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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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