VCA INC FORM 8-K. (Current report filing) Filed 08/28/14 for the Period Ending 08/27/14

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1 INC FORM 8-K (Current report filing) Filed 08/28/14 for the Period Ending 08/27/14 Address WEST OLYMPIC BOULEVARD LOS ANGELES, CA Telephone (310) CIK Symbol WOOF SIC Code Agricultural Services Industry Healthcare Facilities Sector Healthcare Fiscal Year 12/31 Copyright 2014, EDGAR Online, All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2014 (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) West Olympic Boulevard Los Angeles, California (Address of Principal Executive Offices) (310) (Registrant s Telephone Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry Into Material Definitive Agreement On August 27, 2014, (the Company ) entered into a credit agreement (the Credit Agreement ) by and among the Vicar Operating,, as borrower, the Company, as guarantor, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, JPMorgan Chase Bank, N.A., and Suntrust Bank as co-syndication agents. The new Credit Agreement replaced the Company s Existing Credit Agreement (defined below) providing for $534 million of term notes and $125 million revolving credit facility, which had been entered into as of August 19, The Credit Agreement provides for $600 million of senior secured term notes and an additional $800 million senior secured revolving facility. In addition to refinancing all outstanding amounts under our Existing Credit Agreement, borrowings under our Credit Agreement may be used by the Company for general corporate purchases, including permitted share repurchases. In general, borrowings under the Credit Agreement (including swing line borrowings) bear interest on the basis of either a base rate plus the applicable margin ranging from 0.00% to 1.25% or the applicable LIBOR rate plus the applicable margin ranging from 1.00% to 2.25%. The base rate is equal to the highest of (a) the Federal funds rate plus 0.50%, (b) Bank of America, N.A. s prime rate, and (c) one month LIBOR plus 1.0%. Until the business day after the delivery of the compliance certificate and the financial statements for the period ending September 30, 2014, borrowings under the Credit Agreement, at the Company s current leverage ratio, will bear interest at LIBOR plus 175 basis points or the base rate plus 75 basis points. The revolving credit facility under the Credit Agreement matures on August 27, 2019, and requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as compliance with certain affirmative and negative covenants. The term loans issued under the Credit Agreement mature on August 27, 2019, with principal payments of $7,500,000 due on the last day of each calendar quarter from September 30, 2015 to and including June 30, 2017, of $11,250,000 due on the last day of each calendar quarter from September to and including June 30, 2018 and of $15,000,000 due on the last day of each calendar quarter thereafter with a final payment of the outstanding principal balance due on August 27, Principal payments under the revolving credit facility portion are made at the Company s discretion with the entire unpaid amount due at maturity. All outstanding indebtedness under the Credit Agreement may be voluntarily prepaid in whole or in part without premium or penalty, other than customary breakage costs. The Company and each of its wholly owned, domestic, subsidiaries guarantee the outstanding indebtedness under the Credit Agreement. Any borrowings, along with the guarantees of the domestic subsidiaries, are further secured by a pledge of substantially all of the Company s and its domestic subsidiaries assets, including 65% of the voting equity and 100% of the non-voting equity interests in each of the Company s foreign subsidiaries. The Credit Agreement contains certain customary affirmative covenants, including, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of properties, insurance, leases, books and records and material contracts; (iv) compliance with laws; (v) use of proceeds; (vi) subordination of intercompany loans; (vii) anti-terrorism laws; and (viii) collateral. 2

4 The Credit Agreement also contains certain customary negative covenants, including, among others: (i) restrictions on incurring additional debt; (ii) granting of liens; and (iii) dispositions of assets. Additionally, the Credit Agreement contains customary events of default, including, failure to make payments, a cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, and change of control. In addition, the Company is obligated to maintain at the end of each calendar quarter, beginning September 30, 2014, an interest coverage ratio of not less than 3.00:1.00 and a leverage ratio as of the last day of any calendar quarter of not greater than 4.50:1.00 from September 30, 2014 until March 31, 2015, 4.25:1.00 from June 30, 2015 until December 31, 2015, 4.00:1.00 from March 31, 2106 until December 31, 2016, and 3.75:1.00 thereafter until maturity, both as calculated in accordance with the terms and definitions determining such ratios contained in Credit Agreement. The Credit Agreement also contains various reporting requirements. The Credit Agreement is being filed herewith solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in the Credit Agreement are made solely for purposes of those agreements and are made as of specific dates; are solely for the benefit of the parties thereto; may be made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures. The above summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which is attached as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release announcing the Credit Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item Termination of a Material Definitive Agreement. In connection with the Company entering into the Credit Agreement, effective August 27, 2014, the Company terminated that certain amended and restated credit and guaranty agreement (the Existing Credit Agreement ) by and among the Company, Vicar Operating,, certain subsidiaries of Vicar Operating,, as guarantors, the various lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, collateral agent, issuing bank and swing line lender, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and other agents party thereto, as amended. All outstanding borrowings under the Existing Credit Agreement were paid in full. The financings under the Existing Credit Agreement were scheduled to mature on August 19, There were no penalties paid as a result of the early termination. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item

5 Item Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item Item Other Events. Reference is made to the press release of the Company, issued on August 27, 2014, which is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit Item (c) Exhibits Financial Statements, Pro Forma Financial Information and Exhibits Credit Agreement, dated as of August 27, 2014, by and among the Vicar Operating,, as borrower,, as guarantor, certain subsidiaries of party thereto, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, JPMorgan Chase Bank, N.A., and Suntrust Bank as co-syndication agents Press release dated August 27,

6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. August 27, 2014 /s/ Tomas W. Fuller By: Tomas W. Fuller Its: Chief Financial Officer 5

7 EXHIBIT INDEX Exhibits 10.1 Credit Agreement, dated as of August 27, 2014, by and among the Vicar Operating,, as borrower,, as guarantor, certain subsidiaries of party thereto, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer Press release dated August 27,

8 Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 92561FAE4 CREDIT AGREEMENT Dated as of August 27, 2014 among VICAR OPERATING, INC., as the Borrower, INC., as Holdings CERTAIN SUBSIDIARIES OF HOLDINGS PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. and SUNTRUST BANK, as Co-Syndication Agents, and COMPASS BANK, HSBC BANK USA, NATIONAL ASSOCIATION, MUFG UNION BANK, N.A., TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners

9 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Defined Terms Other Interpretive Provisions Accounting Terms Rounding Times of Day Letter of Credit Amounts UCC Terms Rates. 35 Article II COMMITMENTS AND CREDIT EXTENSIONS Loans Borrowings, Conversions and Continuations of Loans Letters of Credit Swingline Loans Prepayments Termination or Reduction of Commitments Repayment of Loans Interest and Default Rate Fees Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate Evidence of Debt Payments Generally; Administrative Agent s Clawback Sharing of Payments by Lenders Cash Collateral Defaulting Lenders Incremental Facilities. 60 Article III TAXES, YIELD PROTECTION AND ILLEGALITY Taxes Illegality Inability to Determine Rates Increased Costs; Reserves on Eurodollar Rate Loans Compensation for Losses Mitigation Obligations; Replacement of Lenders Survival. 71 Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Conditions of Initial Credit Extension Conditions to all Credit Extensions. 73 Article V REPRESENTATIONS AND WARRANTIES Organization; Requisite Power and Authority; Qualification Equity Interests and Ownership Due Authorization No Conflict. 75 i Page

10 5.05 Governmental Consents Binding Obligation Historical Financial Statements No Material Adverse Change Adverse Proceedings Payment of Taxes Properties Environmental Matters No Defaults Governmental Regulation Margin Stock Employee Matters Employee Benefits Plans Certain Fees Solvency Subordination Disclosure Sanctions; PATRIOT ACT; AML; FCPA Perfection of Security Interests in Collateral Insurance Compliance With Laws. 80 Article VI AFFIRMATIVE COVENANTS Financial Statements and Other Reports Existence Payment of Taxes and Claims Maintenance of Properties Insurance Inspections Lender Meetings Compliance with Laws Environmental Matters Subsidiaries Mortgages and Flood Insurance on Material Real Estate Assets Public Lenders Further Assurances Books and Records Use of Proceeds. 88 Article VII NEGATIVE COVENANTS Indebtedness Liens Equitable Lien No Further Negative Pledges Restricted Junior Payments Restrictions on Subsidiary Distributions Investments Financial Covenants Fundamental Changes; Disposition of Assets; Acquisitions Disposal of Subsidiary Interests Sale Leasebacks. 98 ii

11 7.12 Transactions with Shareholders and Affiliates Conduct of Business Permitted Partially-Owned Subsidiaries Amendments or Waivers with respect to Subordinated Indebtedness and Permitted Unsecured Indebtedness Designation as Senior Indebtedness Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity Sanctions; Anti-Money Laundering Laws. 99 Article VIII EVENTS OF DEFAULT AND REMEDIES Events of Default Application of Funds. 102 Article IX ADMINISTRATIVE AGENT Appointment and Authority Rights as a Lender Exculpatory Provisions Reliance by Administrative Agent Delegation of Duties Resignation of Administrative Agent Non-Reliance on Administrative Agent and Other Lenders No Other Duties, Etc Administrative Agent May File Proofs of Claim; Credit Bidding Collateral and Guaranty Matters Secured Cash Management Agreements and Secured Hedge Agreements. 110 Article X CONTINUING GUARANTY Guaranty Rights of Lenders Certain Waivers Obligations Independent Subrogation Termination; Reinstatement Stay of Acceleration Condition of Borrower Appointment of Borrower Right of Contribution Keepwell. 113 Article XI MISCELLANEOUS Amendments, Etc Notices; Effectiveness; Electronic Communications No Waiver; Cumulative Remedies; Enforcement Expenses; Indemnity; Damage Waiver Payments Set Aside Successors and Assigns Treatment of Certain Information; Confidentiality Right of Setoff Interest Rate Limitation Counterparts; Integration; Effectiveness. 125 iii

12 11.11 Survival of Representations and Warranties Severability Replacement of Lenders Governing Law; Jurisdiction; Etc Waiver of Jury Trial Subordination No Advisory or Fiduciary Responsibility Electronic Execution of Assignments and Certain Other Documents USA PATRIOT Act Notice. 129 iv

13 SCHEDULES Schedule 1.01(a) Schedule 1.01(b) Schedule 1.01(c) Schedule 5.01 Schedule 5.02 Schedule 5.11(b) Schedule 5.24 Schedule 7.01 Schedule 7.02 Schedule 7.07 Certain Addresses for Notices Initial Commitments and Applicable Percentages Existing Permitted Partially-Owned Subsidiaries Jurisdictions of Organization Equity Interests and Ownership Existing Real Estate Assets Insurance Existing Indebtedness Existing Liens Existing Investments EXHIBITS Exhibit 1.01 Form of Administrative Questionnaire Exhibit 2.02(a) Form of Loan Notice Exhibit 2.04(b) Form of Swingline Loan Notice Exhibit 2.05 Form of Notice of Loan Prepayment Exhibit Form of Revolving Note Exhibit Form of Term Note Exhibit Form of Incremental Term Note Exhibit 3.01(e) Forms of U.S. Tax Compliance Certificates (1-4) Exhibit 6.01(c) Form of Compliance Certificate Exhibit 6.10 Form of Joinder Agreement Exhibit 8.02 Form of Secured Party Designation Notice Exhibit Form of Assignment and Assumption v

14 CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of August 27, 2014, among VICAR OPERATING, INC., a Delaware corporation (the Borrower ), INC., a Delaware corporation ( Holdings ), the other Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. PRELIMINARY STATEMENTS: WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $1,400,000,000. WHEREAS, the Lenders, the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 1.01 Defined Terms. ARTICLE I DEFINITIONS AND ACCOUNTING TERMS As used in this Agreement, the following terms shall have the meanings set forth below: Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agent s Office means the Administrative Agent s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in substantially the form of Exhibit 1.01 or any other form approved by the Administrative Agent. Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of any Responsible Officer of Holdings or the Borrower, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Agency Fee Letter means the letter agreement, dated July 23, 2014, between the Borrower, the Administrative Agent and Merrill Lynch. 1

15 Aggregate Commitments means the Commitments of all the Lenders. Agreement means this Credit Agreement. Applicable Percentage means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on the Closing Date, such Term Lender s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender s Term Loans at such time, (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15 and (c) with respect to such Lender s portion of any outstanding Incremental Term Loan at any time, the percentage of the outstanding principal amount of such Incremental Term Loan held by such Lender at such time. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.01, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable. Applicable Rate means (a) with respect to any Incremental Term Loan, the percentage(s) per annum set forth in the applicable Incremental Term Loan Lender Joinder Agreement, and (b) with respect to Revolving Loans, Term Loans, Swingline Loans, Letters of Credit and the Commitment Fee, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(c) : Applicable Margin for Applicable Consolidated Leverage Ratio 2 Eurodollar Loans/ Letter of Credit Fees Margin for Base Rate Loans Pricing Tier Commitment Fee 1 Greater than or equal to 4.00: % 1.25 % 0.45 % 2 Greater than or equal to 3.25:1.0 but less than 4:00: % 1.00 % 0.40 % 3 Greater than or equal to 2.50:1.0 but less than 3.25: % 0.75 % 0.35 % 4 Greater than or equal to 1.75:1.0 but less than 2.50: % 0.50 % 0.30 % 5 Greater than or equal to 1.00:1.0 but less than 1.75: % 0.25 % 0.25 % 6 Less than 1.00: % 0.00 % 0.25 %

16 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c) ; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 6.01(c), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Closing Date to the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c) for the Fiscal Quarter ending September 30, 2014 shall be determined based upon Pricing Tier 3. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender s Applicable Percentage in respect of the Revolving Facility at such time. Appropriate Lender means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Asset Sale means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than the Borrower or a Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings or any of its Subsidiaries businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Equity Interests in Holdings or any of its Subsidiaries ( provided, however, that solely for purposes of Section 2.05(b)(i), the sale of Equity Interests in Holdings shall not be considered an Asset Sale), other than (i) inventory, equipment or other assets sold or leased in the ordinary course of business, and (ii) sales of other assets for aggregate consideration of less than $5,000,000 with respect to any transaction or series of related transactions; provided, further that (x) the transfer or issuance of any Equity Interests in any Domestic Subsidiary of the Borrower to a Person other than a Loan Party in connection with a Permitted Subsidiary Dropdown shall not constitute an Asset Sale for purposes of this Agreement to the extent that the aggregate value of such transfer as determined by the Borrower in good faith does not exceed $5,000,000 and (y) to the extent that such aggregate value exceeds $5,000,000, the aggregate value of such transfer in excess of $5,000,000 shall constitute an Asset Sale only to the extent of the aggregate value of such transfer in excess of $5,000,000. 3

17 Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent. Autoborrow Agreement has the meaning specified in Section 2.04(b). Auto-Extension Letter of Credit has the meaning specified in Section 2.03(b)(iv). Availability Period means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section Bank of America means Bank of America, N.A. and its successors. Base Rate means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate, and (c) the Eurodollar Rate plus 1.00%. The prime rate is a rate set by Bank of America based upon various factors including Bank of America 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 such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. Base Rate Loan means a Loan that bears interest based on the Base Rate. Borrower has the meaning specified in the introductory paragraph hereto. Borrower Materials has the meaning specified in Section Borrowing means a Revolving Borrowing, a Swingline Borrowing, a Term Borrowing or an Incremental Term Borrowing, as the context may require. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. Business Facility means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates. Capitalized Leases means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. Cash means money, currency or a credit balance in any demand or Deposit Account. 4

18 Cash Collateralize means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer or Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of either thereof (as the context may require), (a) Cash or Deposit Account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the L/C Issuer or Swingline Lender (as applicable), and/or (c) if the Administrative Agent and the L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer or Swingline Lender (as applicable). Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash collateral and other credit support. Cash Equivalents means any of the following types of investments, to the extent owned by Holdings or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; (b) demand deposits with, time deposits with, or certificates of deposit or bankers acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one year from the date of acquisition thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least Prime-2 (or the then equivalent grade) by Moody s or at least A-2 (or the then equivalent grade) by S&P, in each case with maturities of not more than three hundred sixty-five (365) days from the date of acquisition thereof; (d) money market funds that (i) comply with the criteria set forth in Rule 2a-7 of the Investment Company Act of 1940, (ii) are rated A or higher by S&P and A2 or higher by Moody s and (iii) have portfolio assets of at least $1,000,000,000; and (e) investments, classified in accordance with GAAP as current assets of Holdings or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody s or S&P, and the investment guidelines of which restrict 95% of such funds to investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition. Cash Management Agreement means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 5

19 Cash Management Bank means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement; provided, however, that for any of the foregoing to be included as a Secured Cash Management Agreement on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination. Change in Law means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. Change of Control means an event or series of events by which: (a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right )), directly or indirectly, of thirty-five percent (35)% or more of the Equity Interests in Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) Holdings shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Equity Interests in the Borrower; or (c) a change of control or any comparable term under, and as defined in, any documentation governing Subordinated Indebtedness or other debt in an aggregate principal amount for all such items of $25,000,000 or more shall have occurred. Closing Date means the date hereof. Code means the Internal Revenue Code of

20 Collateral means all of the Collateral and Mortgaged Property referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. Collateral Documents means, collectively, the Security Agreement, the Mortgages, each Joinder Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.10, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties. Commitment means a Term Commitment, a Revolving Commitment and/or Incremental Term Loan Commitment, as the context may require. Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. 1 et seq.). Compliance Certificate means a certificate substantially in the form of Exhibit 6.01(c). Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. Consolidated means, when used with reference to financial statements or financial statement items of Holdings and its Subsidiaries or any other Person, such statements or items on a Consolidated basis in accordance with the consolidation principles of GAAP. Consolidated Adjusted EBITDA means, for any period, an amount determined for Holdings and its Subsidiaries on a Consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on income, (d) total depreciation expense, (e) total amortization expense, (f) non-cash stock based compensation reducing Consolidated Net Income, (g) other non-cash items, including write-offs of assets, reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period but, notwithstanding anything to the contrary herein, including without limitation, reserves for lease expense and other charges and expenses related to the closure of hospitals to the extent not paid in cash), (h) to the extent deducted in calculating Consolidated Net Income, Transaction Costs and (i) amounts added back in connection with adjustments made in accordance with the provisions of (and subject to the limitations set forth in) Section 1.03(c), minus (ii) non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item in any prior period). Consolidated Interest Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Interest Expense, in each case for the most recently ended four consecutive Fiscal Quarter period ending prior to such date. Consolidated Interest Expense means, for any period, total interest expense (including that portion attributable to Capitalized Leases in accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries on a Consolidated basis with respect to all outstanding Indebtedness of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amounts referred to in Sections 2.09(b) payable on or before the Closing Date. 7

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