Hospital Corporation of America and Subsidiaries - Page 18

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               of common stock of Buyer having substantially the terms set            
               forth on Schedule 1.02(b) hereto (the "Warrants"); (iii)               
               through the assumption of all of the obligations of Seller             
               under the Bridge Loan (as defined in Section 4.10 hereof) of           
               $777,041,795; and (iv) through the assumption by the                   
               Subsidiaries of all of the obligations of Parent as set                
               forth on Schedule 4.10(b) hereto of $7,763,924."                       
          Additionally, amended section 4.10 reads as follows:                        
                    "4.10  Refinancing of Facilities Debt; Adjustment.                
                         (a)  Prior to the Closing Date, Seller shall                 
               borrow such amounts as the parties agree are necessary                 
               (including, without limitation, a borrowing in aggregate               
               amount of $777,041,795, such amount being borrowed in the              
               amount of $521,940,000 net proceeds from DBL [Drexel] and              
               $255,101,795 from certain Banks, collectively the "Bridge              
               Loan") for all of the Subsidiaries to refinance                        
               substantially all of the aggregate long-term debt presently            
               allocated to the Facilities by Parent of $784,805,719 as               
               listed on Schedule 4.10(a) hereto, such allocated long-term            
               debt having been evidenced by promissory notes of the                  
               Subsidiaries to Parent (the "Existing Notes").  The Bridge             
               Loan shall contain terms and provisions reasonably                     
               acceptable to Buyer.                                                   
                         (b) Parent and Buyer agree that certain                      
               Subsidiaries shall at the Closing assume that portion of the           
               long-term debt related to certain Facilities (including,               
               without limitation, long-term debt presently allocated to              
               the Facilities by Parent) in the amount of $7,763,924 as set           
               forth on Schedule 4.10(b) hereto.                                      
                         (c)  Seller shall lend the proceeds of the Bridge            
               Loan to each of the Subsidiaries in the amount of the                  
               principal amount of the Existing Notes not so cancelled in             
               exchange for promissory notes (the "New Notes") of each of             
               the Subsidiaries having terms substantially similar to the             
               terms of the promissory note underlying the Bridge Loan.               
               Seller shall cause each of the Subsidiaries to repay the               
               principal amount of the Existing Notes not so cancelled                
               prior to Closing.  Parent shall use its best efforts to                
               apply all funds paid by the Subsidiaries in repayment of the           
               Existing Notes to discharge all or substantially all of that           
               portion of the indebtedness of Parent allocated to the                 
               Subsidiaries, either, to the extent possible, by direct                
               payment to the obligees of such indebtedness or to a trustee           
               through advance refunding of such indebtedness.  The                   
               repayment or the advanced refunding of such indebtedness               



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Last modified: May 25, 2011