Hospital Corporation of America and Subsidiaries - Page 10

                                          - 10 -                                      
                                        ARTICLE I                                     
                               PURCHASE AND SALE OF STOCK;                            
                                     RELATED MATTERS                                  
                    1.01  Purchase and Sale of Stock.  Subject to the terms           
               and conditions of this Plan, at the Closing provided for in            
               Section 1.03 hereof (the "Closing"), Seller shall sell,                
               convey, assign, transfer and deliver to Buyer (i)  all of              
               the outstanding shares of capital stock owned of record and            
               beneficially by Seller (the "Subsidiary Shares") of the                
               subsidiaries of Seller set forth on Schedule 1.01(a) hereto            
               (the "Subsidiaries") which hold the assets of the hospitals            
               (the "Hospitals") and related medical facilities and                   
               professional office buildings set forth on Schedule 1.01(b)            
               hereto (together with the Hospitals, the "Facilities"), and            
               (ii)  all of the New Notes (as defined in Section 4.10                 
               hereof), and Buyer shall purchase the Subsidiary Shares and            
               the New Notes from Seller.                                             
                    1.02  Purchase Price.  Subject to the terms and                   
               conditions of this Plan, in reliance on the representations,           
               warranties and agreements of Parent and Seller contained               
               herein, and in consideration of the aforesaid sale,                    
               conveyance, assignment, transfer and delivery of the                   
               Subsidiary Shares and the New Notes, Buyer shall pay to                
               Seller the aggregate amount of $2,099,970,000, payable (i)             
               $1,113,970,000 in cash, subject to Section 4.10 hereof (the            
               "Cash Purchase Price"); (ii)  $300,000,000 in (x) shares of            
               Class A Preferred Stock of Buyer and Class B Preferred Stock           
               of Buyer having substantially the terms set forth on                   
               Schedule 1.02(a) hereto (the "Preferred Stock") and (y)                
               warrants to purchase shares of common stock of Buyer having            
               substantially the terms set forth on Schedule 1.02(b) hereto           
               (the "Warrants"); and (iii)  through the assumption of all             
               of the obligations of Seller under the Bridge Loan (as                 
               defined in Section 4.10 hereof) of $686,000,000 plus the               
               amount of any additional borrowings otherwise assumed by               
               Buyer pursuant to this Plan.                                           
                    *       *       *       *       *       *       *                 
                    4.10  Refinancing of Facilities Debt; Adjustment.                 
                         (a)  Prior to the Closing Date, Seller shall                 
               borrow such amounts as are necessary (including, without               
               limitation, a borrowing in the amount of $686,000,000 from             






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Last modified: May 25, 2011