respect to any fiscal quarter commencing on January 1 of any year, the last Business Day of April of such year, (ii) with respect to any fiscal quarter commencing on April 1 of any year, the last Business Day of June of such year, (iii) with respect to any fiscal quarter commencing on July 1 of any year, the last Business Day of September of such year and (iv) with respect to any fiscal quarter commencing on October 1 of any year, the last Business Day of December of such year.

          “Applicable LIBOR Margin” shall mean, at any date, with respect to each LIBOR Loan that is a Tranche A-1 Term Loan, Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan, Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan, European-1 Tranche Term Loan or Revolving Credit Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

		Applicable LIBOR Margin for:
		Tranche				Tranche				Tranche				Tranche								Tranche								Revolving Credit
		▇-▇				▇-▇				▇-▇				▇-▇				European-1				B-3				Revolving Credit				Loans from and
		Term				Term				Term				Term				Tranche Term				Term				Loans prior to				after November 17,
Status		Loans				Loans				Loans				Loans				Loans				Loans				November 17, 2012				2012
Level I Status			2.25	%			2.50	%			2.25	%			3.25	%			2.25	%			3.25	%			2.50	%			2.75	%
Level II Status			2.00	%			2.50	%			2.25	%			3.25	%			2.00	%			3.25	%			2.25	%			2.50	%
Level III Status			1.75	%			2.50	%			2.25	%			3.25	%			2.00	%			3.25	%			2.00	%			2.00	%
Level IV Status			1.50	%			2.50	%			2.25	%			3.25	%			2.00	%			3.25	%			1.75	%			1.75	%
Level V Status			1.25	%			2.50	%			2.25	%			3.25	%			2.00	%			3.25	%			1.50	%			N/A

          “Applicable Quarter” shall have the meaning provided in Section 2.8(d).

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

          “Asset Sale Prepayment Event” shall mean any Disposition of any business units, assets or other property of the Parent Borrower or any of the Restricted Subsidiaries not in the ordinary course of business (including any Disposition of any Stock or Stock Equivalents of any Subsidiary of the Parent Borrower owned by the Parent Borrower or a Restricted Subsidiary

and any issuance of Stock or Stock Equivalents by any Restricted Subsidiary). Notwithstanding the foregoing, the term “Asset Sale Prepayment Event” shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b)).

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

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

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

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

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

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

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

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

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

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

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

          “Borrowing” shall mean and include (a) the incurrence of Swingline Loans from the Swingline Lender on a given date, (b) each Borrowing of Term Loans outstanding under the Original Credit Agreement on the Restatement Effective Date, the Borrowings resulting from the conversion to Tranche A-2 Term Loans and Tranche B-3 Term Loans on the Restatement Effective Date (and each Borrowing resulting from conversions on a given date after the Restatement Effective Date) having, in the case of LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Term Loans) and (c) the incurrence of one Type of Revolving Credit Loan on a given date (or resulting from conversions on a given date) having, in the case of LIBOR Revolving Credit Loans, the same Interest Period (provided that ABR Loans incurred pursuant to

Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Revolving Credit Loans).

          “Business Day” shall mean any day excluding Saturday, Sunday and any day that in the jurisdiction where the Administrative Agent’s Office for Loans in Dollars is located shall be a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close; provided, however,

     (a) if such day relates to any interest rate settings as to a LIBOR Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

     (b) if such day relates to any interest rate settings as to a LIBOR Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a TARGET Day;

     (c) if such day relates to any interest rate settings as to a LIBOR Loan denominated in Sterling, such day shall be a day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank market; and

     (d) if such day relates to any fundings, disbursements, settlements and payments in Sterling in respect of a LIBOR Loan denominated in Sterling, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such LIBOR Loan (other than any interest rate settings), such day shall be a day on which banks are open for foreign exchange business in London.

          “Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) by the Parent Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of the Parent Borrower and its Subsidiaries.

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

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

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

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

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

          “Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

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

          “Change of Control” shall mean and be deemed to have occurred if (a) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended), other than the combination of the Sponsors, the ▇▇▇▇▇ Shareholders and the Management Investors, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting power of the Voting Stock of the Parent Borrower and the combination of the Sponsors, the ▇▇▇▇▇ Shareholders and the Management Investors shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the Voting Stock of the Parent Borrower; or (b) Continuing Directors shall not constitute at least a majority of the board of directors of the Parent Borrower; or (c) at any time, a Change of Control (as defined in the Initial Senior Second Lien Notes Indenture or any agreement governing Subordinated Indebtedness) shall have occurred or (d) the Parent Borrower shall cease to directly own 100% of the Stock and Stock Equivalents of Healthtrust; provided that no Change of Control shall be deemed to have occurred under this clause (d) solely as a result of the preferred Stock of Healthtrust that is owned by Columbia—SDH and Epic Properties continuing to be owned by such entities so long as Columbia—SDH and Epic Properties are direct or indirect wholly-owned Subsidiaries of Healthtrust.

          “Class”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, European-1 Tranche Term Loans, New Term Loans (of the same Series), Extended Term Loans (of the same Extension Series), Replacement Revolving Credit Loans (made pursuant to the same Replacement Revolving Credit Series of Replacement Revolving Credit Commitments) or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a Replacement Revolving Credit Commitment

(of the same Replacement Revolving Credit Series) or a New Term Loan Commitment (of the same Series).

          “Closing Date” shall mean November 17, 2006.

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

          “Collateral” shall mean the U.S. Collateral and the European Collateral, collectively.

          “Collateral Agent” shall mean, with respect to references to such term in this Agreement and the European Security Documents, Bank of America, in its capacity as collateral agent for the Lenders under this Agreement in accordance with the terms of this Agreement, and with respect to references to such term in the U.S. Security Documents, Bank of America, in its capacity as collateral agent for the First Lien Secured Parties under the U.S. Security Documents in accordance with the terms of the U.S. Security Documents, or any successor collateral agent pursuant to any such document.

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

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

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

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

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

		Commitment Fee Rate				Commitment Fee Rate from
		prior to November 17,				and after November 17,
Status		2012				2012
Level I Status			0.50	%			0.50	%
Level II Status			0.50	%			0.375	%
Level III Status			0.375	%			0.375	%
Level IV Status			0.375	%			0.375	%
Level V Status			0.375	%			N/A

          “Commitments” shall mean, with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, Replacement Revolving Credit Commitment and New Term Loan Commitment.

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

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

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

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

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

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

     (i) total interest expense and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income (other than interest income of HCI) and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

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

     (iii) depreciation and amortization,

     (iv) Non-Cash Charges,

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

     (vi) restructuring charges or reserves (including restructuring costs related to acquisitions and to closure and/or consolidation of facilities),

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

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

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

     (x) the amount of net cost savings projected by the Parent Borrower in good faith to be realized as a result of specified actions taken by the Parent Borrower and its Restricted Subsidiaries prior to such date of determination (calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) no cost savings shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (C) the aggregate amount of cost savings added pursuant to this clause (x) shall not exceed $200,000,000 for any period consisting of four consecutive quarters,

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

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

less

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

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

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

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

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

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

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

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

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

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

Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion).

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

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

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

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

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

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

     (a) extraordinary items for such period,

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

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

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

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

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

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

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, property, equipment and intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent Borrower and the

Restricted Subsidiaries), as a result of the Transactions, any consummated acquisition whether consummated before or after the Closing Date, or the amortization or write-off of any amounts thereof.

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

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

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

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

          “Consolidated Working Capital” shall mean, at any date, the excess of (a) the sum of all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt and (ii) all Indebtedness consisting of Loans and Letter of Credit Exposure to the extent otherwise included therein.

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

nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

          “Contract Consideration” shall have the meaning provided in the definition of Excess Cash Flow.

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

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

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

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

          “Credit Documents” shall mean this Agreement, the Restatement Agreement, the Guarantees, the Security Documents, each Letter of Credit and any promissory notes issued by a Borrower hereunder.

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

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

          “Credit Facility” shall mean a category of Commitments and extensions of credit thereunder.

          “Credit Party” shall mean each of the Borrowers, the Guarantors and each other Subsidiary of the Parent Borrower that is a party to a Credit Document.

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

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

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

          “Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by the Parent Borrower or any of the Restricted Subsidiaries of (x) any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o)(i)), (y) any Refinancing Term Loans and (z) any Refinancing Future Secured Debt.

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

          “Default Rate” shall have the meaning set forth in Section 2.8(c).

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

          “Deferred Net Cash Proceeds” shall have the meaning provided such term in the definition of “Net Cash Proceeds.”

          “Deferred Net Cash Proceeds Payment Date” shall have the meaning provided such term in the definition of “Net Cash Proceeds.”

          “Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Parent Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 10.4(b) or Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Parent Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

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

          “Designated Obligations” shall mean all obligations of the Borrowers with respect to (a) principal of and interest on the Loans, (b) Unpaid Drawings and interest thereon and (c) accrued and unpaid fees under the Credit Documents.

          “Disposed EBITDA” shall mean, with respect to (i) any Sold Entity or Business to the extent the aggregate consideration received in connection with such Disposition was at

least $75,000,000 or (ii) any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Parent Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.

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

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

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

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

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

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

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

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

          “EMU” shall mean the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

          “EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

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

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

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

          “Equity Investments” shall have the meaning provided in the Original Credit Agreement.

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

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

          “Euro” and “€” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

          “European Collateral” shall mean all property pledged or purported to be pledged pursuant to the terms of the European Security Documents.

          “European Credit Facility” shall mean the Credit Facility consisting of the European-1 Tranche Term Loans and any Extended Term Loans in respect of European-1 Tranche Term Loans.

          “European Credit Party” shall mean the European Subsidiary Borrower and the European Guarantors.

          “European Guarantee” shall mean (a) the Guarantee, dated as of November 17, 2006, made by each European Guarantor in favor of the Administrative Agent for the benefit of the European Secured Parties and (b) any other guarantee of the European Obligations made by a European Subsidiary that is a Restricted Subsidiary in form and substance reasonably acceptable to the Administrative Agent, in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “European Guarantors” shall mean (a) each European Subsidiary that was a party to the European Guarantee on the Closing Date and (b) each European Subsidiary that became or becomes a party to the European Guarantee after the Closing Date pursuant to Section 9.11 or otherwise.

          “European Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise, in each case with respect to any European-1 Tranche Term Loan or any Extended Term Loans in respect of European-1 Tranche Term Loans or under any Secured Cash Management Agreement or Secured Hedge Agreement, and in each case, entered into with the European Subsidiary Borrower or any other European Subsidiary, 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 Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “European Security Agreement” shall mean the Security Agreement, dated as of November 17, 2006, by and among the European Credit Parties and the Collateral Agent.

          “European Security Documents” shall mean (a) the European Security Agreement and (b) each other security agreement or other instrument or document executed and delivered

by any European Credit Party pursuant to Section 9.11 or Section 9.14 or pursuant to any agreement referred to in clause (a) above, in each case, to secure the European Obligations.

          “European Secured Parties” shall mean the Administrative Agent and the Collateral Agent, in each case, with respect to matters relating to the European-1 Tranche Term Loans or the European Security Documents, each European-1 Tranche Term Loan Lender, each Hedge Bank that is party to any Secured Hedge Agreement with any European Subsidiary Borrower or any other European Subsidiary, each Cash Management Bank that is party to a Secured Cash Management Agreement with any European Subsidiary Borrower or any other European Subsidiary and each sub-agent pursuant to Section 13 appointed by the Administrative Agent or the Collateral Agent with respect to the European Credit Facility or any European Security Document.

          “European Subsidiary” shall mean each Subsidiary of the Parent Borrower that is incorporated or formed under the laws of England and Wales.

          “European Subsidiary Borrower” shall have the meaning provided in the preamble to this Agreement.

          “European-1 Tranche Repayment Amount” shall have the meaning provided in Section 2.5(c)(ii).

          “European-1 Tranche Repayment Date” shall have the meaning provided in Section 2.5(c)(ii).

          “European-1 Tranche Term Loan Maturity Date” shall mean November 17, 2013 or, if such date is not a Business Day, the first Business Day thereafter.

          “European-1 Tranche Term Loan” shall mean each European-1 Tranche Term Loan outstanding under the Original Credit Agreement.

          “European-1 Tranche Term Loan Facility” shall mean the Credit Facility consisting of the European-1 Tranche Term Loans.

          “European-1 Tranche Term Loan Lender” shall mean each Lender with a European-1 Tranche Term Loan.

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

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

          “Excess Cash Flow” shall mean, for any period, an amount equal to the excess of

     (a) the sum, without duplication, of

     (i) Consolidated Net Income for such period,

     (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

     (iii) an amount equal to the provision for taxes based on income, profits or capital of the Parent Borrower and the Restricted Subsidiaries, including federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period to the extent deducted in arriving at such Consolidated Net Income,

     (iv) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions by the Parent Borrower and the Restricted Subsidiaries completed during such period),

     (v) an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by the Parent Borrower and the Restricted Subsidiaries during such period (other than sales, leases, transfers or other dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and

     (vi) cash receipts in respect of Swap Contracts during such fiscal year to the extent not otherwise included in Consolidated Net Income;

     over (b) the sum, without duplication, of

     (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges described in clauses (a) through (f) of the definition of Consolidated Net Income (other than cash charges in respect of Transaction Expenses paid on or about the Closing Date to the extent financed with the proceeds of Indebtedness incurred on the Closing Date or the Equity Investments) and included in arriving at such Consolidated Net Income,

     (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior years, the amount of Capital Expenditures made in cash during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness or a sale of Stock or Stock Equivalents of the Parent Borrower or the Restricted Subsidiaries,

     (iii) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations, (B) the amount of any repayment of Term Loans pursuant to Section 2.5 and (C) the amount of a mandatory prepayment of Term Loans pursuant to Section 5.2(a) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (x) all other prepayments of Term Loans and (y) all prepayments of Revolving Credit Loans, Swingline Loans and loans under the ABL Facility) made during such period (other than in respect of any revolving credit facility to the extent

there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Parent Borrower or the Restricted Subsidiaries,

     (iv) an amount equal to the aggregate net non-cash gain on the sale, lease, transfer or other disposition of assets by the Parent Borrower and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

     (v) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the Parent Borrower and the Restricted Subsidiaries completed during such period),

     (vi) payments by the Parent Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness,

     (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration paid by the Parent Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period pursuant to Section 10.5 (other than Section 10.5(b)) to the extent that such Investments were financed with internally generated cash flow of the Parent Borrower and the Restricted Subsidiaries,

     (viii) the amount of dividends paid during such period (on a consolidated basis) by the Parent Borrower and the Restricted Subsidiaries to the extent such dividends were financed with internally generated cash flow of the Parent Borrower and the Restricted Subsidiaries,

     (ix) the aggregate amount of expenditures actually made by the Parent Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

     (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parent Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

     (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Parent Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions

or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

     (xii) the amount of taxes (including penalties and interest) paid in cash in such period, and

     (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income.

          “Excluded European Subsidiary” shall mean (a) each European Subsidiary listed on Schedule 1.1(d)(ii) to the Original Credit Agreement and each future European Subsidiary, in each case, for so long as any such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries), have property, plant and equipment with a book value in excess of $5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Closing Date in excess of $5,000,000, (b) for purposes of Section 9.11, any European Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary would otherwise be required to become a European Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-wholly-owned Restricted Subsidiary), (c) any European Subsidiary that is prohibited by any applicable Contractual Requirement or Requirement of Law from guaranteeing or granting Liens to secure the European Obligations at the time such Subsidiary becomes a Restricted Subsidiary (for so long as such restriction or any replacement or renewal thereof is in effect), (d) any other European Subsidiary with respect to which, (i) in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee of the European Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) the provision of a Guarantee of the European Obligations would result in adverse tax consequences to the Parent Borrower or its Subsidiaries as reasonably determined by the Parent Borrower, (e) each Unrestricted Subsidiary, (f) any other European Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(j) or Section 10.1(k) and permitted by the proviso to subclause (y) of such Sections and each Restricted Subsidiary thereof that guarantees such Indebtedness to the extent and so long as the financing documentation relating to such Permitted Acquisition to which such Restricted Subsidiary is a party prohibits such Restricted Subsidiary from guaranteeing, or granting a Lien on any of its assets to secure, the Obligations and (g) any Designated Non-Guarantor Subsidiary.

          “Excluded Stock and Stock Equivalents” shall mean (i) any Stock or Stock Equivalents subject to a Lien permitted by Section 10.2(h) or 10.2(i), (ii) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (iii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary to secure the U.S. Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to

avoid adverse U.S. federal income tax consequences to the Parent Borrower or any Subsidiary), (iv) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (v) in the case of Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Parent Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of such Subsidiary to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (I) such other party is a Credit Party or wholly-owned Subsidiary or (II) such consent has been obtained (it being understood that the foregoing shall not be deemed to obligate the Parent Borrower or any Subsidiary to obtain any such consent)) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (vi) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Parent Borrower or any Subsidiary as reasonably determined by the Parent Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Parent Borrower.

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

consequences (including any adverse tax consequences) of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (g) each Unrestricted Subsidiary, (h) each 1993 Indenture Restricted Subsidiary for so long as the 1993 Indenture is in effect and such Subsidiary is a “Restricted Subsidiary” under the 1993 Indenture, (i) each ABL Entity, (j) any Designated Non-Guarantor Subsidiary and (k) HCA Health Services of New Hampshire, Inc., a New Hampshire corporation.

          “Excluded Taxes” shall mean, with respect to any Agent or any Lender, (a) (i) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on such Agent or Lender and, to the extent not duplicative, any Taxes imposed on such Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender and (ii) any Taxes imposed on any Agent or any Lender as a result of any current or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or having been a party to or having enforced, this Agreement or any other Credit Document), (b) in the case of a Non-U.S. Lender (i) any U.S. federal withholding tax that is imposed on amounts payable to such Non-U.S. Lender under the law in effect at the time such Non-U.S. Lender becomes a party to this Agreement (or, in the case of a Non-U.S. Participant, on the date such Non-U.S. Participant became a Participant hereunder); provided that this subclause (b)(i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this subclause (b)(i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer or (y) any Tax is imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 14.8(a) or that such Lender acquired pursuant to Section 14.7 (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Non-U.S. Lender as a result of a Change in Law occurring after the time such Non-U.S. Lender became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax) or (ii) any Tax to the extent attributable to such Non-U.S. Lender’s failure to comply with Section 5.4(e); provided that, for the avoidance of doubt, any deduction or withholding under section 349 of the Taxes Act (or any successor provision) for or on account of any Taxes, shall not be an Excluded Tax and (c) any Taxes imposed pursuant to FATCA.

          “Existing Class” shall have the meaning set forth in Section 2.14(f).

          “Existing First Lien Notes” shall mean (i) $1,500,000,000 aggregate principal amount of the Parent Borrower’s 8¹/2% Senior Secured Notes due 2019, (ii) $1,250,000,000 aggregate principal amount of the Parent Borrower’s 7⅞% Senior Secured Notes due 2020 and (iii) $1,400,000,000 aggregate principal amount of the Parent Borrower’s 7¹/4% Senior Secured Notes due 2020, in each case, outstanding on the Restatement Effective Date.

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

          “Existing Senior Second Lien Notes” shall mean the Initial Senior Second Lien Notes and $310,000,000 aggregate principal amount of the Parent Borrower’s 9⅞% Senior Secured Notes due 2017, in each case, outstanding on the Restatement Effective Date.

          “Extended Repayment Date” shall have the meaning provided in Section 2.5(d).

          “Extended Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(d).

          “Extended Term Loans” shall have the meaning set forth in Section 2.14(f) (and for the avoidance of doubt, as used in this Agreement, shall not include the Tranche A-2 Term Loans, Tranche B-2 Term Loans or Tranche B-3 Term Loans).

          “Extending Lender” shall have the meaning set forth in Section 2.14(f).

          “Extension Amendment” shall have the meaning set forth in Section 2.14(f).

          “Extension Election” shall have the meaning set forth in Section 2.14(f).

          “Extension Request” shall have the meaning set forth in Section 2.14(f).

          “Extension Series” shall mean all Extended Term Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be a part of any previously established Extension Series or the Tranche B-3 Term Loans (to the extent permitted by Section 2.14(f)) and that provide for the same interest margins, extension fees and amortization schedule.

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

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

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

Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

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

          “Final Maturity Date” shall mean, on any date of determination, the later of (x) the final maturity date of any then outstanding Class of Term Loans and (y) the scheduled termination date of any then outstanding Class of Commitments.

          “First Lien Intercreditor Agreement” shall mean the First Lien Intercreditor Agreement, dated as of April 22, 2009 among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other First Lien Secured Parties, as supplemented to the Restatement Effective Date and as the same may be further amended, supplemented, restated, modified, or waived from time to time in accordance with the terms thereof.

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

          “First Lien Secured Parties” shall mean the Secured Parties and the Future Secured Debt Secured Parties and any representative on their behalf for such purposes, collectively (other than the holders (and any such representative on their behalf) of any Future Secured Debt Obligations that are secured by a Lien ranking junior to the Lien securing the Obligations).

          “Foreign Asset Sale” shall have the meaning provided in Section 5.2(h).

          “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Parent Borrower or any of its Subsidiaries with respect to employees employed outside the United States.

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

          “▇▇▇▇▇ Shareholders” shall mean (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and any executor, administrator, guardian, conservator or similar legal representative thereof, (ii) any member of the immediate family of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., (iii) any person directly or indirectly controlled by one or more of the immediate family members of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., (iv) any Person acting as agent for any Person described in clauses (i) through (iii) hereof and (v) the HCA Foundation so long as a majority of the members of its board of directors consist of (a) ▇▇▇▇▇ Shareholders, (b) Continuing Directors, (c) Management Investors and/or (d) any other member of management of the Parent Borrower.

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

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

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

          “Future Secured Debt” shall mean the Existing First Lien Notes and any senior secured notes or other secured Indebtedness (which notes or other Indebtedness may either have the same lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) in each case issued by the Parent Borrower or a U.S. Guarantor (including any such Indebtedness of a Person that becomes a U.S. Guarantor in connection with a Permitted Acquisition to the extent the Parent Borrower elects to secure such Indebtedness by a Lien on the assets of the Parent Borrower and the U.S. Guarantors), so long as (a) after giving effect to the incurrence of such Future Secured Debt (or the granting of such Liens) the aggregate amount of Scheduled Inside Payments does not exceed the greater of (I) $3,000,000,000 and (II) 50% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered, (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Parent Borrower and the Subsidiaries than those in this Agreement; provided that a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Parent Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Parent Borrower (other than a U.S. Guarantor) is an obligor and which are not secured by any Collateral other than the U.S. Collateral.

          “Future Secured Debt Documents” shall mean any document or instrument issued or executed and delivered with respect to any Future Secured Debt by any Credit Party.

          “Future Secured Debt Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Future Secured Debt Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Future Secured Debt Secured Parties” shall mean the holders from time to time of the Future Secured Debt Obligations.

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

          “General Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of November 17, 2006, among the Collateral Agent and the trustee under the Initial Senior Second Lien Notes Indenture, as the same may be amended, restated, modified or waived from time to time.

          “Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

          “Guarantee” shall mean the U.S. Guarantee and/or the European Guarantee, as the context requires.

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

          “Guarantors” shall mean the U.S. Guarantors and the European Guarantors.

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

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

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

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

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

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

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

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

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

          “Holdings” shall mean HCA Holdings, Inc., a Delaware corporation, and its successors.

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

          “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as a liability on the balance sheet of such Person, (c) the face amount

of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of any other Person secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (e) the principal component of all Capitalized Lease Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements, (g) all obligations of such Person in respect of Disqualified Equity Interests and (h) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not include (i) trade payables and accrued expenses arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (iv) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and incurred in the ordinary course of business and (v) Indebtedness resulting from substantially concurrent interim transfers of creditor positions with respect to intercompany Indebtedness.

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

          “Initial Senior Second Lien Notes” shall mean $1,000,000,000 aggregate principal amount of the Parent Borrower’s 9⅛% Senior Secured Notes due 2014, $3,200,000,000 aggregate principal amount of the Parent Borrower’s 9¹/4% Senior Secured Notes due 2016 and the Toggle Notes, in each case, issued under the Initial Senior Second Lien Notes Indenture prior to the Restatement Effective Date.

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

          “Intercreditor Agreements” shall mean the Receivables Intercreditor Agreement and the General Intercreditor Agreement.

          “Interest Gross-Up Date” shall have the meaning provided in Section 2.8(d).

          “Interest Payment” shall have the meaning provided in Section 2.8(d).

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

          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, Stock Equivalents (or any other capital contribution), bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit

with, or advance, loan or other extension of credit or capital contribution to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 364 days (inclusive of any rollover or extension of terms) arising in the ordinary course of business; or; (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness; or (d) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person; provided that, in the event that any Investment is made by the Parent Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through one or more other Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 10.5.

		“Investors” shall mean the Sponsors, the Management Investors, the ▇▇▇▇▇ Shareholders and each other investor providing a portion of the Equity Investments on the Closing Date.
		“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).
		“Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and the Parent Borrower (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer and relating to such Letter of Credit.
		“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit C, with such changes thereto as are consistent with Section 2.14 and are agreed to by the Parent Borrower and the Administrative Agent.
		“Joint Bookrunners” shall mean Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC.
		“Joint Lead Arrangers and Bookrunners” shall mean ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc.
		“Junior Indebtedness” shall have the meaning provided in Section 10.7(a) of the Original Credit Agreement.
		“JV Distribution Amount” shall mean, at any time, the aggregate amount of cash distributed to the Parent Borrower or any Restricted Subsidiary by any joint venture that is not a Subsidiary (regardless of the form of legal entity) since the Closing Date and prior to such time (without duplication of any amount treated as a reduction in the outstanding amount of Investments by the Parent Borrower or any Restricted Subsidiary pursuant to clause (d), (i) or (v) of Section 10.5) and only to the extent that neither the Parent Borrower nor any Restricted Subsidiary is under any obligation to repay such amount to such joint venture.

		“KKR” shall mean each of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P. and KKR Associates, L.P.
		“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars.
		“L/C Fee Gross-Up Date” shall have the meaning provided in Section 4.1(b).
		“L/C Fee Payment” shall have the meaning provided in Section 4.1(b).
		“L/C Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date.
		“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
		“L/C Participant” shall have the meaning provided in Section 3.3(a).
		“L/C Participation” shall have the meaning provided in Section 3.3(a).
		“Lender” shall have the meaning provided in the preamble to this Agreement and shall include each Lender under the Original Credit Agreement.
		“Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 3.3 or (b) a Lender having notified the Administrative Agent and/or the Parent Borrower in writing that it does not intend to comply with the obligations under Section 2.1(a), 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or (b) above or (c) a Lender becoming the subject of a bankruptcy or insolvency proceeding provided that a Lender Default shall not result solely by virtue of any control of or ownership interest, or the acquisition of any ownership interest, in such Lender or the exercise of control over such Person by a governmental authority or instrumentality thereof if and for so long as such ownership interest does not result in or provide such Person 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 Person (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm obligations such as those under this Agreement.
		“Letter of Credit” shall mean each letter of credit issued pursuant to Section 3.1 and shall include the Existing Letters of Credit.
		“Letter of Credit Commitment” shall mean $500,000,000, as the same may be reduced from time to time pursuant to Section 3.1.

		“Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (a) the Dollar Equivalent amount of the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).
		“Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).
		“Letter of Credit Issuer” shall mean (a) Bank of America, any of its Affiliates or any replacement or successor pursuant to Section 3.6 and (b) in the case of the Existing Letters of Credit issued by it, JPMorgan Chase Bank, N.A. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.
		“Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate Dollar Equivalent amount of the principal amount of all Unpaid Drawings.
		“Letter of Credit Request” shall have the meaning provided in Section 3.2.
		“Level I Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 6.00 to 1.00 as of such date; provided that from and after November 17, 2012 solely for purposes of determining the Applicable ABR Margin for Revolving Credit Loans and Swingline Loans, the Applicable LIBOR Margin for Revolving Credit Loans, Letter of Credit Fees and the Commitment Fee Rate, “Level I Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as of such date.
		“Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 5.50 to 1.00 as of such date; provided that from and after November 17, 2012 solely for purposes of determining the Applicable ABR Margin for Revolving Credit Loans and Swingline Loans, the Applicable LIBOR Margin for Revolving Credit Loans, Letter of Credit Fees and the Commitment Fee Rate, “Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.00 to 1.00 as of such date.
		“Level III Status” shall mean, on any date, the circumstance that neither Level I Status nor Level II Status exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 5.00 to 1.00 as of such date; provided that from and after November 17, 2012 solely for purposes of determining the Applicable ABR Margin for Revolving

Credit Loans and Swingline Loans, the Applicable LIBOR Margin for Revolving Credit Loans, Letter of Credit Fees and the Commitment Fee Rate, “Level III Status” shall mean, on any date, the circumstance that neither Level I Status nor Level II Status exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 3.50 to 1.00 as of such date.

          “Level IV Status” shall mean, on any date, the circumstance that none of Level I Status, Level II Status and Level III Status exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as of such date; provided that from and after November 17, 2012 solely for purposes of determining the Applicable ABR Margin for Revolving Credit Loans and Swingline Loans, the Applicable LIBOR Margin for Revolving Credit Loans, Letter of Credit Fees and the Commitment Fee Rate, “Level IV Status” shall mean, on any date, the circumstance that none of Level I Status, Level II Status or Level III Status exists.

          “Level V Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 4.50 to 1.00 as of such date; provided that from and after November 17, 2012 solely for purposes of determining the Applicable ABR Margin for Revolving Credit Loans and Swingline Loans, the Applicable LIBOR Margin for Revolving Credit Loans, Letter of Credit Fees and the Commitment Fee Rate, Level V Status shall not apply.

          “LIBOR Loan” shall mean any LIBOR Term Loan or LIBOR Revolving Credit Loan.

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

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

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

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

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

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

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

          “Mandatory Cost” shall mean, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01(e) of the Original Credit Agreement.

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

          “Material Subsidiary” shall mean, at any date of determination, (i) each Restricted Subsidiary of the Borrower (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 1% of the consolidated total assets of the Parent Borrower and the Restricted Subsidiaries at such date or (b) whose revenues during such Test Period were equal to or greater than 1% of the consolidated revenues of the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP and (ii) solely for purposes of Sections 11.5, 11.7, 11.8 and 11.9, each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections and that, when such Restricted Subsidiary’s total assets and revenues are aggregated with the total assets or revenues, as applicable, of each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections, would constitute a Material Subsidiary under clause (i) above using a 4% threshold in replacement of the 1% threshold in such clause (i).

          “Maturity Date” shall mean the Tranche A-1 Term Loan Maturity Date, the Tranche A-2 Term Loan Maturity Date, the Tranche B-1 Term Loan Maturity Date, the Tranche B-2 Term Loan Maturity Date, the Tranche B-3 Term Loan Maturity Date, the European-1 Tranche Term Loan Maturity Date or the Revolving Credit Maturity Date.

          “Maximum Tranche A-2 Accepted Amount” means the amount notified to the Administrative Agent in writing by the Parent Borrower prior to the Restatement Effective Date as the “Maximum Tranche A-2 Accepted Amount.”

          “Maximum Tranche B-3 Accepted Amount” means the amount notified to the Administrative Agent in writing by the Parent Borrower prior to the Restatement Effective Date as the “Maximum Tranche B-3 Accepted Amount.”

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

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

          “Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of LIBOR Loans denominated in Dollars, $10,000,000 (or, if less, the entire remaining Commitments under the applicable Credit Facility at the time of such Borrowing), (b) with respect to a Borrowing of ABR Loans (other than Swingline Loans), $1,000,000 (or, if less, the entire remaining Commitments under the applicable Credit Facility at the time of such Borrowing), (c) with respect to a Borrowing of Revolving Credit Loans denominated in Sterling, £5,000,000 (or, if less, the Available Commitments at the time of such Borrowing), (d) with respect to a Borrowing of Loans denominated in Euro, €10,000,000 (or, if less in the case of a Borrowing of Revolving Credit Loans, the Available Commitments at the time of such Borrowing).

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

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

          “Mortgage” shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement or other security document entered into by the owner of a Mortgaged Property and the Collateral Agent in respect of that Mortgaged Property to secure the Obligations, substantially in the form of the mortgages delivered under the Original Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time, and with respect to Mortgages entered into by the European Subsidiary Borrower or a European Guarantor, a mortgage in form and substance reasonably satisfactory to the Collateral Agent, entered into by the owner of a Mortgaged Property and the Collateral Agent in respect of that Mortgaged Property to secure the European Obligations.

          “Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements thereto owned by a Credit Party and identified on Schedule 1.1(b) to the Original Credit Agreement, and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 9.14.

          “Multicurrency Exposure” shall mean, for any Revolving Credit Lender at any date, the sum of (a) the aggregate Dollar Equivalent amount of the principal amount of Revolving Credit Loans denominated in Alternative Currencies of such Lender then outstanding, and (b) such Lender’s Letter of Credit Exposure in respect of Letters of Credit denominated in Alternative Currencies at such time.

          “Multicurrency Sublimit” shall mean, at any date, the lesser of (x) $400,000,000 and (y) the Total Revolving Credit Commitment at such date.

          “Net Cash Proceeds” shall mean, with respect to any Prepayment Event, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of the Parent Borrower or any of the Restricted Subsidiaries in respect of such Prepayment Event, as the case may be, less (b) the sum of:

     (i) the amount, if any, of all taxes paid or estimated to be payable by the Parent Borrower or any of the Restricted Subsidiaries in connection with such Prepayment Event,

     (ii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by the Parent Borrower or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,

     (iii) the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event (except that Net Cash Proceeds from an Asset Sale Prepayment Event shall not be reduced as a result of any repayment of any Existing Senior Second Lien Notes, Indebtedness secured by a Lien ranking pari passu with the Liens securing the Existing Senior Second Lien Notes or First Lien Obligations),

     (iv) in the case of any Asset Sale Prepayment Event or Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Prepayment Event that the Parent Borrower or any Restricted Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest) in the business of the Parent Borrower or any of the Restricted Subsidiaries (subject to Section 9.14), provided that any portion of such proceeds that has not been so reinvested within such Reinvestment Period (with respect to such Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless the Parent Borrower or a Restricted Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period or, if later, 180 days after the date such Borrower or such Restricted Subsidiary has entered into such binding commitment, as applicable (such last day or 180^th day, as applicable, the “Deferred Net Cash Proceeds Payment Date”), and (y) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i),

     (v) in the case of any Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, as applicable, applied during the Reinvestment Period to repay, repurchase, redeem or defease any Retained Indebtedness (a “Retained Indebtedness Repayment”) with a stated or final maturity (as of the Closing

Date) prior to the Tranche A-1 Term Loan Maturity Date (or, if all outstanding amounts under the Tranche A-1 Term Loan Facility have at such time been repaid in full, the Tranche B-1 Term Loan Maturity Date) in an aggregate amount which, together with all other amounts of Retained Indebtedness repaid, repurchased, redeemed or deferred pursuant to this clause (vi) since the Closing Date, does not exceed 5% of Consolidated Total Assets as of the then most recent Test Date with respect to which Section 9.1 Financials have been delivered; provided that (a) not later than five Business Days prior to such application of the proceeds of such Asset Sale or Casualty Event, the Parent Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer to the effect that such proceeds are being applied to prepay Retained Indebtedness in compliance with this Agreement and (b) any portion of such proceeds that has not been used to make a Retained Indebtedness Repayment within such Reinvestment Period shall be Net Cash Proceeds of such Assets Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period,

     (vii) in the case of any Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (vii)) attributable to minority interests and not available for distribution to or for the account of the Parent Borrower or a wholly-owned Restricted Subsidiary as a result thereof, and

     (viii) reasonable and customary fees paid by the Parent Borrower or a Restricted Subsidiary in connection with any of the foregoing,

in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

          “New Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Repayment Date” shall have the meaning provided in Section 2.5(d).

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

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

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

          “New Term Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Term Loan Lender” shall have the meaning provided in Section 2.14.

          “New Term Loan Maturity Date” shall mean the date on which a New Term Loan matures.

          “New Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(d).

          “New Term Loans” shall have the meaning provided in Section 2.14.

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

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

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

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

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

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

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

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

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

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

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

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

          “Obligations” shall mean the U.S. Obligations and the European Obligations, collectively.

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

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

          “Overnight Rate” shall mean, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the Letter of Credit Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in any Alternative Currency, the rate of interest per annum at which overnight deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable off-shore interbank market for such Alternative Currency to major banks in such interbank market.

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

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

          “Participating Member State” shall mean each state so described in any EMU Legislation.

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

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

          “Perfection Certificate” shall mean the perfection certificate, dated as of November 17, 2006, of the Credit Parties or any other form approved by the Administrative Agent.

          “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Parent Borrower or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law; (b) such acquisition shall result in the issuer of such Stock or Stock Equivalents becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent required by Section 9.11; (c) such acquisition shall result in the Administrative Agent, for the

benefit of the applicable Lenders, being granted a security interest in any Stock, Stock Equivalent or any assets so acquired, to the extent required by Sections 9.11, 9.12 and/or 9.14; (d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; (e) the aggregate fair market value (as determined in good faith by the Parent Borrower) of all Investments funded or financed in any Persons that do not become Guarantors in connection with all such acquisitions following the Closing Date in reliance on Section 10.5(h) shall not exceed $1,500,000,000 (it being understood that additional Investments in Persons that are not Credit Parties may be made in connection with Permitted Acquisitions in reliance on any exception in Section 10.5 other than clause (h) thereof); and (f) the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(j) and 10.1(k), respectively, and any related Pro Forma Adjustment), with the covenant set forth in Section 10.8 for the most recently ended Test Period under such Section as if such acquisition had occurred on the first day of such Test Period.

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

          “Permitted Investments” shall mean:

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

     (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of

not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or ▇▇▇▇▇’▇ (or, if at any time neither S&P nor ▇▇▇▇▇’▇ shall be rating such obligations, then from another nationally recognized rating service);

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

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

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

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

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

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

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

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

          “Permitted Liens” shall mean:

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

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

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

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

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

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

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

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

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

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

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

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

     (m) Liens on accounts receivable and related assets incurred in connection with a Permitted Receivables Financing.

          “Permitted Receivables Financing” shall mean any customary accounts receivable financing facility (including customary back-to-back intercompany arrangements in respect thereof) to the extent the amount thereof does not exceed the amount permitted by Section 10.1(a).

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

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

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

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

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

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

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

          “Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

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

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

          “Principal Properties Certificate” shall mean a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent at the time of delivery of the financial statements set forth in Section 9.1(a), setting forth, as of the end of such fiscal year, a calculation of the Principal Properties Secured Amount.

          “Principal Properties Permitted Amount” shall mean an amount equal to 10% of Consolidated Net Tangible Assets (as defined in the 1993 Indenture on the Closing Date) determined as of the Closing Date.

          “Principal Properties Secured Amount” shall mean, as of any date of determination, the aggregate fair market value of the Principal Properties that are the subject of Mortgages securing the Obligations, determined by the Parent Borrower acting reasonably and in good faith using a multiple of five (5) times EBITDA of such Principal Properties for the most recent four fiscal quarter period as to which Section 9.1 Financials shall have been delivered.

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

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

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

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

          “Qualified Holdings Debt” shall mean (1) any Indebtedness issued by Holdings (a) that does not provide for any cash interest payments thereon prior to the fifth anniversary of the date of issuance thereof, (b) that does not have any scheduled payment of principal prior to the Final Maturity Date (determined as of the date such Indebtedness was incurred) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), and (c) that is not guaranteed by, or secured by a Lien on any assets of, the Parent Borrower or any of the Restricted Subsidiaries.

          “Qualifying Lender” shall mean:

     (i) a Lender (other than a Lender within sub-paragraph (D) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under this Agreement and/or any other Credit Document; and is

     (A) a Lender:

     (1) which is a bank (as defined for the purpose of section 349 of the Taxes Act) making an advance under this Agreement and/or any other Credit Document; or

     (2) in respect of an advance made under this Agreement and/or any other Credit Document by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act) at the time that the advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of the advance; or

(B) a Lender which is:

     (1) a company resident in the United Kingdom for United Kingdom tax purposes;

     (2) a partnership each member of which is:

	(a)		a company resident of the United Kingdom for United Kingdom tax purposes; or
	(b)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits for the purposes of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of the Taxes Act;

     (3) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (for the purposes of section 11(2) of the Taxes Act) of that company; or

(C) a Treaty Lender; or

(D) a building society (as defined for the purpose of section 477A of the Taxes Act).

          “Ratio First Lien Indebtedness” shall mean New Term Loans or Future Secured Debt constituting First Lien Obligations, in each case, which are designated by an Authorized Officer of the Parent Borrower as “Ratio First Lien Indebtedness” pursuant to a certificate delivered to the Administrative Agent not later than the date such New Term Loans are borrowed or Future Secured Debt is issued; provided that immediately after giving effect to the borrowing of

such New Term Loans or incurrence of Future Secured Debt and the application of proceeds therefrom on a Pro Forma Basis, the Consolidated First Lien Debt to Consolidated EBITDA Ratio (calculated for this purpose, without regard to any reduction in Consolidated Total Debt pursuant to clause (b) of the definition thereof) is not greater than 3.75 to 1.0.

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

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

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

          “Receivables Collateral Agent” shall mean the collateral agent under the ABL Facility.

          “Receivables Intercreditor Agreement” shall mean the Receivables Intercreditor Agreement, dated as of November 17, 2006, among the Collateral Agent, the Receivables Collateral Agent and the Trustee under the Initial Senior Second Lien Notes Indenture, as the same may be amended, restated, modified or waived from time to time.

          “Refinanced Term Loans” shall have the meaning provided in Section 14.1.

          “Refinancing Future Secured Debt” shall mean Future Secured Debt that is issued for cash consideration to the extent the Parent Borrower delivers a certificate of an Authorized Officer to the Administrative Agent no later than the date of issuance of such Future Secured Debt designating such Future Secured Debt as “Refinancing Future Secured Debt.”

          “Refinancing Term Loans” shall mean any New Term Loans designated as “Refinancing Term Loans” in the applicable Joinder Agreement.

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

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

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

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

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

          “Reinvestment Period” shall mean 15 months following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event.

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

          “Repayment Amount” shall mean a Tranche A-1 Repayment Amount, a Tranche A-2 Repayment Amount, a Tranche B-1 Repayment Amount, a Tranche B-2 Repayment Amount, a Tranche B-3 Repayment Amount, a European-1 Tranche Repayment Amount, a New Term Loan Repayment Amount with respect to any Series or an Extended Term Loan Repayment Amount with respect to any Extension Series, as applicable.

          “Replacement Revolving Credit Commitments” shall have the meaning set forth in Section 2.14(b)(ii).

          “Replacement Revolving Credit Loan” shall have the meaning set forth in Section 2.14(b)(ii).

          “Replacement Revolving Credit Series” shall have the meaning set forth in Section 2.14(b)(ii).

          “Replacement Term Loans” shall have the meaning provided in Section 14.1.

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

          “Required European-1 Tranche Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a Dollar Equivalent of a majority of the aggregate outstanding principal amount of the European-1 Tranche Term Loans (excluding European-1 Tranche Term Loans held by Defaulting Lenders) at such date.

          “Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the Dollar Equivalent of the sum of (i) the Adjusted Total Revolving Credit Commitment at such date, (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the Total Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant to Section 11, Non-Defaulting Lenders having or holding a majority of the Dollar Equivalent of the outstanding principal amount of the Loans and Letter of Credit Exposure (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.

          “Required Revolving Credit Lenders” shall mean, at any date, Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the

Revolving Credit Exposure (excluding Revolving Credit Exposure of Defaulting Lenders) at such time).

          “Required Tranche A-1 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the aggregate outstanding principal amount of the Tranche A-1 Term Loans (excluding Tranche A-1 Term Loans held by Defaulting Lenders) at such date.

          “Required Tranche A-2 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the aggregate outstanding principal amount of the Tranche A-2 Term Loans (excluding Tranche A-2 Term Loans held by Defaulting Lenders) at such date.

          “Required Tranche B-1 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the aggregate outstanding principal amount of the Tranche B-1 Term Loans (excluding Tranche B-1 Term Loans held by Defaulting Lenders) at such date.

          “Required Tranche B-2 Term Loan Lenders” shall mean, at any date, Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B-2 Term Loans (excluding Tranche B-2 Term Loans held by Defaulting Lenders) at such date.

          “Required Tranche B-3 Term Loan Lenders” shall mean, at any date, Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B-3 Term Loans (excluding Tranche B-3 Term Loans held by Defaulting Lenders) at such date.

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

          “Reserve Amount” shall mean:

     (a) with respect to (I) (A) any Tranche A-1 Term Loan for any period and (B) any Revolving Credit Loan or Swingline Loan for any period (or portion thereof) ending prior to November 17, 2012, (i) if Level I Status, Level II Status or Level III Status is in effect as of the beginning of such period, an amount equal to 0.50% per annum on the average aggregate daily principal amount of such Loan over such period, (ii) if Level IV Status is in effect as of the beginning of such period, an amount equal to 0.25% per annum on the average aggregate principal amount of such Loan over such period and (iii) if Level V Status is in effect as of the beginning of such period, zero and (II) any Revolving Credit Loan or Swingline Loan for any period (or portion thereof) from and after November 17, 2012, (i) if Level I Status or Level II Status is in effect as of the beginning of such period, an amount equal to 0.50% per annum on the average aggregate daily principal amount of such Loan over such period, (ii) if Level III Status is in effect as of the beginning of such period, an amount equal to 0.25% per annum on the average aggregate

daily principal amount of such Loan over such period and (iii) if Level IV Status is in effect as of the beginning of such period, zero;

     (b) (A) with respect to any Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan, Tranche B-2 Term Loan or Tranche B-3 Term Loan for any period, zero and (B) with respect to any European-1 Tranche Term Loan for any period, (i) if Level I Status is in effect as of the beginning of such period, an amount equal to 0.25% per annum on the average aggregate principal amount of such Loan over such period and (ii) if Level II Status, Level III Status, Level IV Status or Level V Status is in effect as of the beginning of such period, zero;

     (c) with respect to any Letter of Credit Fee on any Letter of Credit for any period (or portion thereof) (I) ending prior to November 17, 2012, (i) if Level I Status, Level II Status or Level III Status is in effect as of the beginning of such period, an amount equal to 0.50% per annum on the average aggregate daily Stated Amount of such Letters of Credit over such period, (ii) if Level IV Status is in effect as of the beginning of such period, an amount equal to 0.25% per annum on the average aggregate daily Stated Amount of such Letters of Credit over such period, and (iii) if Level V Status is in effect as of the beginning of such period, zero and (II) from and after November 17, 2012, (i) if Level I Status or Level II Status is in effect as of the beginning of such period, an amount equal to 0.50% per annum on the average aggregate daily Stated Amount of such Letters of Credit over such period, (ii) if Level III Status is in effect as of the beginning of such period, an amount equal to 0.25% per annum on the average aggregate daily Stated Amount of such Letters of Credit over such period, and (iii) if Level IV Status is in effect as of the beginning of such period, zero;

     (d) with respect to any Commitment Fee on any Available Commitment for any period (or portion thereof) (I) ending prior to November 17, 2012, (i) if Level I Status or Level II Status is in effect as of the beginning of such period, an amount equal to 0.125% per annum on the average aggregate daily amount of such Available Commitment over such period and (ii) if Level III Status, Level IV Status or Level V Status is in effect as of the beginning of such period, zero and (II) from and after November 17, 2012 (i) if Level I Status is in effect as of the beginning of such period, an amount equal to 0.125% per annum on the average aggregate daily amount of such Available Commitment over such period and (ii) if Level II Status, Level III Status or Level IV Status is in effect as of the beginning of such period, zero;

provided that notwithstanding the foregoing, during the fiscal quarter during which the Revolving Credit Maturity Date (in the case of Revolving Credit Loans, Swingline Loans, Letter of Credit Fees and Commitment Fees), Tranche A-1 Term Loan Maturity Date (in the case of Tranche A-1 Term Loans) or European-1 Tranche Term Loan Maturity Date (in the case of European-1 Tranche Term Loans) is scheduled to occur, the Reserve Amount for such Loan, Letter of Credit Fee or Commitment Fee, as applicable, shall be zero.

For the avoidance of doubt, the per annum rate to be used in the determination of the Reserve Amount for any interest, Letter of Credit Fee or Commitment Fee shall be determined in the same manner as for the underlying interest or fee in accordance with Section 5.5.

          “Restatement Agreement” shall mean the Restatement Agreement, dated as of May 4, 2011 by and among the Credit Parties, the Administrative Agent and the other parties thereto.

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

          “Restricted Foreign Subsidiary” shall mean a Foreign Subsidiary that is a Restricted Subsidiary.

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

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

          “Revaluation Date” shall mean (a) with respect to any Revolving Credit Loan, each of the following: (i) each date of a Borrowing of a Revolving Credit Loan or Swingline Loan, (ii) each date of a continuation of a Revolving Credit Loan pursuant to Section 2.6, and (iii) such additional dates as the Administrative Agent shall determine or the Required Revolving Credit Lenders shall require; (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of any such Letter of Credit, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Letter of Credit Issuer under any Letter of Credit, and (iv) such additional dates as the Administrative Agent or the Letter of Credit Issuer shall determine or the Required Revolving Credit Lenders shall require; and (c) in the case of Term Loans, (i) any date of prepayment of Term Loans pursuant to Section 5.2 and (ii) such other dates as the Administrative Agent may determine.

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

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

(a) such Lender’s Revolving Credit Exposure at such time by (b) the Revolving Credit Exposure of all Lenders at such time.

          “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate Dollar Equivalent amount of the principal amount of Revolving Credit Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at such time and (c) such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Swingline Loans at such time.

          “Revolving Credit Facility” shall mean the Credit Facility consisting of the Revolving Credit Commitments and the extensions of credit thereunder.

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

          “Revolving Credit Loans” shall have the meaning provided in Section 2.1(b) and shall include each Replacement-1 Revolving Credit Loan outstanding under the Original Credit Agreement as of the Restatement Effective Date.

          “Revolving Credit Maturity Date” shall mean November 17, 2015, or, if such date is not a Business Day, the next preceding Business Day.

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

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

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

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

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

          “Section 2.14(e) Additional Amendment” shall have the meaning set forth in Section 2.14(e).

          “Section 2.14(f) Additional Amendment” shall have the meaning set forth in Section 2.14(f)(iii).

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

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

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

          “Secured Parties” shall mean the U.S. Secured Parties and the European Secured Parties, collectively.

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

          “Security Documents” shall mean the U.S. Security Documents and the European Security Documents, collectively.

          “Senior Second Lien Notes Collateral” shall mean the U.S. Collateral (other than any Principal Properties except to the extent that the 1993 Indenture has ceased to be in effect as a result of a satisfaction and discharge or defeasance thereof in accordance with its terms).

          “Series” shall have the meaning as provided in Section 2.14.

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

          “Solvent” shall mean, with respect to any Person, that as of the Closing Date, (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such

contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

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

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

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

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

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

          “Status” shall mean, as to the Parent Borrower as of any date, the existence of Level I Status, Level II Status, Level III Status, Level IV Status or, except in the case of the Revolving Credit Facility on or after November 17, 2012, Level V Status, as the case may be, on such date. Changes in Status resulting from changes in the Consolidated Total Debt to ▇▇▇▇▇▇▇-

dated EBITDA Ratio shall become effective as of the first day following each date that (a) Section 9.1 Financials are delivered to the Lenders under Section 9.1 and (b) an officer’s certificate is delivered by the Parent Borrower to the Lenders setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that each determination of the Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made as of the end of the Test Period ending at the end of the fiscal period covered by the relevant Section 9.1 Financials.

          “Sterling” or “£” shall mean lawful currency of the United Kingdom.

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

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

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

          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any limited liability company, partnership, association, joint venture or other entity of which such Person (i) directly or indirectly through Subsidiaries owns or controls more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partner interests and (ii) is a controlling general partner or otherwise controls such entity at such time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent Borrower.

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

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

          “Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) that is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property shall have been granted or

become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the title insurance company issuing the corresponding Mortgage, (iv) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue such endorsements as the Collateral Agent may reasonably request or (b) otherwise acceptable to the Collateral Agent.

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

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

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

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

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

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

          “TARGET Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

          “Tax Confirmation” shall mean a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under this Agreement and/or any other Credit Document is either:

     (i) a company resident in the United Kingdom for United Kingdom Tax purposes; or

     (ii) a partnership each member of which is:

(A)

a company so resident in the United Kingdom; or

(B)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (for the purposes of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of the Taxes Act; or

     (iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (for the purposes of section 11(2) of the Taxes Act)of that company.

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

          “Taxes Act” shall mean the Income and Corporation Taxes Act of 1988.

          “Term Loans” shall mean the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans, the European-1 Tranche Term Loans, any New Term Loans and any Extended Term Loans, collectively.

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

          “Toggle Notes” shall mean $1,500,000,000 aggregate original principal amount of 9⅝/10⅜% senior secured toggle notes due 2016 and any PIK Interest Amount with respect thereto.

          “Total Credit Exposure” shall mean, at any date, the sum, without duplication, of (a) the Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment shall have terminated on such date, the aggregate Revolving Credit Exposure of all Lenders at such date), (b) the Total Term Loan Commitment at such date and (c) without duplication of clause (b), the Dollar Equivalent of the aggregate outstanding principal amount of all Term Loans at such date.

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

          “Total Term Loan Commitment” shall mean the sum of the New Term Loan Commitments, if applicable, of all the Lenders.

          “Tranche A-1 Repayment Amount” shall have the meaning provided in Section 2.5(b)(i).

          “Tranche A-1 Repayment Date” shall have the meaning provided in Section 2.5(b)(i).

          “Tranche A-1 Term Loan” shall mean each Tranche A-1 Term Loan (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement.

          “Tranche A-1 Term Loan Amortization Adjustment Factor” shall mean a fraction (x) the numerator of which is the aggregate principal amount of Tranche A-1 Term Loans outstanding under this Agreement on the Restatement Effective Date immediately following the conversion of a portion of the Tranche A-1 Term Loans to Tranche A-2 Term Loans pursuant to Section 2.1(a) and (y) the denominator of which is the aggregate principal amount of Tranche A-1 Term Loans outstanding immediately prior to such conversion.

          “Tranche A-1 Term Loan Facility” shall mean the Credit Facility consisting of the Tranche A-1 Term Loans.

          “Tranche A-1 Term Loan Lender” shall mean each Lender with a Tranche A-1 Term Loan.

          “Tranche A-1 Term Loan Maturity Date” shall mean November 17, 2012, or, if such date is not a Business Day, the next preceding Business Day.

          “Tranche A-2 Converted Amount” shall mean, with respect to any Tranche A-1 Term Lender a principal amount (notified to such Lender by the Administrative Agent and rounded upward or downward to the nearest whole $0.01 by the Administrative Agent in its sole discretion) equal to the product of (x) the Tranche A-2 Pro Ration Factor and (y) such Lender’s Tranche A-2 Submitted Amount.

          “Tranche A-2 Pro Ration Factor” shall mean the lesser of (i) 1.0 and (ii) a fraction, the numerator of which is the Maximum Tranche A-2 Accepted Amount and the denominator of which is the sum of the Tranche A-2 Submitted Amounts of all Lenders.

          “Tranche A-2 Repayment Amount” shall have the meaning provided in Section 2.5(b)(ii).

          “Tranche A-2 Repayment Date” shall have the meaning provided in Section 2.5(b)(ii).

          “Tranche A-2 Submitted Amount” shall mean, with respect to any Lender, the lesser of (i) the principal amount of all of such Lender’s Tranche A-1 Term Loans under the Original Credit Agreement on the Restatement Effective Date (immediately prior to the effectiveness of this Agreement) and (ii) the amount (indicated on such Lender’s counterpart to the Restatement Agreement) of such Lender’s Tranche A-1 Term Loans submitted for conversion to Tranche A-2 Term Loans.

          “Tranche A-2 Term Loan” shall have the meaning provided in Section 2.1(a)(i)(y).

          “Tranche A-2 Term Loan Facility” shall mean the Credit Facility consisting of the Tranche A-2 Term Loans.

          “Tranche A-2 Term Loan Lender” shall mean each Lender with a Tranche A-2 Term Loan.

          “Tranche A-2 Term Loan Maturity Date” shall mean May 2, 2016, or, if such date is not a Business Day, the next preceding Business Day.

          “Tranche B-1 Repayment Amount” shall have the meaning provided in Section 2.5(c)(i).

          “Tranche B-1 Repayment Date” shall have the meaning provided in Section 2.5(c)(i).

          “Tranche B-1 Term Loan” shall mean each Tranche B-1 Term Loan (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement.

          “Tranche B-1 Term Loan Facility” shall mean the Credit Facility consisting of the Tranche B-1 Term Loans.

          “Tranche B-1 Term Loan Lender” shall mean each Lender with a Tranche B-1 Term Loan.

          “Tranche B-1 Term Loan Maturity Date” shall mean November 17, 2013, or, if such date is not a Business Day, the first Business Day thereafter.

          “Tranche B-2 Repayment Amount” shall have the meaning provided in Section 2.5(c)(iii).

          “Tranche B-2 Repayment Date” shall have the meaning provided in Section 2.5(c)(iii).

          “Tranche B-2 Term Loan” shall mean each Tranche B-2 Term Loan (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement.

          “Tranche B-2 Term Loan Lender” shall mean a Lender with an outstanding Tranche B-2 Term Loan.

          “Tranche B-2 Term Loan Maturity Date” shall mean March 31, 2017, or, if such date is not a Business Day, the next preceding Business Day.

          “Tranche B-3 Converted Amount” shall mean, with respect to any Lender a principal amount (notified to such Lender by the Administrative Agent and rounded upward or downward to the nearest whole $0.01 by the Administrative Agent in its sole discretion) equal to the product of (x) the Tranche B-3 Pro Ration Factor and (y) such Lender’s Tranche B-3 Submitted Amount.

          “Tranche B-3 Pro Ration Factor” shall mean the lesser of (i) 1.0 and (ii) a fraction, the numerator of which is the Maximum Tranche B-3 Accepted Amount and the denominator of which is the sum of the Tranche B-3 Submitted Amounts of all Lenders.

          “Tranche B-3 Repayment Amount” shall have the meaning provided in Section 2.5(c)(iv).

          “Tranche B-3 Repayment Date” shall have the meaning provided in Section 2.5(c)(iv).

          “Tranche B-3 Submitted Amount” shall mean, with respect to any Lender, the lesser of (i) the aggregate principal amount of all of such Lender’s Tranche A-1 Term Loans (other than Tranche A-1 Term Loans included in such Lenders Tranche A-2 Converted Amount) and Tranche B-1 Term Loans under the Original Credit Agreement on the Restatement Effective Date (immediately prior to the effectiveness of this Agreement) and (ii) the amount (indicated on such Lender’s counterpart to the Restatement Agreement) of such Lender’s Tranche A-1 Term Loans and Tranche B-1 Term Loans submitted for conversion to Tranche B-3 Term Loans.

          “Tranche B-3 Term Loan” shall have the meaning assigned to such term in Section 2.1(a)(ii)(y).

          “Tranche B-3 Term Loan Facility” shall mean the Credit Facility consisting of the Tranche B-3 Term Loans.

          “Tranche B-3 Term Loan Lender” shall mean each Lender with a Tranche B-3 Term Loan.

          “Tranche B-3 Term Loan Maturity Date” shall mean May 1, 2018, or, if such date is not a Business Day, the next preceding Business Day.

          “Transaction Expenses” shall have the meaning given such term by the Original Credit Agreement.

          “Transactions” shall have the meaning given such term by the Original Credit Agreement.

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

          “Treaty Lender” shall mean a Lender which:

     (i) is treated as a resident of a Treaty State for the purposes of the relevant Treaty; and

     (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in a Loan is effectively connected.

          “Treaty State” shall mean a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

          “Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its nature as an ABR Loan or a LIBOR Revolving Credit Loan.

          “UK Pension Letter of Credit” shall mean that certain Letter of Credit to be issued to the trustees of the HCA International Final Salary Pension Scheme by Bank of America, N.A., as a Letter of Credit Issuer under this Agreement, with a face amount of approximately £20,408,000 and an expiry date of approximately February 20, 2015.

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

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

          “Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Parent Borrower that is formed or acquired after the Closing Date, provided that at such time (or promptly thereafter) the Parent Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary subsequently designated as an Unrestricted Subsidiary by the Parent Borrower in a written notice to the Administrative Agent, provided that in the case of (b), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it previously had been designated as an Unrestricted Subsidiary; and provided further in the case of (a) and (b), (x) such designation shall be deemed to be an Investment (or reduction in an outstanding Investment, in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary), on the date of such designation in an amount equal to the sum of (i) the Parent Borrower’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Parent Borrower or any other Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation after giving Pro Forma Effect thereto and the Parent Borrower shall be in compliance with the covenant set forth in Section 10.8 determined on a Pro

Forma Basis after giving effect to such designation and (c) each Subsidiary of an Unrestricted Subsidiary. The Parent Borrower may, by written notice to the Administrative Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, and thereafter, such Subsidiary shall no longer constitute an Unrestricted Subsidiary, but only if no Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits. Notwithstanding the foregoing, the European Subsidiary Borrower shall always be a Restricted Subsidiary for so long as any European-1 Tranche Term Loans are outstanding.

          “U.S. Collateral” shall mean all property pledged or purported to be pledged pursuant to the U.S. Security Documents.

          “U.S. Credit Facilities” shall mean the Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility, the Tranche B-1 Term Loan Facility, the Tranche B-2 Term Loan Facility, the Tranche B-3 Term Loan Facility, the New Term Loans (of each Series) and the Extended Term Loans (of each Extension Series) (to the extent made to the Parent Borrower) and the Revolving Credit Facility.

          “U.S. Credit Party” shall mean the Parent Borrower and the U.S. Guarantors.

          “U.S. Guarantee” shall mean (a) the U.S. Guarantee, dated as of the Closing Date, made by the Parent Borrower and each U.S. Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary that is a Domestic Subsidiary in form and substance reasonably acceptable to the Administrative Agent, in each case as the same may be amended, supplemented or otherwise modified from time to time.

          “U.S. Guarantors” shall mean (a) each Domestic Subsidiary that was party to the U.S. Guarantee on the Closing Date and (b) each Domestic Subsidiary that became or becomes a party to the U.S. Guarantee after the Closing Date pursuant to Section 9.11 or otherwise.

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

          “U.S. Pledge Agreement” shall mean (a) the U.S. Pledge Agreement, dated as of the Closing Date, by and among the U.S. Credit Parties party thereto and the Collateral Agent for the benefit of the Secured Parties, and (b) any other pledge agreement with respect to all of the Obligations delivered pursuant to Section 9.12, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

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

          “U.S. Security Agreement” shall mean the Security Agreement, dated as of the Closing Date, by and among the Parent Borrower, the other grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time.

          “U.S. Security Documents” shall mean, collectively, (a) the U.S. Guarantee, (b) the U.S. Pledge Agreement, (c) the U.S. Security Agreement, (d) the Mortgages, (e) the Intercreditor Agreements, (f) the First Lien Intercreditor Agreement and (g) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11, 9.12 or 9.14 or pursuant to any other such U.S. Security Documents or Future Secured Debt Documents to secure all of the Obligations.

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

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

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

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

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

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

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

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

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

          1.3. Accounting Terms.

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

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

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

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

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

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

          1.7. Reserve Amounts. The provisions of Section 2.8 and Section 4.1 relating to the establishment of Reserve Amounts are intended to give the Borrowers, the Lenders and the L/C Participants the practical benefits of any change in Status (whether resulting in an increase or decrease in the fees payable hereunder from time to time) resulting from delivery of Section 9.1 Financials with respect to the immediately preceding fiscal quarter within certain time periods following the commencement of a fiscal quarter as though any such change of Status had occurred on the first day of such fiscal quarter. The Administrative Agent and the Borrowers may amend the provisions of Section 2.8 and Section 4.1 without the consent of any Lender in any manner reasonably believed by the Administrative Agent and the Borrowers to be not materially adverse the Lenders in order to better effectuate the provisions set forth therein for achieving such benefits.

SECTION 2. Amount and Terms of Credit

          2.1. Effect of Restatement on Loans and Letters of Credit under the Original Credit Agreement.

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

     (i) (x) the Tranche A-1 Term Loan of each Lender (other than any portion thereof included in the Tranche A-2 Converted Amount or Tranche B-3 Converted Amount of such Lender) under the Original Credit Agreement shall remain outstanding under this Agreement as a Tranche A-1 Term Loan from such Lender to the Parent Borrower, (y) the Tranche A-2 Converted Amount of each Lender’s Tranche A-1 Term Loan under the Original Credit Agreement shall automatically be converted into a loan (a “Tranche A-2 Term Loan”) under this Agreement from such Lender to the Parent Borrower denominated in Dollars in a principal amount equal to such Lender’s Tranche A-2 Converted Amount of its Tranche A-1 Term Loan under the Original Credit Agreement with an initial Interest Period equal to the unexpired portion of the Interest Period applicable to the Tranche A-1 Term Loans on the Restatement Effective Date and with an initial LIBOR Rate equal to the LIBOR Rate for the Tranche A-1 Term Loans for the Interest Period in effect on the Restatement Effective Date and (z) the Tranche B-3 Converted Amount of each Lender’s Tranche A-1 Term Loan under the Original Credit Agreement shall automatically be converted into a Tranche B-3 Term Loan from such Lender to the Parent Borrower in a principal amount equal to such Lender’s Tranche B-3 Converted Amount of its Tranche A-1 Term Loan under the Original Credit Agreement with an initial Interest Period equal to the unexpired portion of the Interest Period applicable to the Tranche A-1 Term Loans on the Restatement Effective Date and with an initial LIBOR

Rate equal to the LIBOR Rate for the Tranche A-1 Term Loans for the Interest Period in effect on the Restatement Effective Date;

     (ii) (x) the Tranche B-1 Term Loan of each Lender (other than any portion thereof included in the Tranche B-3 Converted Amount of such Lender) under the Original Credit Agreement shall remain outstanding under this Agreement as a Tranche B-1 Term Loan from such Lender to the Parent Borrower and (y) the Tranche B-3 Converted Amount of each Lender’s Tranche B-1 Term Loan under the Original Credit Agreement shall automatically be converted into a loan (a “Tranche B-3 Term Loan”) under this Agreement from such Lender to the Parent Borrower denominated in Dollars in a principal amount equal to such Lender’s Tranche B-3 Converted Amount with an initial Interest Period equal to the unexpired portion of the Interest Period applicable to the Tranche B-1 Term Loans on the Restatement Effective Date and with an initial LIBOR Rate equal to the LIBOR Rate for the Tranche B-1 Term Loans for the Interest Period in effect on the Restatement Effective Date;

     (iii) the Tranche B-2 Term Loan of each Lender under the Original Credit Agreement shall remain outstanding under this Agreement as a Tranche B-2 Term Loan from such Lender to the Parent Borrower;

     (iv) the European-1 Tranche Term Loan of each Lender under the Original Credit Agreement shall remain outstanding under this Agreement as a European-1 Tranche Term Loan from such Lender to the European Subsidiary Borrower;

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

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

     (vii) each Existing Letter of Credit shall continue as a Letter of Credit under this Agreement.

Any Term Loans (i) may at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans (except in the case of European-1 Tranche Term Loans) or LIBOR Term Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed.

          (b) (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Parent Borrower, which Revolving Credit Loans (in the case of any Revolving Credit Loan not outstanding on the Restatement Effective Date) (A) shall be made at any time and from time to time prior to the Revolving Credit Maturity Date, (B) may, at the option of the Parent Borrower be incurred and maintained as, and/or converted

into, ABR Loans (in the case of Revolving Credit Loans denominated in Dollars only) or LIBOR Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in effect.

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

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

          (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Per-

centage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Parent Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.

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

          2.3. Notice of Borrowing.

          (a) The applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans if such Term Loans are to be initially LIBOR Loans denominated in Dollars and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Term Loans if such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall specify (i) the aggregate principal amount of the Term Loans to be made, (ii) the date of the Borrowing and (iii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially

applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

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

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

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

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

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

          2.4. Disbursement of Funds.

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

          (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in the applicable currency and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to an account designated by the applicable Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the applicable Borrower and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the applicable Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans.

          (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

          2.5. Repayment of Loans; Evidence of Debt.

          (a) The Parent Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, (i) on the Tranche A-1 Term Loan Maturity Date, the then-outstanding Tranche A-1 Term Loans, in Dollars, (ii) on the Tranche A-2 Term Loan Maturity

Date, the then-outstanding Tranche A-2 Term Loans, in Dollars, (iii) on the Tranche B-1 Term Loan Maturity Date, the then-outstanding Tranche B-1 Term Loans, in Dollars, (iv) on the Tranche B-2 Term Loan Maturity Date, the then-outstanding Tranche B-2 Term Loans, in Dollars and (v) on the Tranche B-3 Term Loan Maturity Date, the then-outstanding Tranche B-3 Term Loans in Dollars. The European Subsidiary Borrower shall repay to the Administrative Agent, for the benefit of the European-1 Tranche Term Loan Lenders, on the European-1 Tranche Term Loan Maturity Date, the then-outstanding European-1 Tranche Term Loans, in Euro. The Parent Borrower shall repay to the Administrative Agent for the benefit of the Revolving Credit Lenders, on the Revolving Credit Maturity Date, the then outstanding Revolving Credit Loans made to the Parent Borrower in the currencies in which such Revolving Credit Loans are denominated. The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the account of the Swingline Lender, on the Swingline Maturity Date, the then-outstanding Swingline Loans.

          (b) (i) The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche A-1 Term Loan Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche A-1 Repayment Date”), a principal amount in respect of the Tranche A-1 Term Loans (rounded upwards, if necessary, to the next $0.01) equal to the product of (x) the applicable amount set forth below and (y) the Tranche A-1 Term Loan Amortization Adjustment Factor (each, a “Tranche A-1 Repayment Amount”):

		Tranche A-1
Date		Repayment Amount
June 30, 2011		$	48,794,774.92
September 30, 2011		$	95,401,449.11
December 31, 2011		$	95,401,449.11
March 31, 2012		$	238,503,622.78
June 30, 2012		$	238,503,622.78
September 30, 2012		$	238,503,622.78
Tranche A-1 Term Loan Maturity Date		Remaining outstanding amounts

          (ii) The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche A-2 Term Loan Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche A-2 Repayment Date”), a principal amount in respect of the Tranche A-2 Term Loans equal to (x) the aggregate principal amount of the Tranche A-2 Term Loans outstanding on the Restatement Effective Date multiplied by (y) the percentage set forth below opposite such Tranche A-2 Repayment Date (or the entire remaining outstanding amount in the case of the Tranche A-2 Term Loan Maturity Date) (each, a “Tranche A-2 Repayment Amount”):

		Tranche A-2
Date		Repayment Amount
June 30, 2011			1.25	%
September 30, 2011			1.25	%
December 31, 2011			1.25	%
March 31, 2012			1.25	%
June 30, 2012			1.25	%
September 30, 2012			1.25	%
December 31, 2012			1.25	%
March 31, 2013			1.25	%
June 30, 2013			1.25	%
September 30, 2013			1.25	%
December 31, 2013			1.25	%
March 31, 2014			1.25	%
June 30, 2014			1.25	%
September 30, 2014			1.25	%
December 31, 2014			1.25	%
March 31, 2015			1.25	%
June 30, 2015			1.25	%
September 30, 2015			1.25	%
December 31, 2015			1.25	%
Tranche A-2 Term Loan
Maturity Date		Remaining outstanding amounts

          (c) (i) The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche B-1 Term Loan Lenders, on the Tranche B-1 Term Loan Maturity Date (the “Tranche B-1 Repayment Date”), the principal amount of all then outstanding Tranche B-1 Term Loans (the “Tranche B-1 Repayment Amount”).

          (ii) The European Subsidiary Borrower shall pay to the Administrative Agent, in Euro, for the benefit of the European-1 Tranche Term Loan Lenders, on the European-1 Tranche Term Loan Maturity Date (the “European-1 Tranche Repayment Date”), the principal amount of all then outstanding European-1 Tranche Term Loans (the “European-1 Tranche Repayment Amount”).

          (iii) The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche B-2 Term Loan Lenders, on each date set forth below (each, a “Tranche B-2 Repayment Date”), a principal amount in respect of the Tranche B-2 Term Loans equal to the amount set forth below opposite such Tranche B-2 Repayment Date (each, a “Tranche B-2 Repayment Amount”):

		Tranche B-2
Date		Repayment Amount
December 31, 2013		$	5,000,000
March 31, 2014		$	5,000,000
June 30, 2014		$	5,000,000

		Tranche B-2
Date		Repayment Amount
September 30, 2014		$	5,000,000
December 31, 2014		$	5,000,000
March 31, 2015		$	5,000,000
June 30, 2015		$	5,000,000
September 30, 2015		$	5,000,000
December 31, 2015		$	5,000,000
March 31, 2016		$	5,000,000
June 30, 2016		$	5,000,000
September 30, 2016		$	5,000,000
December 31, 2016		$	5,000,000
Tranche B-2 Term Loan
Maturity Date		Remaining outstanding amounts

          (iv) The Parent Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche B-3 Term Loan Lenders, on each date set forth below (each, a “Tranche B-3 Repayment Date”), a principal amount in respect of the Tranche B-3 Term Loans equal to (x) the aggregate principal amount of Tranche B-3 Term Loans outstanding on the Restatement Effective Date multiplied by (y) the percentage set forth below opposite such Tranche B-3 Repayment Date (or the entire remaining outstanding amount in the case of the Tranche B-3 Term Loan Maturity Date) (each, a “Tranche B-3 Repayment Amount”):

		Tranche B-3
Date		Repayment Amount
December 31, 2013			0.25	%
March 31, 2014			0.25	%
June 30, 2014			0.25	%
September 30, 2014			0.25	%
December 31, 2014			0.25	%
March 31, 2015			0.25	%
June 30, 2015			0.25	%
September 30, 2015			0.25	%
December 31, 2015			0.25	%
March 31, 2016			0.25	%
June 30, 2016			0.25	%
September 30, 2016			0.25	%
December 31, 2016			0.25	%
March 31, 2017			0.25	%
June 30, 2017			0.25	%
September 30, 2017			0.25	%
December 31, 2017			0.25	%
Tranche B-3 Term Loan
Maturity Date		Remaining outstanding amounts

          (d) In the event that any New Term Loans are made, such New Term Loans shall, subject to Section 2.14(d), be repaid by the Parent Borrower in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates (each a “New Repayment Date”) set forth in the applicable Joinder Agreement. In the event that any Extended Term Loans are established following the Restatement Effective Date, such Extended Term Loans shall, subject to Section 2.14(f), be repaid by the applicable Borrower in the amounts (each such amount with respect to any Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the dates (each an “Extended Repayment Date”) set forth in the applicable Extension Amendment.

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

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

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

          2.6. Conversions and Continuations.

          (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower shall have the option on any Business Day to convert all or a portion equal to at least $10,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of

Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) European-1 Tranche Term Loans and Revolving Credit Loans denominated in Alternative Currencies may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the applicable Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars, (ii) four Business Days’ notice, in the case of a continuation or conversion to LIBOR Loans denominated in an Alternative Currency or (iii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

          (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans (other than Loans denominated in Alternative Currencies) and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the applicable Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), such Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month.

          (c) No Loan may be converted into or continued as a Loan denominated in a different currency.

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

          2.8. Interest.

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

          (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the relevant LIBOR Rate plus (in the case of a LIBOR Loan of any Lender that is loaned from a lending office in the United Kingdom or a Participating Member State) the Mandatory Cost, in each case, in effect from time to time.

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

          (d) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in the same currency in which such Loan is denominated. Except as provided below, interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan, (A) on any prepayment (on the amount prepaid but excluding in any event prepayments of ABR Loans), (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand. Notwithstanding the foregoing, with respect to any fiscal quarter of the Parent Borrower beginning on or after January 1, 2007 (each, an “Applicable Quarter”), on any date during such Applicable Quarter (I) that is prior to the date on which Section 9.1 Financials are due with respect to the fiscal quarter immediately preceding such Applicable Quarter and (II) on which interest is payable on any Loan pursuant to this subclause (d) (other than pursuant to subclause (iii)(B) above) in respect of any period (including any portion of an Interest Period) included in such Applicable Quarter (commencing on the first day of such Applicable Quarter), the amount of such interest required to be paid on such date in respect of any Loan for such period (as to any Loan, an “Interest Payment”) shall be reduced by an amount equal to the Reserve Amount with respect to such Loan for such period; provided that, if the amount of any Interest Payment on any Loan shall have been reduced during any Applicable Quarter pursuant to the foregoing provisions, then, on the date (the “Interest Gross-Up Date”) that is the earlier of (x) the Applicable Date in respect of such Applicable Quarter and (y) (I) if such Loan is a Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Term Loan or European-1 Tranche Term Loan, the date on which all Tranche A-1 Term Loans, Tranche B-1 Term Loans or European Term Loans, respectively, are repaid in full or (II) if such Loan is a Revolving Credit Loan or Swingline Loan,

the Revolving Credit Termination Date, the applicable Borrower shall pay additional interest on such Loan in an amount equal to the aggregate of the Reserve Amounts for such Loan so deducted during such Applicable Quarter unless:

     (1) the Parent Borrower shall have delivered, at least four Business Days prior to such Interest Gross-Up Date, Section 9.1 Financials for the fiscal quarter immediately preceding such Applicable Quarter and

     (2) either:

     (A) such Section 9.1 Financials reveal a change in Status that results in a decrease in the Applicable ABR Margin and Applicable LIBOR Margin for such Loan, in which case, in lieu of paying the aggregate of the Reserve Amounts for such Loan for such period as provided above, such Borrower shall pay on such Interest Gross-Up Date an amount equal to the excess (if any) of (I) the aggregate amount of interest that would have been payable on such Loan during such Applicable Quarter in respect of any period included therein if such change of Status had taken effect on the first day of such Applicable Quarter over (II) the aggregate amount of all interest payments actually made on such Loan during such Applicable Quarter in respect of any period included therein; or

     (B) such Section 9.1 Financials reveal a change in Status that results in an increase in the Applicable ABR Margin and Applicable LIBOR Margin for such Loan, in which case, such Borrower shall pay the aggregate of the Reserve Amounts for such Loan for such period as provided above, and shall also pay additional interest in respect of such Loan on such Interest Gross-Up Date in an amount equal to the amount (if any) by which (I) the sum of (x) the aggregate amount of all interest payments actually made on such Loan during such Applicable Quarter in respect of any period included therein plus (y) the aggregate of the Reserve Amounts for such Loan for such Applicable Quarter is less than (II) the aggregate amount of interest that would have been payable on such Loan during such Applicable Quarter in respect of any period included therein if such change of Status had taken effect on the first day of such Applicable Quarter.

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

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

          2.9. Interest Periods. At the time a Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a), such Borrower shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) the Interest Period applicable to such Borrowing, which Interest

Period shall, at the option of such Borrower be a one, two, three, six or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine or twelve month period (or such other period of less than six months as to which the Administrative Agent may consent).

          Notwithstanding anything to the contrary contained above:

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

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

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

     (d) the applicable Borrower shall not be entitled to elect any Interest Period in respect of any LIBOR Loan if such Interest Period would extend beyond the Maturity Date of such Loan.

          2.10. Increased Costs, Illegality, Etc.

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

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

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

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

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

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Parent Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Term Loans and LIBOR Revolving Credit Loans (other than the European-1 Tranche Term Loans, which shall automatically continue as LIBOR Loans with Interest Periods of one month duration) shall no longer be available until such time as the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the applicable Borrower with respect to LIBOR Term Loans or LIBOR Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the applicable Borrower, (y) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the applicable Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of subclause (iii) above, the applicable Borrower shall take one of the actions specified in subclauses (A) or (B), as applicable, of Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

          (b) At any time that (A) any LIBOR Loan denominated in Dollars is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Parent Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that such Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b), or (B) any LIBOR Loan denominated

in an Alternative Currency is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the applicable Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) prepay each such LIBOR Loan or (y) keep such LIBOR Loan outstanding, in which case the LIBOR Rate with respect to such Loan shall be deemed to be the rate reasonably determined by such Lender as the all-in-cost of funds to fund such Loan with maturities comparable to the Interest Period applicable thereto.

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

          (d) It is understood that this Section 2.10 shall not apply to (i) Taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes included under clause (b) of the definition of Excluded Taxes.

          2.11. Compensation. If (a) any payment of principal of any LIBOR Loan is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 14.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, the applicable Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or