8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): October 4, 2007 (October 1, 2007)

HEALTHSPRING, INC.

(Exact name of registrant as specified in charter)

Delaware	001-32739	20-1821898
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

9009 Carothers Parkway
Suite 501
Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip code)

(615) 291-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

     In connection with the completion of the previously announced acquisition of Leon Medical Centers Health Plans, Inc. (“LMCHP”), described in more detail under Item 2.01 (the “Acquisition”), HealthSpring, Inc. (“HealthSpring”) and certain of its subsidiaries (together with HealthSpring, the “Company”), entered into the material definitive agreements not in the ordinary course of business described in this Item 1.01.

     New Credit Agreement

     On October 1, 2007, the Company entered into a $400.0 million, five-year credit agreement (the “New Credit Agreement”) with Goldman Sachs Credit Partners L.P. (“GSCP”), as administrative agent, lead arranger, and collateral agent; Bank of America, N.A., Citibank, N.A., and UBS Securities LLC, as co-syndication agents; Wachovia Bank, N.A., as documentation agent; certain other agents; and certain other lenders. Subject to the terms and conditions set forth therein, the New Credit Agreement provides for $300 million in term loans and a $100 million revolving credit facility with a $5 million subfacility for swingline loans and a separate $5 million subfacility for letters of credit (collectively, the “New Credit Facilities”).

     Borrowings under the New Credit Agreement, together with the Company’s available cash on hand, were used to fund the Acquisition as well as transaction expenses related thereto. The $100 million revolving credit facility, which is available for working capital and general corporate purposes including capital expenditures and permitted acquisitions, is currently undrawn.

     The New Credit Facilities replace the Company’s $75 million five-year secured revolving credit facility entered into as of April 21, 2006 with UBS Securities LLC and Citigroup Global Markets, Inc., as joint lead arrangers and joint bookrunners, certain other agents, and certain lenders (the “Prior Credit Facility”). There was no outstanding indebtedness under the Prior Credit Facility (other than in respect of a $150,000 letter of credit) at the time of its replacement.

     Borrowings under the New Credit Agreement accrue interest on the basis of either a base rate or a LIBOR rate plus, in each case, an applicable margin depending on the Company’s debt-to-EBITDA leverage ratio. The Company also will pay commitment fees on the unfunded portion of the lenders’ commitments under the revolving credit facility, the amounts of which will also depend on the Company’s leverage ratio. The New Credit Agreement matures, the commitments thereunder terminate, and all amounts then outstanding thereunder are payable on October 1, 2012.

     The term loans are payable in equal quarterly principal installments aggregating 5% of the aggregate initial principal amount of the term loans, or $15,000,000, in the first year, with the remaining balance of the term loans being payable in equal quarterly installments aggregating 10% ($30,000,000), 10% ($30,000,000), 15% ($45,000,000), and 60% ($180,000,000) in the second, third, fourth, and fifth years, respectively. The net proceeds from certain asset sales, casualty/condemnation events, and incurrences of indebtedness (subject, in the cases of asset sales and casualty/condemnation events, to certain reinvestment rights), and a portion of the net proceeds from equity issuances and the Company’s excess cash flow, are required to be used to make prepayments in respect of loans outstanding under the New Credit Facilities.

     Loans under the New Credit Agreement are secured by a first priority lien on substantially all assets of the Company and its non-HMO subsidiaries, including a pledge by the Company and its non-HMO subsidiaries of all of the equity interests in each of their domestic subsidiaries.

     The New Credit Agreement contains conditions precedent to extensions of credit and representations, warranties, and covenants, including financial covenants, customary for transactions of this type. Financial covenants include (i) a maximum leverage ratio comparing total indebtedness to consolidated adjusted EBITDA, (ii) minimum net worth requirements for each HMO subsidiary calculated with reference to applicable regulatory requirements, and (iii) maximum capital expenditures, in each case as more specifically provided in the New Credit Agreement.

     The New Credit Agreement also contains customary events of default as well as restrictions on undertaking certain specified corporate actions including, among others, asset dispositions, acquisitions and other investments, dividends and stock repurchases, changes in control, issuance of capital stock, fundamental corporate changes such as mergers and consolidations, incurrence of additional indebtedness, creation of liens, transactions with affiliates, and certain subsidiary regulatory restrictions. If an event of default occurs that is not otherwise waived or cured, the lenders may terminate their obligations to make loans and other extensions of credit under the New Credit Agreement and the obligations of the issuing banks to issue letters of credit and may declare the loans outstanding under the New Credit Agreement to be due and payable.

     The foregoing summary of the New Credit Agreement is not complete and is qualified in its entirety by reference to the text of the New Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

     The arrangers, certain of the agents, certain of the lenders, and their affiliates have performed, and from time to time may perform, normal banking, investment banking, underwriting, and advisory services for the Company and its affiliates for which they receive customary fees and expenses, including in connection with any future refinancing of the New Credit Facilities. Goldman Sachs & Co. served as financial advisor to the Company in connection with the Acquisition and received a customary fee in connection therewith. Certain of the lenders under the Prior Credit Facility are lenders under the New Credit Agreement.

     Medical Services Agreement

     On October 1, 2007, LMCHP, which, upon the closing of the Acquisition, changed its corporate name to HealthSpring of Florida, Inc., but will continue to be operated under the Leon Medical Centers Health Plans name, entered into a Medical Services Agreement with Leon Medical Centers, Inc. (“LMC”) (the “Medical Services Agreement”) pursuant to which LMC will provide or arrange for the provision of certain medical services to LMCHP’s members. The Medical Services Agreement is for an initial term of approximately ten years with an additional five-year renewal term at LMCHP’s option.

     Payments for medical services under the Medical Services Agreement are based on agreed upon rates for each service, multiplied by the number of plan members as of the first day of each month. Payments for pharmaceuticals (other than injectables, which, in general, will be provided by LMCHP) under the Medical Services Agreement are 105% of the actual cost incurred by LMC. There is also a sharing arrangement with regard to LMCHP’s annual medical loss ratio (“MLR”) whereby the parties share equally any surplus or deficit of up to 5% with regard to agreed-upon MLR benchmarks. The initial target for the annual MLR is 80.0%, which increases to 81.0% during the term of the agreement.

     LMCHP has agreed that, during the term of the agreement, LMC will be LMCHP’s exclusive clinic model provider, as defined in the agreement, in the four South Florida counties of Miami-Dade, Palm Beach, Broward, and Monroe. LMC has agreed that LMCHP will be, during the term of the agreement, the exclusive health maintenance organization to whom LMC provides medical services as contemplated by the agreement in the four-county area.

     The Sellers (as defined under Item 2.01 below) have agreed to severally guarantee, subject to certain conditions and limitations, the payment by LMC of certain specified damages, not to exceed $100 million in the aggregate, incurred or suffered by LMCHP in connection with certain specified breaches of the Medical Services Agreement.

     As a result of his affiliation as majority owner, chairman of the board of directors, and chief executive officer of LMC, Benjamin Leon, Jr., who was appointed to HealthSpring’s Board of Directors immediately following the closing of the Acquisition, has an indirect material interest in the Medical Services Agreement. See Item 5.02.

     The foregoing summary of the Medical Services Agreement and the related guaranty is not complete and is qualified in its entirety by reference to the text of the Medical Services Agreement and Guaranty Agreement, copies of which are filed as Exhibit 10.2 to this report and incorporated herein by reference.

     Registration Rights Agreement

     On October 1, 2007, HealthSpring entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the former stockholders of LMCHP (including Mr. Leon), the Sellers pursuant to the Stock Purchase Agreement (as defined under Item 2.01 below). The Registration Rights Agreement gives the Sellers the right to cause HealthSpring to register for public resale their shares of HealthSpring common stock received in connection with the Acquisition under the Securities Act of 1933, as amended, in the event the condition to the release of such shares from escrow is satisfied. The Company has no obligation to register shares on behalf of any party to the extent that all shares subject to the Registration Rights Agreement owned by that party are eligible to be sold to the public in any 90 day period in accordance with Rule 144.

     The foregoing summary of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this report and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

     In connection with, and as a condition precedent to, the closing of the New Credit Agreement, the Company terminated the Prior Credit Facility. There were no material termination fees incurred by the Company in connection therewith.

Item 2.01. Completion of Acquisition or Disposition of Assets

     On October 1, 2007, NewQuest, LLC (“NewQuest”), a Texas limited liability company and wholly owned subsidiary of HealthSpring, completed the previously announced acquisition of all of the outstanding capital stock of LMCHP pursuant to the terms of the Stock Purchase Agreement, dated as of August 9, 2007 (the “Stock Purchase Agreement”), by and among HealthSpring, NewQuest, LMCHP, and the stockholders of LMCHP (the “Sellers”). Pursuant to the Stock Purchase Agreement, NewQuest acquired LMCHP for $355.0 million in cash and 2,666,667 shares of HealthSpring common stock, $.01 par value per share (the “Share Consideration”), which Share Consideration has been deposited in escrow and will be released upon the timely construction of two additional medical centers by LMC. The aggregate purchase price for LMCHP was determined in arms-length negotiations between the parties. The Share Consideration, at the Sellers’ option, is available to satisfy post-closing indemnification obligations of the Sellers under the Stock Purchase Agreement.

     Pursuant to the Stock Purchase Agreement, and immediately following the closing of the Acquisition, Benjamin Leon, Jr., a Seller, was appointed to the Board of Directors of HealthSpring. See Item 5.02.

     The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Stock Purchase Agreement and the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is subject to and qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Form 8-K filed by HealthSpring on August 14, 2007 and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities

     As part of the consideration contemplated by the Stock Purchase Agreement, HealthSpring issued an aggregate of 2,666,667 shares of its common stock to the Sellers. The shares will be held in escrow, to be released to the Sellers as provided in the Stock Purchase Agreement. The securities were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The number of shares of common stock issued to the Sellers was negotiated between the Company and the Sellers in connection with the negotiation of the Stock Purchase Agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

     On October 1, 2007, as required by the Stock Purchase Agreement, immediately following the closing of the Acquisition, Benjamin Leon, Jr. was appointed to the Company’s Board of Directors as a Class II director. Mr. Leon’s initial term is scheduled to expire at the Company’s 2010 annual meeting of stockholders. Pursuant to the terms of the Stock Purchase Agreement, the Company will use its reasonable best efforts until September 30, 2010 to cause Mr. Leon to be nominated and recommended to the Company’s stockholders for election as a Class II director at each annual meeting of the Company’s stockholders at which he would be required to stand for reelection, until the occurrence of certain events specified in the Stock Purchase Agreement. At the current time, Mr. Leon will not serve on any of the standing Board committees.

     In accordance with the Company’s compensation guidelines for non-employee directors, Mr. Leon was awarded 6,421 shares of restricted Company common stock on October 1, 2007 pursuant to the terms and conditions of the Company’s 2006 Equity Incentive Plan. The restrictions on such shares of restricted common stock will lapse on October 1, 2008.

     As a result of his affiliation as majority owner, chairman of the board of directors, and chief executive officer of LMC, Mr. Leon has an indirect material interest in the Medical Services Agreement, and the information provided under Item 1.01 relating to the Medical Services Agreement is accordingly incorporated herein by reference. Mr. Leon is a party to the Registration Rights Agreement. In connection with the Acquisition, LMCHP and a wholly owned subsidiary of HealthSpring also entered into a transitional Office Space Agreement with LMC, which calls for monthly lease payments of approximately $45,000. Accordingly, Mr. Leon may be deemed to have a direct or indirect material interest in each of such agreements.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

     The financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K will be filed by amendment as soon as practicable, but in no event later than 71 days after October 5, 2007, the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

     The pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K will be filed as soon as practicable, but in no event later than 71 days after October 5, 2007, the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit Number		Description
	10.1	Credit and Guaranty Agreement, dated as of October 1, 2007, by and among HealthSpring, Inc., as borrower, certain subsidiaries of HealthSpring, Inc., as guarantors, the lenders party thereto from time to time, and Goldman Sachs Credit Partners L.P., as administrative agent, lead arranger and collateral agent.
	10.2	Medical Services Agreement, dated as of October 1, 2007, by and between Leon Medical Centers, Inc. and Leon Medical Centers Health Plans, Inc.
	10.3	Registration Rights Agreement, dated as of October 1, 2007, by and among HealthSpring, Inc. and former stockholders of Leon Medical Centers Health Plans, Inc.

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.

HEALTHSPRING, INC.
By:	/s/ J. Gentry Barden
	J. Gentry Barden
	Senior Vice President, Corporate General Counsel, and Secretary

Date: October 4, 2007

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CREDIT AND GUARANTY AGREEMENT

dated as of October 1, 2007

among

HEALTHSPRING, INC.,
as Borrower,

CERTAIN SUBSIDIARIES OF HEALTHSPRING, INC.,
as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent, Lead Arranger and Collateral Agent,

BANK OF AMERICA, N.A.,
CITIBANK, N.A. and
UBS SECURITIES LLC
as Co-Syndication Agents,

and

WACHOVIA BANK, N.A.,
as Documentation Agent

and

FIFTH THIRD BANK,
RAYMOND JAMES BANK, FSB,
AMEGY BANK NATIONAL ASSOCIATION
and U.S. BANK, N.A.
as Senior Managing Agents

$400,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS AND INTERPRETATION		2
1.1	Definitions		2
1.2	Accounting Terms		36
1.3	Interpretation, etc		36
SECTION 2.	LOANS AND LETTERS OF CREDIT		37
2.1	Term Loans		37
2.2	Revolving Loans		37
2.3	Swing Line Loans		38
2.4	Issuance of Letters of Credit and Purchase of Participations Therein		41
2.5	Pro Rata Shares; Availability of Funds		45
2.6	Use of Proceeds		46
2.7	Evidence of Debt; Register; Lenders’ Books and Records; Notes		46
2.8	Interest on Loans		47
2.9	Conversion/Continuation		49
2.10	Default Interest		49
2.11	Fees		50
2.12	Scheduled Payments/Commitment Reductions		51
2.13	Voluntary Prepayments/Commitment Reductions		52
2.14	Mandatory Prepayments/Commitment Reductions		53
2.15	Application of Prepayments/Reductions		55
2.16	General Provisions Regarding Payments		56
2.17	Ratable Sharing		57
2.18	Making or Maintaining Eurodollar Rate Loans		58
2.19	Increased Costs; Capital Adequacy		60
2.20	Taxes; Withholding, etc.		61
2.21	Obligation to Mitigate		63
2.22	Defaulting Lenders		63
2.23	Removal or Replacement of a Lender		64
SECTION 3.	CONDITIONS PRECEDENT		65
3.1	Closing Date		65
3.2	Conditions to Each Credit Extension		70
SECTION 4.	REPRESENTATIONS AND WARRANTIES		71
4.1	Organization; Requisite Power and Authority; Qualification		71
4.2	Equity Interests and Ownership; HMO Subsidiaries		71
4.3	Due Authorization		72
4.4	No Conflict		72
4.5	Governmental Consents		72
4.6	Binding Obligation		72

i

		Page
4.7	Historical Financial Statements		73
4.8	Projections		73
4.9	No Material Adverse Change		73
4.10	No Restricted Junior Payments		73
4.11	Adverse Proceedings, etc		73
4.12	Payment of Taxes		74
4.13	Properties		74
4.14	Environmental Matters		74
4.15	No Defaults		75
4.16	Material Contracts		75
4.17	Governmental Regulation		75
4.18	Margin Stock		75
4.19	Employee Matters		75
4.20	Employee Benefit Plans		76
4.21	Certain Fees		76
4.22	Solvency		76
4.23	Related Agreements		76
4.24	Compliance with Statutes, etc		77
4.25	Disclosure		78
4.26	Anti-Terrorism Laws, Foreign Corrupt Practices Act, etc.		78
4.27	Fraud and Abuse		79
SECTION 5.	AFFIRMATIVE COVENANTS		79
5.1	Financial Statements and Other Reports		79
5.2	Existence; Licensing		84
5.3	Payment of Taxes and Claims		84
5.4	Maintenance of Properties		85
5.5	Insurance		85
5.6	Books and Records; Inspections		85
5.7	Lender Meetings		86
5.8	Compliance with Laws		86
5.9	Environmental		86
5.10	Subsidiaries		88
5.11	Additional Material Real Estate Assets		88
5.12	Interest Rate Protection		90
5.13	Further Assurances		90
5.14	Maintenance of Ratings		90
5.15	Post-Closing Actions		90
SECTION 6.	NEGATIVE COVENANTS		91
6.1	Indebtedness		91
6.2	Liens		94
6.3	No Further Negative Pledges		96
6.4	Restricted Junior Payments		96
6.5	Restrictions on Subsidiary Distributions		98
6.6	Investments		99
6.7	Financial Covenants		100

ii

		Page
6.8	Fundamental Changes; Disposition of Assets; Acquisitions		102
6.9	Disposal of Subsidiary Interests		103
6.10	Sales and Lease Backs		103
6.11	Transactions with Shareholders and Affiliates		103
6.12	Conduct of Business		104
6.13	Amendments or Waivers of Organizational Documents and Certain Related Agreements		104
6.14	Amendments or Waivers of with respect to Certain Indebtedness		104
6.15	Fiscal Year		104
6.16	Anti-Terrorism Law; Anti-Money Laundering		104
6.17	Embargoed Person		105
SECTION 7.	GUARANTY		105
7.1	Guaranty of the Obligations		105
7.2	Contribution by Guarantors		105
7.3	Payment by Guarantors		106
7.4	Liability of Guarantors Absolute		106
7.5	Waivers by Guarantors		108
7.6	Guarantors’ Rights of Subrogation, Contribution, etc		109
7.7	Subordination of Other Obligations		110
7.8	Continuing Guaranty		110
7.9	Authority of Guarantors or Borrower		110
7.10	Financial Condition of Borrower		110
7.11	Bankruptcy, etc		110
7.12	Discharge of Guaranty Upon Sale of Guarantor		111
SECTION 8.	EVENTS OF DEFAULT		111
8.1	Events of Default		111
SECTION 9.	AGENTS		115
9.1	Appointment of Agents		115
9.2	Powers and Duties		115
9.3	General Immunity		115
9.4	Agents Entitled to Act as Lender		117
9.5	Lenders’ Representations, Warranties and Acknowledgment		117
9.6	Right to Indemnity		117
9.7	Successor Administrative Agent, Collateral Agent and Swing Line Lender		118
9.8	Collateral Documents and Guaranty		120
9.9	Withholding Taxes		121
SECTION 10.	MISCELLANEOUS		121
10.1	Notices		121
10.2	Expenses		122
10.3	Indemnity		123
10.4	Set-Off		124
10.5	Amendments and Waivers		124
10.6	Successors and Assigns; Participations		126

iii

		Page
10.7	Independence of Covenants		130
10.8	Survival of Representations, Warranties and Agreements		130
10.9	No Waiver; Remedies Cumulative		130
10.10	Marshalling; Payments Set Aside		130
10.11	Severability		130
10.12	Obligations Several; Independent Nature of Lenders’ Rights		130
10.13	Headings		131
10.14	APPLICABLE LAW		131
10.15	CONSENT TO JURISDICTION		131
10.16	WAIVER OF JURY TRIAL		131
10.17	Confidentiality		132
10.18	Usury Savings Clause		133
10.19	Counterparts		133
10.20	Effectiveness		134
10.21	Patriot Act		134
10.22	Electronic Execution of Assignments		134
10.23	No Fiduciary Duty		134
10.24	Lender Action		134

iv

APPENDICES:	A-1	Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	4.1	Jurisdictions of Organization
	4.2	Equity Interests and Ownership; HMO Subsidiaries
	4.5	Government Consents
	4.13	Material Real Estate Assets
	4.16	Material Contracts
	5.15	Post-Closing Actions
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.3	Negative Pledges
	6.5	Certain Restrictions on Subsidiary Distributions
	6.6	Certain Investments
	6.11	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Term Loan Note
	B-2	Revolving Loan Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D-1	Opinion of Bass, Berry & Sims PLC
	D-2	Opinion of General Counsel of Borrower
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	Pledge and Security Agreement
	J	Mortgage
	K	Landlord Waiver and Consent Agreement
	L	Intercompany Note

v

CREDIT AND GUARANTY AGREEMENT

     This CREDIT AND GUARANTY AGREEMENT, dated as of October 1, 2007, is entered into by and among HEALTHSPRING, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent”) and GSCP, as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), BANK OF AMERICA, N.A. (“Bank of America”), CITIBANK, N.A. (“Citibank”) and UBS SECURITIES LLC (“UBS”), as Co-Syndication Agents (in such capacity, each a “Co-Syndication Agent” and, collectively, “Co-Syndication Agents”), and WACHOVIA BANK, N.A. (“Wachovia”), as Documentation Agent (in such capacity, “Documentation Agent”).

RECITALS:

     WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

     WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $400,000,000, consisting of $300,000,000 aggregate principal amount of Term Loans and up to $100,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used (a) in the case of the Term Loans, (i) to fund, in part, the Acquisition and (ii) to pay Transaction Costs, (b) in the case of the Revolving Loans, to refinance up to $25,000,000 of Existing Indebtedness and (c) in the case of the Revolving Loans, Letters of Credit and Swing Line Loans, (i) to make capital expenditures as permitted herein, (ii) to make Permitted Acquisitions, (iii) to provide for the working capital requirements of Borrower and its Subsidiaries and (iv) for general corporate purposes of Borrower and its Subsidiaries;

     WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Equity Interests of each of its Domestic Subsidiaries and 65% of all the Equity Interests of each of its Foreign Subsidiaries; and

     WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries (including Borrower) and 65% of all the Equity Interests of each of their respective Foreign Subsidiaries.

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

SECTION 1. DEFINITIONS AND INTERPRETATION

     1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

     “Accounting Change” means any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto) or, if applicable, the SEC.

     “Acquisition” means the acquisition of LMCHP by NewQuest pursuant to the Acquisition Agreement.

     “Acquisition Agreement” means the Stock Purchase Agreement dated as of August 9, 2007, by and among LMCHP, the existing stockholders of LMCHP, NewQuest and Borrower.

     “Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

     “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum

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(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by Citibank, N.A. for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Eurodollar Rate Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

     “Administrative Agent” as defined in the preamble hereto.

     “Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower 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 Borrower or any of its Subsidiaries, threatened in writing against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.

     “Affected Lender” as defined in Section 2.18(b).

     “Affected Loans” as defined in Section 2.18(b).

     “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

     “Agent” means each of Administrative Agent, Co-Syndication Agents, Collateral Agent and Documentation Agent.

     “Agent Affiliates” as defined in Section 10.1(b).

     “Aggregate Amounts Due” as defined in Section 2.17.

     “Aggregate Payments” as defined in Section 7.2.

     “Agreement” means this Credit and Guaranty Agreement, dated as of October 1, 2007, as it may be amended, supplemented or otherwise modified from time to time.

     “Anti-Terrorism Laws” as defined in Section 4.26.

     “Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Revolving Loans and Term Loans that are Eurodollar Rate Loans and the

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Applicable Revolving Commitment Fee Percentage, (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending March 31, 2008, a percentage, per annum, determined by reference to the following table at the rates set forth in the top row of the table for each column therein; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

				Applicable
				Revolving
	Applicable Margin for			Commitment Fee
Leverage Ratio	Term Loans and Revolving Loans			Percentage
> 1.00:1.00		2.50	%		0.500	%
< 1.00:1.00 and > 0.75:1.00		2.25	%		0.375	%
< 0.75:1.00		2.00	%		0.250	%

and (ii) with respect to Term Loans and Revolving Loans that are Base Rate Loans and with respect to Swing Line Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(c) calculating the Leverage Ratio. At any time Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(c), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined at the highest rate set forth in each column above. Within one Business Day of receipt of the applicable information under Section 5.1(c), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.1 is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding, other than indemnities and other contingent obligations not yet due and payable) and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or a higher Applicable Revolving Commitment Fee Percentage for any period (an “Applicable Period”) than the Applicable Margin or Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (i) Borrower shall immediately deliver to Administrative Agent a correct certificate required by Section 5.1 for such Applicable Period, (ii) the Applicable Margin and/or the Applicable Revolving Commitment Fee Percentage shall be determined at the applicable rate set forth in each column above in accordance with the corrected certificate and (iii) Borrower shall immediately pay to Administrative Agent the accrued additional interest and/or fees owing as a result of such increased Applicable Margin and/or Applicable Revolving Commitment Fee Percentage for such Applicable Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.10 or Section 8.

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     “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto as “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

     “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communication pursuant to Section 10.1(b).

     “Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition by Borrower or any of its Subsidiaries to, or any exchange of property with, any Person (other than Borrower or any Guarantor), in one transaction or a series of transactions, of any of its businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Borrower’s Subsidiaries, other than (i) inventory or other assets sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (ii) dispositions of cash and Cash Equivalents and (iii) sales, leases or licenses out of other assets for aggregate consideration of less than $500,000 with respect to any transaction or series of related transactions and less than $2,000,000 in the aggregate during any Fiscal Year.

     “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

     “Assignment Effective Date” as defined in Section 10.6(b).

     “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its executive or senior vice presidents (or the equivalent thereof) and such Person’s chief financial officer or treasurer.

     “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

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     “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

     “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

     “Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

     “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

     “Borrower” as defined in the preamble hereto.

     “Borrower Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis equal to (i) Borrower Net Income, plus, to the extent reducing Borrower Net Income, the sum, without duplication, of amounts for (a) interest expense, (b) provisions for taxes based on income, (c) depreciation expense, (d) amortization expense, (e) Transaction Costs paid on or prior to the date which is 90 days after the Closing Date not to exceed $12,000,000, (f) fees, costs and expenses not to exceed $2,000,000 in any Fiscal Year of Borrower, directly attributable to the initial expansion of business into a market where Borrower and its Subsidiaries had no prior operations and incurred within the first twelve months following such expansion and (g) other non-Cash charges reducing Borrower Net Income (including non-cash stock-based compensation expense and any such non-Cash charge to the extent that it represents an unrealized loss with respect to derivatives that is required by FASB 133, but excluding any such non-Cash charge to the extent that it represents an accrual or reserve for a potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) non-Cash gains increasing Borrower Net Income for such period (including any such non-Cash gain to the extent it represents an unrealized gain with respect to derivatives that is required by FASB 133, but excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for a potential Cash gain in any prior period).

     “Borrower Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries (other than any HMO Subsidiaries) during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the statement of cash flows of Borrower and its Subsidiaries (other than any HMO Subsidiaries).

     “Borrower Current Assets” means, as at any date of determination, the total assets of Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

     “Borrower Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated

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basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

     “Borrower Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis, 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, (i) any amount not payable in Cash and (ii) any amounts referred to in Section 2.11(d) payable on or before the Closing Date.

     “Borrower Net Income” means, for any period, (i) the net income (or loss) of Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person in which any other Person (other than Borrower and its Subsidiaries (other than any HMO Subsidiaries) on a consolidated basis) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower and its Subsidiaries (other than any HMO Subsidiaries) by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries (other than any HMO Subsidiaries) or that Person’s assets are acquired by Borrower or any of its Subsidiaries (other than any HMO Subsidiaries), (c) the income of any Subsidiary of Borrower (other than any HMO Subsidiary) to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses of Borrower and its Subsidiaries (other than any HMO Subsidiaries) attributable to Asset Sales or returned surplus assets of any Pension Plan and (d) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

     “Borrower Working Capital” means, as at any date of determination, the excess of Borrower Current Assets over Borrower Current Liabilities.

     “Borrower Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Borrower Working Capital as of the beginning of such period exceeds (or is less than) Borrower Working Capital as of the end of such period.

     “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

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     “Capital Lease” means, 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 should be accounted for as a capital lease on the balance sheet of that Person.

     “Cash” means money, currency or a credit balance in any demand or Deposit Account.

     “Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P 1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P 1 from Moody’s; (iv) certificates of deposit, time deposits or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000 and (c) has the highest rating obtainable from either S&P or Moody’s and; (vi) with respect to (a) Borrower or any other Credit Party, marketable debt securities regularly traded on a national securities exchange or in the over-the-counter market, if and to the extent such debt security constitutes a permitted investment under the HMO Regulations applicable to any of the HMO Subsidiaries or (b) any HMO Subsidiary, marketable debt securities regularly traded on a national securities exchange or in the over-the-counter market and any other security, if and to the extent such security constitutes a permitted investment under the HMO Regulations applicable to such HMO Subsidiary.

     “Cash Management Agreements” means those agreements entered into from time to time by Borrower or its Subsidiaries with a Cash Management Provider in connection with the obtaining of any Cash Management Services that has been designated by Borrower and such Cash Management Provider by notice to the Administrative Agent as a Cash Management Agreement.

     “Cash Management Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees and expenses owing by Borrower or any of its Subsidiaries to any Cash Management Provider pursuant to or evidenced by the Cash Management Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising; provided that, solely for the purpose of this Agreement and the other Credit Documents, Cash Management Obligations shall not exceed $10,000,000.

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     “Cash Management Provider” means any Lender or Affiliate of a Lender which provides Cash Management Services to Borrower or its Subsidiaries; provided that each such Affiliate shall appoint the Collateral Agent as its agent and agree to be bound by the Credit Documents as a Secured Party, subject to Section 9.8(c).

     “Cash Management Services” means any cash management, including controlled disbursement, accounts or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) provided to Borrower or any of its Subsidiaries by a Cash Management Provider.

     “Certificate Re Non-bank Status” means a certificate substantially in the form of Exhibit F.

     “Change of Control” means, at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Borrower; (ii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Borrower cease to be occupied by Persons who either (a) were members of the board of directors of Borrower on the Closing Date or (b) were nominated for election by the board of directors of Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors and directors approved as provided in this clause (b); or (iii) any “change of control”, “fundamental event” or similar event under any Designated Indebtedness, agreement or instrument pursuant to which any Designated Indebtedness is issued, Subordinated Indebtedness or Subordinated Indebtedness Indenture shall occur.

     “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Exposure (including Swing Line Lender) and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans and (b) Revolving Loans (including Swing Line Loans).

     “Closing Date” means the date on which the Term Loans are made.

     “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

     "CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and Human Services, any successor thereof and any predecessor thereof (including the United States Health Care Financing Administration).

     “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

     “Collateral Agent” as defined in the preamble hereto.

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     “Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, the Landlord Personal Property Collateral Access Agreements, if any, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

     “Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

     “Commitment” means any Revolving Commitment or Term Loan Commitment.

     “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

     “Confidential Healthcare Information” as defined in Section 5.6(c).

     “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) interest expense, (b) provisions for taxes based on income, (c) depreciation expense, (d) amortization expense, (e) Transaction Costs paid on or prior to the date which is 90 days after the Closing Date not to exceed $12,000,000, (f) fees, costs and expenses not to exceed $2,000,000 in any Fiscal Year of Borrower, directly attributable to the initial expansion of business into a market where Borrower and its Subsidiaries had no prior operations and incurred within the first twelve months following such expansion and (g) other non-Cash charges reducing Consolidated Net Income (including non-cash stock-based compensation expense and any such non-Cash charge to the extent that it represents an unrealized loss with respect to derivatives that is required by FASB 133, but excluding any such non-Cash charge to the extent that it represents an accrual or reserve for a potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) non-Cash gains increasing Consolidated Net Income for such period (including any such non-Cash gain to the extent it represents an unrealized gain with respect to derivatives that is required by FASB 133, but excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for a potential Cash gain in any prior period).

     “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries.

     “Consolidated Group” means Borrower and its consolidated Subsidiaries, as determined in accordance with GAAP.

     “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of

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any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Subsidiaries, (c) the income of any Subsidiary of Borrower (other than any HMO Subsidiary) to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) (1) the income of any HMO Subsidiary of Borrower that has not been theretofore distributed to a Credit Party to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary (other than any statute, rule or governmental regulation generally applicable to HMOs requiring such HMO Subsidiary to maintain a minimum level of Statutory Net Worth or other similar minimum capital requirements) and (2) (A) in the case of an HMO Subsidiary that is an RBC HMO, the income of such HMO Subsidiary that has not been theretofore distributed to a Credit Party to the extent that the retention of such income would be necessary to cause such HMO Subsidiary to maintain a Statutory Net Worth at the end of such period equal to or greater than 25% above the upper limit of the Regulatory Action Level in the applicable state and (B) in the case of an HMO Subsidiary that is not an RBC HMO, the income of such HMO Subsidiary that has not been theretofore distributed to a Credit Party to the extent that the retention of such income would be necessary to cause such HMO Subsidiary to maintain a ratio of Statutory Net Worth to the applicable state’s Statutory Net Worth requirement at the end of such period at a level equal to or greater than 1.25:1.00, (e) any after-tax gains or losses of Borrower and its Subsidiaries attributable to Asset Sales or returned surplus assets of any Pension Plan and (f) (to the extent not included in clauses (a) through (e) above) any net extraordinary gains or net extraordinary losses.

     “Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

     “Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clause (p) of Section 6.2, the following conditions:

     (i) the appropriate Credit Party shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and

     (ii) at the option and at the request of Administrative Agent, to the extent such Lien is in an amount in excess of $500,000, the appropriate Credit Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and a reasonable estimate of all interest and penalties related thereto.

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     “Contract Provider” means any Person or any employee, agent or subcontractor of such Person who provides professional health care services under or pursuant to any contract with Borrower or any of its Subsidiaries.

     “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

     “Contributing Guarantors” as defined in Section 7.2.

     “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

     “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

     “Convertible Indebtedness” means any Designated Indebtedness that is convertible by its terms into Equity Interests of Borrower.

     “Co-Syndication Agent” as defined in the preamble hereto.

     “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

     “Credit Date” means the date of a Credit Extension.

     “Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

     “Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

     “Credit Party” means each Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to a Credit Document.

     “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of protecting against foreign currency risks associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

     “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

     “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans

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of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

     “Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

     “Defaulted Loan” as defined in Section 2.22.

     “Defaulting Lender” as defined in Section 2.22.

     “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

     “Designated Indebtedness” means any unsecured Indebtedness of Borrower, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption or mandatory prepayment), prior to the first anniversary of the Term Loan Maturity Date (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which are not materially less favorable to Borrower as the terms and conditions customary at the time for high-yield debt securities issued in a public offering or are otherwise reasonably satisfactory to Administrative Agent.

     “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term Loans.

     “Documentation Agent” as defined in the preamble hereto.

     “Dollars” and the sign “$” mean the lawful money of the United States of America.

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     “Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

     “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds of any Lender being treated as a single Eligible Assignee for all purposes hereof) and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, no Affiliate of Borrower shall be an Eligible Assignee.

     “Embargoed Person” as defined in Section 6.17.

     “Environmental Claim” means any notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

     “Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity or (ii) the generation, use, storage, transportation or disposal of Hazardous Materials, in any manner applicable to Borrower or any of its Subsidiaries or any Facility.

     “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto.

     “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect

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to liabilities arising after such period for which Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

     “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Pension Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Pension Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

     “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

     "Event of Default” means each of the conditions or events set forth in Section 8.1.

     “Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Borrower Adjusted EBITDA, (b) the Borrower Working Capital Adjustment and (c) cash payments made to Borrower or its Subsidiaries (other than HMO Subsidiaries) pursuant to, and in accordance with, Sections 3.3 and 3.6 of the Acquisition Agreement, minus (ii) the sum, without duplication, of the amounts

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for such period paid in cash from operating cash flow of (a) scheduled repayments by Borrower and its Subsidiaries (other than HMO Subsidiaries) of Indebtedness (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Borrower Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Borrower Interest Expense, (d) provisions for current taxes based on income of Borrower and its Subsidiaries and payable in cash by Borrower and its Subsidiaries (other than HMO Subsidiaries) with respect to such period and (e) cash payments made by Borrower or its Subsidiaries (other than HMO Subsidiaries) pursuant to, and in accordance with, Sections 3.3 and 3.6 of the Acquisition Agreement.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time and any successor statute.

     “Exclusion Event” means an event or related events resulting in the exclusion of Borrower or any of its Subsidiaries from participation in any Medical Reimbursement Program.

     “Executive Order” as defined in Section 4.26.

     “Existing Indebtedness” means all Indebtedness of Borrower and its Subsidiaries existing as of the Closing Date (including all Indebtedness under the Credit Agreement dated as of April 21, 2006 among Borrower, certain of its subsidiaries, UBS AG, Stamford Branch, as administrative agent, and other parties thereto, as amended).

     “Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

     “Fair Share Contribution Amount” as defined in Section 7.2.

     “Fair Share” as defined in Section 7.2.

     “Family Care” means health care programs designed for uninsured segments of the population (other than Medicaid-eligible or SCHIP-eligible segments of the population) that are operated by or financed in part by federal and state government.

     “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds 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 (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as reasonably determined by Administrative Agent.

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     “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Borrower that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments.

     “Financial Plan” as defined in Section 5.1(i).

     “First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

     “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

     “Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year.

     “Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

     “Funding Default” as defined in Section 2.22.

     “Funding Guarantors” as defined in Section 7.2.

     “Funding Notice” means a notice substantially in the form of Exhibit A-1.

     “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

     “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

     “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the United States, a state of the United States, or a foreign entity or government.

     “Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

     “Grantor” as defined in the Pledge and Security Agreement.

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     “Guaranteed Obligations” as defined in Section 7.1.

     “Guarantor” means each wholly-owned Domestic Subsidiary of Borrower, other than the HMO Subsidiaries.

     “Guaranty” means the guaranty of each Guarantor set forth in Section 7.

     “Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

     “Hazardous Materials Activity” means any past or current activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, Release, threatened Release, discharge, placement, generation, transportation, processing, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials and any corrective action or response action with respect to any of the foregoing.

     “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty and satisfactory to Administrative Agent.

     “HHS” means the United States Department of Health and Human Services and any successor thereof.

     “Highest Lawful Rate” means the maximum lawful rate of interest or loan charges, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum lawful rate of interest or loan charges than applicable laws now allow.

     “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936, and regulations promulgated pursuant thereto regarding privacy, security and transmission of health information, all as amended from time to time, and any successor statute and regulations.

     “Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Borrower and its Subsidiaries, for the immediately preceding three Fiscal Years prior to the Closing Date, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, (ii) the audited financial statements of LMCHP for the immediately preceding two Fiscal Years prior to the Closing Date, consisting of balance sheets and the related statements of income and cash flows for such Fiscal Years, (iii) the unaudited financial statements of Borrower and its Subsidiaries as at the Fiscal Quarter ending June 30, 2007, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six month period, ending on such date and (iv) the unaudited financial statements of LMCHP as at the Fiscal Quarter ending June 30, 2007, consisting of a balance sheet and the related statements of income and cash flows for the six month period, ending on such date. In the case of clause (iii) above,

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the chief financial officer of Borrower shall certify that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments. In the case of clause (iv) above, the chief financial officer of LMCHP shall certify that such financial statements fairly present, in all material respects, the financial condition of LMCHP as at the dates indicated and the results of operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments.

     “HMO” means any health maintenance organization, managed care organization, any Person doing business as a health maintenance organization or managed care organization, or any Person required to qualify or be licensed as a health maintenance organization or managed care organization under applicable federal or state law (including, without limitation, HMO Regulations).

     “HMO Business” means the business of owning and operating an HMO or other similar regulated entity or business.

     “HMO Event” means any material non-compliance by Borrower or any of its HMO Subsidiaries with any of the terms and provisions of the HMO Regulations pertaining to its fiscal soundness, solvency or financial condition; or the assertion in writing, after the date hereof, by an HMO Regulator that it intends to take administrative action against Borrower or any of its HMO Subsidiaries to revoke or modify any license, charter or permit or to enforce the fiscal soundness, solvency or financial provisions or requirements of the HMO Regulations against Borrower or any of its HMO Subsidiaries.

     “HMO Regulations” means all laws, regulations, directives and administrative orders applicable under federal or state law to any HMO Subsidiary whether or not specifically applicable to an HMO (and any regulations, orders and directives promulgated or issued pursuant to any of the foregoing) and Subchapter XI of Title 42 of the United States Code and the rules and regulations of any accrediting authority having jurisdiction over any HMO Subsidiary.

     “HMO Regulator” means any Person charged with the administration, oversight or enforcement of an HMO Regulation, whether primarily, secondarily or jointly.

     “HMO Subsidiary” means each Subsidiary of Borrower that is (i) an HMO or other similar regulated entity or business, or (ii) an insurance company licensed and regulated as such by a Governmental Authority.

     “Increased Cost Lenders” as defined in Section 2.23.

     “Indebtedness” as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations other than those earn-out obligations payable solely in Qualified Equity Interests (excluding any such obligations incurred under

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ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation or agreement of such Person the primary purpose or intent of which is to provide assurance to an obligee that the subject Indebtedness of the obligor thereof will be paid or discharged, or that the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for Indebtedness of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange-traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under (x) any Interest Rate Agreement or any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.7 and (y) any Related Convertible Debt Derivative Transaction be deemed “Indebtedness” for any purpose under this Agreement.

     “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the reasonable costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity for which Borrower or a Subsidiary is responsible), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee or engagement letter) delivered by any Agent or any Lender to Borrower with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any

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Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.

     “Indemnitee” as defined in Section 10.3.

     “Installment” as defined in Section 2.12.

     “Intellectual Property” as defined in the Pledge and Security Agreement.

     “Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

     “Intellectual Property Security Agreements” has the meaning assigned to that term in the Pledge and Security Agreement.

     “Intercompany Note” means a promissory note substantially in the form of Exhibit L evidencing Indebtedness owed among the Credit Parties and their Subsidiaries.

     “Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

     “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six months (or, if available to all applicable Lenders, nine or twelve months), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; provided, (a) if an 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 unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Term Loan shall extend beyond the Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

     “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of minimizing or protecting against the risk of fluctuations in interest rates associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

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     “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter and any successor statute.

     “Investment” means (i) any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Borrower from any Person (other than Borrower or any Guarantor), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business), extension of credit (by way of guarantee or otherwise) or capital contributions by Borrower or any of its Subsidiaries to any other Person (other than Borrower or any Guarantor), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.

     “Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

     “Issuing Bank” means, as the context may require, (i) Citibank, N.A., in its capacity as issuer of Letters of Credit issued by it; (ii) any other Lender that may become an Issuing Bank pursuant to Section 2.4(h) in its capacity as issuer of Letters of Credit issued by such Lender; or (iii) collectively, all of the foregoing.

     “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

     “Landlord Consent and Estoppel” means, with respect to any Leasehold Property constituting a Material Real Estate Asset, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a collateral assignment with respect to such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion.

     “Landlord Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit K with such amendments or modifications as may be approved by Collateral Agent.

     “Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its sole discretion as not being required to be included in the Collateral.

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     “Lender” means each financial institution listed on the signature pages hereto as a Lender and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

     “Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be); provided that each such Affiliate shall appoint the Collateral Agent as its agent and agrees to be bound by the Credit Documents as a Secured Party, subject to Section 9.8(c).

     “Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

     “Letter of Credit Sublimit” means the lesser of (i) $5,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

     “Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

     “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on such date.

     “Licensed Intellectual Property” means any interest of any Credit Party as licensee or sublicensee under any license of intellectual property, other than any such interest that has been designated from time to time by Collateral Agent as not being required to be included in the Collateral.

     “Licensor Consent and Estoppel” means, with respect to any Licensed Intellectual Property, a letter, certificate or other instrument in writing from the licensor under the related license, pursuant to which, among other things, the licensor consents to the granting of a Security Interest on such Licensed Property by the Credit Party, such Licensor Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion.

     “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

     “Liquidity” means at any time the sum of (i) the aggregate unused portion of the Revolving Commitments at such time and (ii) the aggregate amount of unrestricted Cash and Cash Equivalents included in the consolidated balance sheet of Borrower and its Subsidiaries (other than any HMO Subsidiaries) as of such date that, in each case, are free and clear of all

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Liens, other than Liens in favor of Collateral Agent for the benefit of the Secured Parties and nonconsensual Liens permitted by Section 6.2.

     “LMCHP” means Leon Medical Centers Health Plans, Inc., a Florida corporation.

     “Loan” means a Term Loan, a Revolving Loan or a Swing Line Loan.

     “Loan Transactions” as defined in Section 10.17.

     “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

     “Material Adverse Effect” means a material adverse effect with respect to (i) the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole; (ii) the ability of the Credit Parties, taken as a whole, to fully and timely perform the Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a material Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under the Credit Documents, taken as a whole.

     “Material Contract” means any contract or other arrangement to which Borrower or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

     “Material Real Estate Asset” means (i) any fee owned Real Estate Asset having a fair market value in excess of $2,500,000 as of the date of the acquisition thereof, (ii) any other fee owned Real Estate Asset that the Requisite Lenders have determined is material to the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole and (iii) each Leasehold Property as to which the leasehold interest has a fair market value in excess of $2,500,000 as of the date of the acquisition of such leasehold interest.

     “Medicaid” means that means-tested entitlement program under Title XIX, P.L. 89-87, of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United Sates Code, as amended.

     “Medicaid Regulations” means, collectively, (i) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) regarding the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (ii) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (i) above and all applicable federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (i) above; (iii) all applicable state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (i) and (ii) above; and (iv) all applicable provisions of all rules, regulations, manuals and orders of all

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Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (iii) above and all applicable state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (ii) above, in each case as may be amended, supplemented or otherwise modified from time to time.

     “Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid, SCHIP and Family Care programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government and any other non-government funded third-party payor programs.

     “Medical Reimbursement Program Provider Agreements” means an agreement entered into with a Medical Reimbursement Program to provide services for program patients in accordance with the terms thereof and applicable law.

     “Medicare” means that government-sponsored entitlement program under Title XVIII, P.L. 89-87, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code, as amended.

     “Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) regarding the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including, without limitation, CMS, the OIG, HHS, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

     “Moody’s” means Moody’s Investor Services, Inc.

     “Mortgage” means a Mortgage substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time to time.

     “Multiemployer Plan” means any Pension Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

     “NAIC” means The National Association of Insurance Commissioners and any successor thereto.

     “Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate or, if applicable, in the form included in Borrower’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K, in each case, filed with the SEC.

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     “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale.

     “Net Cash Proceeds” means, (i) with respect to any Asset Sale, the Net Asset Sale Proceeds and (ii) with respect to any Recovery Event, the Net Insurance/Condemnation Proceeds.

     “Net Insurance/Condemnation Proceeds” means, with respect to any Recovery Event, an amount equal to: (i) any Cash payments or proceeds received by Borrower or any of its Subsidiaries in connection with such Recovery Event, minus (ii) (a) any actual and reasonable costs incurred by Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Borrower or such Subsidiary in respect of such Recovery Event and (b) any bona fide costs incurred in connection with any taking or sale of such assets as referred to in clause (ii) of the definition of Recovery Event, including in each case any income taxes payable as a result of any gain recognized in connection therewith.

     “NewQuest” means NewQuest, LLC, a Texas limited liability company and a wholly-owned subsidiary of Borrower.

     “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

     “Non-US Lender” as defined in Section 2.20(c).

     “Note” means a Term Note, a Revolving Loan Note or a Swing Line Note.

     “Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

     “Obligations” means (i) all obligations of every nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise and (ii) all Cash Management Obligations.

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     “Obligee Guarantor” as defined in Section 7.7.

     “OFAC” as defined in Section 4.26.

     “OIG” means the Office of Inspector General of HHS and any successor thereof.

     “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended and (iv) with respect to any limited liability company, its certificate of formation or articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

     “Patriot Act” as defined in Section 3.1(w).

     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

     “Pension Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

     “Permitted Acquisition” means (a) the Acquisition, and (b) any acquisition by Borrower or any of its wholly-owned Domestic Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided,

     (i) immediately prior to and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

     (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

     (iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or a Guarantor and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

     (iv) Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to

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such acquisition as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.1 (as determined in accordance with Section 6.7(d));

     (v) in the case of any Permitted Acquisition with respect to which the Acquisition Consideration is greater than $35,000,000, Borrower shall have delivered to Administrative Agent (A) at least 10 Business Days prior to the closing date for such proposed acquisition, (i) a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above and (ii) all other relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7 and (B) promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve month (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available;

     (vi) any Person or assets or division as acquired in accordance herewith (x) shall be in same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date or a business reasonably related thereto, and (y) shall be domiciled and/or located in the United States;

     (vii) Borrower’s Liquidity (after giving effect to the consummation of the respective Permitted Acquisition and any financing thereof) shall equal or exceed $50,000,000; and

     (viii) the Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn).

     “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

     “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities and Governmental Authorities.

     “Platform” as defined in Section 5.1(n).

     “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

     “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a

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reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

     “Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

     “Projections” as defined in Section 4.8.

     "Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure and the Revolving Exposure of that Lender by (B) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

     “Qualified Equity Interests” of any Person shall mean any Equity Interests of such person that are not Disqualified Equity Interests.

     “RBC HMO” as defined in Section 6.7(a).

     “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

     “Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

     “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third party purchasers and encumbrancers of the affected real property.

     “Recovery Event” means any settlement of or payment (i) in respect of any property or casualty insurance claim in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent

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domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking.

     “Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

     “Register” as defined in Section 2.7(b).

     “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

     “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

     “Regulatory Action Level” means the regulatory action level risk-based capital threshold, as defined by NAIC, or, in any state that has not adopted the NAIC definition, as defined by the applicable state Governmental Authority.

     “Reimbursement Date” as defined in Section 2.4(d).

     “Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by Borrower or its Subsidiaries in connection therewith that are not applied pursuant to Section 2.15(b) as a result of the delivery of a Reinvestment Notice.

     “Reinvestment Event” means any Asset Sale or Recovery Event in respect of which Borrower has delivered a Reinvestment Notice.

     “Reinvestment Notice” means a written notice executed by an Authorized Officer (i) stating that Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to repair or replace the assets which were the subject of such Asset Sale or Recovery Event or to acquire Useful Assets and (ii) certifying that no Default or Event of Default has occurred and is continuing at such time.

     “Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to repair or replace the assets which were the subject of the relevant Asset Sale or Recovery Event or to acquire Useful Assets.

     “Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the earlier of (i) the date occurring twelve months after such Reinvestment Event or, if Borrower or its Subsidiaries enter into a legally binding commitment to reinvest the relevant Reinvestment Deferred Amount prior to the date occurring twelve months after such Reinvestment Event, then the date occurring eighteen months after such Reinvestment Event and (ii) the date on which Borrower or its Subsidiaries shall have determined not to use all or any portion of the relevant Reinvestment Deferred Amount to repair or replace the assets which were the subject of the relevant Asset Sale or Recovery Event or to acquire Useful Assets, but in the case of this clause

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(ii) only with respect to the portion of the applicable Reinvestment Deferred Amount as to which such determination has been made.

     “Related Agreements” means, collectively, the Acquisition Agreement and other agreements and documents related thereto.

     “Related Convertible Debt Derivative Transaction” means one or more options or other derivative transactions entered into by the Borrower in connection with the issuance by the Borrower of Convertible Indebtedness, each of which relates to the Equity Interests into which such Convertible Indebtedness may be converted.

     “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

     “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

     “Replacement Lender” as defined in Section 2.23.

     “Required Advances” means advances required by HMO Regulators to be made by Borrower or any of its Subsidiaries to a Contract Provider.

     “Required Prepayment Date” as defined in Section 2.15(c).

     “Requirement of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law (including all applicable HMO Regulations, Medicare Regulations and Medicaid Regulations).

     “Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure and Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all Lenders and (ii) the aggregate Revolving Exposure of all Lenders.

     “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower now or hereafter outstanding, except a dividend payable solely in shares of Qualified Equity Interests; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower now or hereafter outstanding; and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund, cash

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settlement or similar payment with respect to any earn-out obligation or any Designated Indebtedness, Subordinated Indebtedness or any Related Convertible Debt Derivative Transaction.

     “Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000.

     “Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

     “Revolving Commitment Termination Date” means the earliest to occur of (i) October 3, 2007, if the Term Loans are not made on or before that date, (ii) the fifth anniversary of the Closing Date, (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

     “Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders) and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

     “Revolving Lender” means each Lender that has a Revolving Commitment or that holds Revolving Loans.

     “Revolving Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.2(a).

     “Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

     “RS Advances” means advances made by HMO Subsidiaries in the ordinary course of business to Contract Providers on a per member per month basis designed to cover such Contract Providers’ anticipated professional risk, which advances are then adjusted on a periodic basis (and in any event no less than quarterly) between the HMO Subsidiaries and the Contract Providers based on actual experience measured against pre-determined sharing ratios.

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     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

     “SAP” means, with respect to each HMO Subsidiary, the statutory accounting principles and procedures prescribed or permitted by applicable HMO Regulations for such HMO Subsidiary, applied on a consistent basis, as interpreted by the state in which the applicable HMO Subsidiary operates.

     “SCHIP” means the State Childrens’ Health Insurance Program, a federal/state matching program that provides health care coverage to children not otherwise covered by Medicaid or other insurance programs and that may be administered by states through their Medicaid programs.

     “SEC” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority succeeding to the functions thereof.

     “Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

     “Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

     “Securities Act” means the Securities Act of 1933, as amended from time to time and any successor statute.

     “Social Security Act” means the Social Security Act of 1965 as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations promulgated thereunder.

     “Solvency Certificate” means a Solvency Certificate of the chief financial officer of Borrower substantially in the form of Exhibit G-2.

     “Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and 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

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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).

     “Stark I and II” means Section 1877 of the Social Security Act as set forth at Section 1395nn of Title 42 of the United States Code, as amended and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

     “Statutory Net Worth” means, for an HMO Subsidiary, the difference between (i) total admitted assets and (ii) total liabilities, in each case as calculated according to the applicable state’s interpretation of SAP or other similar state-mandated accounting principles.

     “Subject Transaction” as defined in Section 6.7(d).

     “Subordinated Indebtedness” means any unsecured Indebtedness of Borrower, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption or mandatory prepayment), prior to the first anniversary of the Term Loan Maturity Date (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which (including subordination provisions) are otherwise reasonably satisfactory to Administrative Agent.

     “Subordinated Indebtedness Indenture” means any indenture or other agreement pursuant to which any Subordinated Indebtedness is issued.

     “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

     “Swing Line Lender” means Citibank, N.A. in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

     “Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.

     “Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

     “Swing Line Sublimit” means the lesser of (i) $5,000,000 and (ii) the aggregate unused amount of Revolving Commitments then in effect.

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     “Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

     “Term Loan” means a Term Loan made by a Lender to Borrower pursuant to Section 2.1(a).

     “Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan, and “Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $300,000,000.

     “Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

     “Term Loan Maturity Date” means the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

     “Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

     “Terminated Lender” as defined in Section 2.23.

     “Title Policy” as defined in Section 5.11.

     “Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans and (iii) the Letter of Credit Usage.

     “Transaction Costs” means the fees, costs and expenses payable by Borrower or any of Borrower’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

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     “Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan and (ii) with respect to Swing Line Loans, a Base Rate Loan.

     “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

     “U.S. Lender” as defined in Section 2.20(c).

     “Useful Assets” means, in the case of an Asset Sale, assets of the general type used or useful in the business of Borrower and its Subsidiaries and, in the case of a Recovery Event, long term or otherwise non-current productive assets of the general type used or useful in the business of Borrower and its Subsidiaries.

     “Waivable Mandatory Prepayment” as defined in Section 2.15(c).

     1.2 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Except as otherwise expressly provided herein, financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. Notwithstanding the foregoing, in the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Borrower and Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred. Until such time as such amendment shall have been executed and delivered by Borrower and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

     1.3 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

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SECTION 2. LOANS AND LETTERS OF CREDIT

     2.1 Term Loans.

          (a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Term Loan to Borrower in an amount equal to such Lender’s Term Loan Commitment. Borrower may make only one borrowing under the Term Loan Commitment, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan Commitment on such date.

     (b) Borrowing Mechanics for Term Loans.

     (i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than three days prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

     (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

     2.2 Revolving Loans.

          (a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Borrower in Dollars in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that no more than $25,000,000 in the aggregate shall be available on the Closing Date and provided further, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date, and all

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Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Revolving Loans.

     (i) Except pursuant to 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

     (ii) Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date and Borrower shall be bound to make a borrowing in accordance therewith.

     (iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided, Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Borrower.

     (iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower.

     2.3 Swing Line Loans.

          (a) Swing Line Loans Commitment. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Borrower in Dollars in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing

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Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date, and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Swing Line Loans.

     (i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

     (ii) Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 noon (New York City time) on the proposed Credit Date.

     (iii) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of Borrower at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by Borrower.

     (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s

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outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

     (v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to have purchased and hereby agrees to purchase a participation in such outstanding Swing Line Loans and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

     (vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to

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do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

     2.4 Issuance of Letters of Credit and Purchase of Participations Therein.

          (a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

          (b) Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 noon (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such

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Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).

          (c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

          (d) Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to

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make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

          (e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased and hereby irrevocably agrees to purchase from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Issuing Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received. Any

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such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

          (f) Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

          (g) Indemnification. Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

          (h) Additional Issuing Banks. Borrower may, at any time and from time to time, designate one or more additional Revolving Lender(s) to act as an issuing bank under the terms of this Agreement, with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Lender(s). Any Revolving Lender designated as an issuing bank pursuant to this paragraph (h) shall be deemed (in addition to being a Revolving Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Loan Documents to the term

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“Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as Issuing Bank, as the context shall require.

          (i) Resignation or Removal of an Issuing Bank. Any Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to Lenders, Administrative Agent and Borrower. Administrative Agent shall notify Lenders of any such resignation and any corresponding replacement of any Issuing Bank. At the time any such resignation or replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11. From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such addition and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

     2.5 Pro Rata Shares; Availability of Funds.

          (a) Pro Rata Shares. All Loans shall be made and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify

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Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

     2.6 Use of Proceeds. The proceeds of the Term Loans shall be used to fund, in part, the Acquisition and to pay Transaction Costs. The Revolving Loans, if any, made on the Closing Date shall be applied by Borrower to repay Existing Indebtedness. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries, including permitted Consolidated Capital Expenditures and Permitted Acquisitions. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

     2.7 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be presumed correct and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b)Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6 and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be presumed correct and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan. Borrower hereby designates GSCP to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and

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Borrower hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

          (c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

     2.8 Interest on Loans.

          (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

     (i) in the case of Term Loans and Revolving Loans:

     (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

     (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and

     (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.

          (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan, which can be made and maintained as a Base Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the date that Lead Arranger notifies Borrower that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Lead Arranger, the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

          (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period

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for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be presumed correct and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

          (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

          (f) Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

          (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing

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Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

     2.9 Conversion/Continuation.

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option:

     (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

     (ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

          (b) Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

     2.10 Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to

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the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

     2.11 Fees.

          (a) Borrower agrees to pay to Lenders having Revolving Exposure:

     (i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments and (b) the aggregate principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and

     (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

          (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:

     (i) a fronting fee equal to 0.250% (or such other amount as may be agreed to by Borrower and such Issuing Bank), per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

     (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

          (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year

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during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date and on the Revolving Commitment Termination Date.

          (d) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

     2.12 Scheduled Payments/Commitment Reductions.

          (a) The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth below:

Installment Date	Principal Amount
December 31, 2007	$	3,750,000.00
March 31, 2008	$	3,750,000.00
June 30, 2008	$	3,750,000.00
September 30, 2008	$	3,750,000.00
December 31, 2008	$	7,500,000.00
March 31, 2009	$	7,500,000.00
June 30, 2009	$	7,500,000.00
September 30, 2009	$	7,500,000.00
December 31, 2009	$	7,500,000.00
March 31, 2010	$	7,500,000.00
June 30, 2010	$	7,500,000.00
September 30, 2010	$	7,500,000.00
December 31, 2010	$	11,250,000.00
March 31, 2011	$	11,250,000.00
June 30, 2011	$	11,250,000.00
September 30, 2011	$	11,250,000.00
December 31, 2011	$	45,000,000.00
March 31, 2012	$	45,000,000.00
June 30, 2012	$	45,000,000.00
Term Loan Maturity Date	$	45,000,000.00

          (b) Notwithstanding the foregoing, (i) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (ii) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

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     2.13 Voluntary Prepayments/Commitment Reductions.

          (a) Voluntary Prepayments.

     (i) Any time and from time to time:

     (1) with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount;

     (2) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and

     (3) with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and in integral multiples of $100,000 in excess of that amount.

     (ii) All such prepayments shall be made:

     (1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans;

     (2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

     (3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

          (b) Voluntary Commitment Reductions.

     (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in

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whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

     (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.

     2.14 Mandatory Prepayments/Commitment Reductions.

          (a) Asset Sales. No later than the first Business Day following the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds, unless (i) a Reinvestment Notice shall be delivered in respect thereof, (ii) the aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination that have not been applied to the prepayment of Loans do not exceed $5,000,000 and (iii) no Event of Default shall have occurred and be continuing at such time; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied as set forth in Section 2.15(b).

          (b) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by Borrower or any of its Subsidiaries of Net Insurance/Condemnation Proceeds from a Recovery Event, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds, unless (i) a Reinvestment Notice shall be delivered in respect thereof, (ii) the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination that have not been applied to the prepayment of Loans do not exceed $5,000,000 and (iii) no Event of Default shall have occurred and be continuing at such time; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied as set forth in Section 2.15(b).

          (c) Issuance of Equity Securities. On the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan, (ii) a capital contribution by Borrower or any of its Subsidiaries to another Subsidiary of Borrower or (iii) the issuance of Equity Interests of Borrower or any of its Subsidiaries to Borrower or another Subsidiary of Borrower), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of

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such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that during any period in which the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) shall be 1.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds.

          (d) Issuance of Debt. No later than the first Business Day following receipt by Borrower or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 6.1 (other than clause (c) of Section 6.1)), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds (net of (i) underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and (ii) the bona fide costs and expenses incurred in connection with the consummation of any Related Convertible Debt Derivative Transaction in an amount not to exceed 15% of such proceeds).

          (e) Excess Cash Flow. In the event that there shall be Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2008), Borrower shall, no later than 105 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be 1.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments).

          (f) Revolving Loans and Swing Loans. Borrower shall from time to time prepay first, the Swing Line Loans and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

          (g) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess and Borrower shall concurrently

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therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

     2.15 Application of Prepayments/Reductions.

          (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided that in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

        first, to repay outstanding Swing Line Loans to the full extent thereof;

        second, to repay outstanding Revolving Loans to the full extent thereof; and

        third, to prepay the Term Loans and reduce the scheduled remaining Installments of principal of the Term Loans on a pro rata basis.

          (b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied as follows:

        first, to prepay the Term Loans and reduce the remaining scheduled Installments of principal of the Term Loans on a pro rata basis;

        second, to prepay the Swing Line Loans to the full extent thereof;

        third, to prepay the Revolving Loans to the full extent thereof;

        fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit; and

        fifth, to cash collateralize Letters of Credit.

          (c) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment and Administrative Agent will promptly thereafter notify each

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Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.15(b)). Amounts equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option shall be retained by Borrower and may be used for general corporate purposes not otherwise prohibited hereunder.

          (d) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering separately each Class of Loans being prepaid, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

     2.16 General Provisions Regarding Payments.

          (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

          (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

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          (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

          (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

          (f) [Reserved].

          (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

          (h) If an Event of Default shall have occurred and not otherwise been waived and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations shall be applied in accordance with the application arrangements described in Section 9.2 of the Pledge and Security Agreement.

     2.17 Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate

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Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

     2.18 Making or Maintaining Eurodollar Rate Loans.

          (a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be presumed correct absent manifest error and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.

          (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be presumed correct absent manifest error and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3)

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the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

          (c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

          (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

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     2.19 Increased Costs; Capital Adequacy.

          (a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be presumed correct and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall pay to such Lender, within five Business Days after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

          (b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on

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the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

     2.20 Taxes; Withholding, etc.

          (a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

          (b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change

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after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

          (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender) and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a Certificate Re Non-bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor form), or a Certificate Re Non-bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required

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under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

     2.21 Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

     2.22 Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender” for purposes of

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voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero and (ii) any mandatory prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

     2.23 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5, the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such

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Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.

SECTION 3. CONDITIONS PRECEDENT

     3.1 Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

          (a) Credit Documents. Administrative Agent shall have received copies of each Credit Document originally executed and delivered by each applicable Credit Party in a quantity reasonably deemed sufficient by Administrative Agent.

          (b) Organizational Documents; Incumbency. Administrative Agent shall have received:

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     (i) (1) copies of each Organizational Document executed and delivered by each Credit Party, as applicable and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (2) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (3) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (5) such other documents as Administrative Agent may reasonably request; and

     (ii) (1) a certificate of the secretary or assistant secretary of each HMO Subsidiary dated the Closing Date, certifying that attached thereto is a true and complete copy of each Organizational Document of such HMO Subsidiary certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization and (2) a good standing certificate from the applicable Governmental Authority of each HMO Subsidiary (in so-called “long-form” if available), in each case, dated a recent date prior to the Closing Date.

          (c) Organizational and Capital Structure. The organizational structure and capital structure of Borrower and its Subsidiaries, after giving effect to Acquisition, shall be as set forth on Schedule 4.1.

          (d) Consummation of Transactions Contemplated by Related Agreements.

     (i) (1) All conditions to the Acquisition set forth in the Acquisition Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived, with the consent of Administrative Agent if the Administrative Agent reasonably determines such waiver is material and adverse to the Lenders, (2) the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement in all material respects and (3) the aggregate cash consideration paid to the shareholders of LMCHP on the Closing Date in connection with the Acquisition shall not exceed $355,000,000.

     (ii) Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement and any material documents executed in connection therewith, together with copies of each of the opinions of counsel, if any, delivered to the parties under the Acquisition Agreement, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s established internal policies) authorizing Lenders to rely upon such opinion to the same extent as though it were addressed to Lenders. Each Related Agreement shall be in full force and effect, and

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no provision thereof shall have been modified or waived in any respect determined by Administrative Agent to be material and adverse to the Lenders without the consent of Administrative Agent.

          (e) Existing Indebtedness. On the Closing Date, Borrower and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness (other than any Existing Indebtedness listed on Schedule 6.1), (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of Borrower and its Subsidiaries thereunder being repaid on the Closing Date and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Borrower and its Subsidiaries with respect thereto.

          (f) Transaction Costs. Borrower shall have delivered to Administrative Agent Borrower’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

          (g) Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all material consents of other Persons, in each case that are necessary or advisable, including those required by the Florida Office of Insurance Regulation in connection with the transactions contemplated by the Credit Documents and the Related Agreements and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose material and adverse conditions on the transactions contemplated by the Credit Documents or the Related Agreements or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

          (h) [Reserved].

          (i) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have delivered to Collateral Agent:

     (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party with its obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

     (ii) a completed Collateral Questionnaire executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby;

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     (iii) fully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement;

     (iv) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

     (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including (i) the use of commercially reasonable efforts to obtain a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (ii) the delivery of any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and

     (vi) evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to Collateral Agent of, among other things, the upcoming lapse or expiration thereof.

          (j) [Reserved].

          (k) Financial Statements; Projections. Lenders shall have received from Borrower (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheets of Borrower and its Subsidiaries as of the Closing Date and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form reasonably satisfactory to Administrative Agent and (iii) the Projections.

          (l) Evidence of Insurance. Collateral Agent shall have received a certificate from Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.

          (m) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Bass, Berry & Sims PLC, counsel for the Credit Parties, in the form of Exhibit D-1 and as to such other matters as Administrative Agent may reasonably request, (ii) the general counsel of Borrower and its Subsidiaries substantially to the effect set forth in Exhibit D-2 and as to such

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other matters as Administrative Agent may reasonably request and (iii) local counsel in such jurisdictions as Administrative Agent may reasonably request in form and substance reasonably satisfactory to Administrative Agent and, in each case, dated the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

          (n) Fees. Borrower shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11(d).

          (o) Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Borrower.

          (p) Closing Date Certificate. Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

          (q) Credit Rating. The credit facilities provided for under this Agreement shall have been assigned a credit rating by both S&P and Moody’s and Borrower shall have obtained corporate family ratings from both S&P and Moody’s.

          (r) [Reserved].

          (s) No Litigation. There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate, materially impairs the Acquisition, the financing thereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements, or that could have a Material Adverse Effect.

          (t) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

          (u) Letter of Direction. Administrative Agent shall have received a duly executed letter of direction from Borrower addressed to Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

          (v) Maximum Leverage Ratio. After giving effect to the Acquisition, the ratio of (i) Consolidated Total Debt as of the Closing Date to (ii) pro forma Consolidated Adjusted EBITDA (which, for purposes of this clause (v), shall include the Consolidated Net Income of each of the HMO Subsidiaries and shall be calculated in accordance with Section 6.7(d) for the latest twelve-month period for which financial statements are then available), shall not be greater than 2.00:1.00.

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          (w) Patriot Act. At least 10 days prior to the Closing Date, the Lead Arranger shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “Patriot Act”).

     3.2 Conditions to Each Credit Extension.

          (a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

     (i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

     (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

     (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date;

     (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

     (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

          (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

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SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Acquisition contemplated hereby):

     4.1 Organization; Requisite Power and Authority; Qualification.

          (a) Each of Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (ii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and could not be reasonably expected to have, a Material Adverse Effect.

          (b) Except to the extent a failure to do so could not reasonably be expected to result in a Material Adverse Effect, each Credit Party and each HMO Subsidiary: (i) has obtained and maintains in good standing without restriction all required licenses and certificates of authority, (ii) to the extent prudent and customary in the industry in which it is engaged, has obtained and maintains in good standing without restriction, accreditation from all applicable recognized accrediting agencies, (iii) has entered into and maintains in good standing without restriction its status under each Medical Reimbursement Program Provider Agreement to which it is a party, (iv) has implemented and maintains a compliance program designed to provide effective internal controls to promote adherence to and to prevent and detect material violations of, any applicable HMO Regulations, Medicaid Regulations and Medicare Regulations and (v) has implemented and maintains policies consistent with HIPAA on or before the date that any provision thereof becomes applicable to Borrower or any of its Subsidiaries. The Credit Parties require each Contract Provider to provide evidence, in accordance with re-credentialing requirements, that such Contract Provider is duly licensed by each Governmental Authority having jurisdiction over the provision of such service by such Contract Provider in the locations where the Credit Parties and the HMO Subsidiaries conduct business, to the extent such licensing is required to enable Contract Provider to provide the professional services provided by such Contract Provider.

     4.2 Equity Interests and Ownership; HMO Subsidiaries.

          (a) The Equity Interests of each of Borrower’s Subsidiaries have been duly authorized and validly issued are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment

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or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interest of any of Borrower’s Subsidiaries outstanding which upon conversion or exchange would require, the issuance by such Subsidiary of any additional membership interests or other Equity Interests or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interest. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Acquisition.

          (b) The Credit Parties have no HMO Subsidiaries other than those specifically disclosed in Schedule 4.2 (as such schedule may be supplemented from time to time in accordance with Section 5.10).

     4.3 Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

     4.4 No Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Borrower or any of its Subsidiaries, (ii) any of the Organizational Documents of Borrower or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Borrower or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     4.5 Governmental Consents. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except (a) as otherwise set forth in the Acquisition Agreement, (b) as required by HMO Regulations and described on Schedule 4.5 and (c) for filings and recordings with respect to the Collateral to be made or otherwise delivered to Collateral Agent for filing and/or recordation as of the Closing Date.

     4.6 Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,

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moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     4.7 Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP (or, as applicable with respect to LMCHP and HMO Subsidiaries, SAP) and fairly present, in all material respects, the financial position, on a consolidated basis, of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year end adjustments. As of the Closing Date, neither Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Borrower and any of its Subsidiaries taken as a whole.

     4.8 Projections. On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2012 included in the Private Supplement dated September 11, 2007 to the Confidential Information Memorandum dated September 2007 delivered to prospective Lenders (the “Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided that the Projections are not to be viewed as facts, and actual results during the period or periods covered by the Projections may differ from such Projections and the differences may be material; provided further, as of the Closing Date, management of Borrower believed in good faith that the Projections were reasonable and attainable.

     4.9 No Material Adverse Change. Since December 31, 2006, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, other than any events, developments or occurrences (but not any future updates, developments or other changes in or to any such events, developments or occurrences) that have been disclosed by Borrower after December 31, 2006 and prior to September 28, 2007 in any public filing on Form 10-K, Form 10-Q or Form 8-K.

     4.10 No Restricted Junior Payments. Since December 31, 2006, neither Borrower nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment or agreed to do so except as permitted pursuant to Section 6.4.

     4.11 Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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     4.12 Payment of Taxes. Except as otherwise permitted under Section 5.3, all federal income and all other material tax returns and reports of Borrower and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all material assessments, fees and other governmental charges upon Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Borrower knows of no proposed tax assessment against Borrower or any of its Subsidiaries to which the Borrower or such Subsidiary objects and which is not being actively contested by Borrower or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

     4.13 Properties.

          (a) Title. Each of Borrower and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) to Borrower’s knowledge, valid licensed rights in (in the case of licensed interests in all material intellectual property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.8. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

          (b) Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Material Real Estate Assets and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Material Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect, Borrower does not have knowledge of any default that has occurred and is continuing thereunder and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

     4.14 Environmental Matters. Neither Borrower nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law. There are and, to each of Borrower’s and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably

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be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Borrower or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Borrower’s or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

     4.15 No Defaults. Neither Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

     4.16 Material Contracts. Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date. All Material Contracts are in full force and effect, and Borrower has no knowledge of the existence of any current defaults thereunder that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     4.17 Governmental Regulation. Neither Borrower nor any Guarantor is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

     4.18 Margin Stock. Neither Borrower nor any of its Subsidiaries owns any Margin Stock.

     4.19 Employee Matters. Neither Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Borrower or any of its Subsidiaries, or to the best knowledge of Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Borrower or any of its Subsidiaries or to the best knowledge of Borrower, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Borrower or any of its Subsidiaries and (c)

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to the best knowledge of Borrower, no union representation question existing with respect to the employees of Borrower or any of its Subsidiaries and, to the best knowledge of Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

     4.20 Employee Benefit Plans. Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Pension Plan or Multiemployer Plan and have performed all their obligations under each Pension Plan or Multiemployer Plan. Each Pension Plan or Multiemployer Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Pension Plan or Multiemployer Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Pension Plan or Multiemployer Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Pension Plan or Multiemployer Plan or any trust established under Title IV of ERISA in connection with a Pension Plan or a Multiemloyer Plan has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

     4.21 Certain Fees. No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by the Related Agreements, except as payable to the Agents, the Lenders and their Affiliates.

     4.22 Solvency. The Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

     4.23 Related Agreements.

          (a) Delivery. Borrower has delivered to Administrative Agent complete and correct copies of (i) each material Related Agreement and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement, supplement

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or other modification to or waiver of each material Related Agreement entered into after the date hereof.

          (b) Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the Acquisition set forth in the Acquisition Agreement have been duly satisfied or, with the consent of Administrative Agent (to the extent required hereunder), waived and (ii) the Acquisition has been consummated in all material respects in accordance with the Related Agreements and all applicable laws. All representations and warranties of Borrower and its Subsidiaries set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. To the knowledge of Borrower, all representations and warranties of LMCHP set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

     4.24 Compliance with Statutes, etc. Each of Borrower and its Subsidiaries is in compliance with all Requirements of Law and all applicable restrictions imposed by all Governmental Authorities in respect of the conduct of its business and the ownership of its property (including compliance with all applicable HMO Regulations, Medicare Regulations, Medicaid Regulations and Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing with respect to Borrower and each of its Subsidiaries:

          (a) neither Borrower nor any of its Subsidiaries nor any individual, to Borrower’s knowledge, employed by Borrower or any of its Subsidiaries would reasonably be expected to have criminal culpability or to be excluded from participation in any Medical Reimbursement Program for individual, to Borrower’s knowledge, or corporate actions or failures to act where such culpability or exclusion has resulted or could reasonably be expected to result in an Exclusion Event that could reasonably be expected to have a Material Adverse Effect;

          (b) no officer continuing to be employed by Borrower or any of its Subsidiaries may reasonably be expected to have individual culpability for matters under investigation by the OIG or other Governmental Authority unless such officer has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the OIG or other Governmental Authority;

          (c) current billing policies, arrangements, protocols and instructions comply with requirements of Medical Reimbursement Programs and are administered by properly trained personnel, except where any such failure to comply would not reasonably be

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expected to result in an Exclusion Event that could reasonably be expected to have a Material Adverse Effect; and

          (d) current medical director compensation arrangements comply with state and federal anti-kick back, fraud and abuse and Stark I and II requirements, except where any such failure to comply would not reasonably be expected to result in an Exclusion Event that could reasonably be expected to have a Material Adverse Effect.

     4.25 Disclosure. No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender by or on behalf of Borrower or any of its Subsidiaries for use in connection with the transactions contemplated hereby, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact (known to Borrower, in the case of any document not furnished by Borrower or its Subsidiaries) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Notwithstanding the foregoing, any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

     4.26 Anti-Terrorism Laws, Foreign Corrupt Practices Act, etc.

          (a) No Credit Party and, to the knowledge of the Credit Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act.

          (b) No Credit Party, and to the knowledge of the Credit Parties, no Affiliate or broker or other agent of any Credit Party acting or benefiting in any capacity in connection with the Loans is any of the following:

     (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

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     (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

     (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

          (c) No Credit Party and, to the knowledge of the Credit Parties, no broker or other agent of any Credit Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

          (d) No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

     4.27 Fraud and Abuse. To the knowledge of the Authorized Officers of the Credit Parties, neither Borrower nor any of its Subsidiaries nor any of their respective officers, directors or Contract Providers have engaged in any activities that are prohibited under any applicable provision of the Social Security Act and the regulations promulgated thereunder, including HIPAA, Medicare Regulations, Medicaid Regulations or binding rules of professional conduct, except to the extent that the same, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 5. AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, each Credit Party shall perform and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

     5.1 Financial Statements and Other Reports. Borrower will deliver to Administrative Agent (for the benefit of the Lenders):

          (a) Quarterly Financial Statements. (i) As soon as available and in any event within 45 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter) of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter

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and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (it being understood that the information required by this clause (i) may be furnished in the form of a Form 10-Q and with the accompanying certifications required by the applicable Requirements of Law for filing Forms 10-Q with the SEC);

     (ii) Within 15 days of the required date for delivery to the applicable state after the end of each Fiscal Quarter of Borrower, quarterly financial statements of each HMO Subsidiary prepared in accordance with SAP;

          (b) Annual Financial Statements. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (2) a report thereon of KPMG LLP or other independent certified public accountants of recognized national standing selected by Borrower and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards (it being understood that the information required by this clause (i) may be furnished in the form of a Form 10-K and with the accompanying certificates required by the applicable Requirements of Law for filing Forms 10-K with the SEC).

     (ii) Within 15 days of the required date for delivery to the applicable state after the end of each Fiscal Year of Borrower, annual financial statements of each HMO Subsidiary prepared in accordance with SAP;

          (c) Compliance Certificate. Together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

          (d) Notice of Certain Investments and Required Advances. Concurrently with the delivery of financial statements under Section 5.1(a), (i) written notification of Investments during such fiscal quarter by any member of the Consolidated Group

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in any HMO Subsidiary that, individually or in the aggregate in any fiscal year of Borrower, exceed 10% of the Regulatory Action Level or, in any state that has not adopted the NAIC definition, the relevant state’s reserve requirements, as applicable, (in each case as determined in accordance with SAP at the immediately preceding fiscal-year-end determination thereof) of such HMO Subsidiary; provided that, to the extent such Investments, individually or in the aggregate, materially deviate from the Financial Plan delivered pursuant to Section 5.1(i), written notification of such Investments shall be provided not later than fifteen days following the end of the calendar month during which such Investments are made and (ii) evidence of any requirement by an HMO Regulator for any member of the Consolidated Group to make a Required Advance in excess of $100,000;

          (e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any Accounting Change, the consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent; provided that this Section 5.1(e) shall not be applicable following an amendment of this Agreement contemplated by Section 1.2;

          (f) Notice of Default. Promptly upon any Authorized Officer of Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Borrower with respect thereto; (ii) that any Person has given any notice to Borrower or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition and what action Borrower has taken, is taking and proposes to take with respect thereto;

          (g) Notice of Litigation. Promptly upon any Authorized Officer of Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Borrower to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either clause (i) or (ii), could reasonably be expected to be adversely determined, and if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters;

          (h) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and

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(ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Pension Plan or Multiemployer Plan as Administrative Agent shall reasonably request;

          (i) Financial Plan. As soon as practicable and in any event no later than thirty days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for such Fiscal Year, together with a pro forma Compliance Certificate for such Fiscal Year and an explanation of the assumptions on which such forecasts are based and (ii) forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each month of such Fiscal Year and (iii) a forecast demonstrating projected compliance with the requirements of Sections 6.7(a) and (b) for such Fiscal Year;

          (j) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal Year, a certificate from Borrower’s insurance broker(s) in form reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such certificate by Borrower and its Subsidiaries;

          (k) Information Regarding Collateral. (a) Borrower will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, (iii) in any Credit Party’s jurisdiction of organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification number. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

          (l) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Borrower shall deliver to Collateral Agent a certificate of an Authorized Officer (i) either confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) and all supplemental intellectual property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above (or in such Collateral Questionnaire) to the extent necessary to effect, protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate

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(except as noted therein with respect to any continuation statements to be filed within such period);

          (m) Other Information. (i) Promptly upon their becoming available, copies of (1) all financial statements, reports, notices and proxy statements sent or made available generally by Borrower to its security holders acting in such capacity or by any Subsidiary of Borrower to its security holders other than Borrower or another Subsidiary of Borrower, (2) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (3) all press releases and other statements made available generally by Borrower or any of its Subsidiaries to the public concerning material developments in the business of Borrower or any of its Subsidiaries and (ii) such other information and data with respect to Borrower or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender;

          (n) Certification of Public Information. Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Nonpublic Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Borrower, its Subsidiaries and their securities;

          (o) Reinsurance Schedule. Within 120 days after the end of each Fiscal Year of Borrower, a schedule setting forth in reasonable detail the reinsurance arrangements maintained by each of the HMO Subsidiaries of Borrower as of the end of such Fiscal Year (with any changes subsequent to the end of such Fiscal Year described therein);

          (p) Provider Status. Notice of the institution of any investigation or proceeding to terminate (or that could reasonably be expected to result in the termination of) the contract of any of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any investigation or proceeding that could reasonably be expected to result in an Exclusion Event;

          (q) Notice of Exclusion Event. Promptly after receipt thereof, notice of intent to exclude, any notice of proposal to exclude issued by the OIG or any other Exclusion Event (together with a copy of any such notice);

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          (r) Loss of Accreditation, Participation, License or Certificate of Authority. Promptly after receipt thereof, notice of receipt of any loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority that, if not promptly complied with or cured, could result in a suspension or forfeiture of any license, certification, or accreditation necessary for such HMO Subsidiary to carry on its business as then conducted or a termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice);

          (s) Non-Compliance with HMO Regulations. Promptly after receipt thereof, notice of receipt of any correspondence from an HMO Regulator asserting that Borrower or any of its Subsidiaries is not in compliance in all material respects with HMO Regulations or threatening action against Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence); and

          (t) HMO Events. Promptly after occurrence thereof, notice of the occurrence of any HMO Event upon any Authorized Officer of Borrower becoming aware thereof.

     5.2 Existence; Licensing. Except as otherwise permitted under Section 6.8, each Credit Party will and will cause each of its Subsidiaries to, at all times:

          (a) Except as permitted by Section 6.8, preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party (other than Borrower with respect to existence) or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and its Subsidiaries and that the loss thereof is not disadvantageous in any material respect to the Borrower and its Subsidiaries or to Lenders; and

          (b) Preserve and maintain (i) the licensing and certification of each HMO Subsidiary pursuant to the HMO Regulations, (ii) all certifications and authorizations necessary to ensure that the HMO Subsidiaries are eligible for all reimbursements available under the HMO Regulations to the extent applicable and (iii) all licenses, permits, authorizations and qualifications required under the HMO Regulations in connection with the ownership or operation of HMOs except, in each case, to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.3 Payment of Taxes and Claims. Each Credit Party will and will cause each of its Subsidiaries to, pay all federal income taxes and all other material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be

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incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserves or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrower or any of its Subsidiaries).

     5.4 Maintenance of Properties. Each Credit Party will and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Borrower and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.5 Insurance. Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Borrower and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Borrower will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System and (b) replacement value casualty insurance on the tangible Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured Parties, as an additional insured thereunder as its interests may appear, (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and provide for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

     5.6 Books and Records; Inspections.

          (a) Each Credit Party will and will cause each of its Subsidiaries to (i) keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP and in all material respects with all Requirements of Law are made of all dealings and transactions in relation to its business and activities and (ii) maintain such books of record and accounts in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower or such Subsidiary; and

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          (b) Each Credit Party will and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that (i) this Section 5.6(b) shall not apply to HMO Subsidiaries to the extent prohibited by any Requirements of Law, (ii) a representative of Borrower shall be given the opportunity to be present for any communication with Borrower’s independent accountants, (iii) the Credit Parties shall not be required to pay the expenses of more than one such visit and inspection during any Fiscal Year of Borrower unless any Default or Event of Default has occurred and is continuing and (iv) each Lender shall coordinate with Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden and expense imposed on the Credit Parties.

          (c) During the course of the aforementioned visits, inspections and discussions, representatives of Administrative Agent and the Lenders may encounter individually identifiable healthcare information or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by law, Administrative Agent and the Lenders, and their respective representatives, shall not disclose, compile, aggregate, remove from the properties of Borrower or any of its Subsidiaries or record in any manner any Confidential Healthcare Information, and shall not require Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

     5.7 Lender Meetings. Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

     5.8 Compliance with Laws. Each Credit Party will comply and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.9 Environmental.

          (a) Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders:

     (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character other than routine sampling, monitoring or similar activities required by a Governmental Authority, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental

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Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect;

     (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by Borrower or any Subsidiary to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Borrower or any Subsidiary at or concerning a Facility in response to (A) any Release of Hazardous Materials, the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect and (3) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect;

     (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported by Borrower or any Subsidiary to any federal, state or local governmental or regulatory agency and (3) any request for information from any governmental agency that reasonably suggests such agency is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for any Release of Hazardous Materials Activity;

     (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and

     (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

          (b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take and shall cause each of its Subsidiaries promptly to take, the actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse

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Effect and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.10 Subsidiaries.

          (a) In the event that any Person becomes a wholly-owned Domestic Subsidiary (other than an HMO Subsidiary) of Borrower, Borrower shall (i) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates as are similar to those described in Sections 3.1(b), 3.1(i), and 3.1(m).

          (b) In the event that any Person becomes an HMO Subsidiary and the Equity Interests of such HMO Subsidiary are owned by Borrower or by any Domestic Subsidiary thereof (other than an HMO Subsidiary), Borrower shall, or shall cause such Domestic Subsidiary to, deliver all such documents, instruments, agreements and certificates as are similar to those described in Section 3.1(b) and Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 100% of such Equity Interests.

          (c) In the event that any Person becomes a Foreign Subsidiary of Borrower and the Equity Interests of such Foreign Subsidiary are owned by Borrower or by any Domestic Subsidiary thereof (other than an HMO Subsidiary), Borrower shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements and certificates as are similar to those described in Section 3.1(b) and Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such Equity Interests.

          (d) With respect to each Subsidiary described in clauses (a)—(c) above, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to the Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.

Notwithstanding the foregoing, Collateral Agent shall not take a security interest in those assets as to which Administrative Agent shall determine, in its discretion, that the cost of obtaining such Lien is excessive in relation to the benefit to the Lenders of the security afforded thereby.

     5.11 Additional Material Real Estate Assets.

          (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real

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Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates specified in clause (b) below with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Asset. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

          (b) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein or permitted hereby, perfected First Priority security interest in certain Material Real Estate Assets as provided in clause (a) above, Collateral Agent shall have received from Borrower or the applicable Guarantor:

     (i) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each owned Material Real Estate Asset;

     (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such owned Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

     (iii) in the case of each Leasehold Property that is a Material Real Estate Asset, (1) a collateral assignment of the lease, in form and substance reasonably satisfactory to Collateral Agent, (2) a Landlord Consent and Estoppel and (3) evidence that such Leasehold Property is a Recorded Leasehold Interest;

     (iv) (a) an ALTA mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Material Real Estate Asset (each, a “Title Policy”), in an amount not less than the fair market value of each Material Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for such Material Real Estate Asset in the appropriate real estate records;

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     (v) a flood certification with respect to such Material Real Estate Asset and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent;

     (vi) an ALTA survey of each Material Real Estate Asset that is not a Leasehold Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; and

     (vii) reports and other information regarding environmental matters related to such Material Real Estate Asset as may be reasonably requested by Administrative Agent.

     Notwithstanding the foregoing clauses (a) and (b), the Collateral Agent shall not take a security interest in or require any title insurance or similar items with respect to those assets as to which the Administrative Agent shall determine, in its discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax, title insurance or similar items) is excessive in relation to the benefit to the Lenders of the security afforded thereby.

     5.12 Interest Rate Protection. No later than ninety (90) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Borrower shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Term Loans net of interest bearing cash and Cash Equivalents of Borrower and its Subsidiaries then outstanding is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

     5.13 Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by the assets of Borrower and the Guarantors and all of the outstanding Equity Interests of Borrower and its Subsidiaries (subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries) as contemplated hereby and by the other Credit Documents.

     5.14 Maintenance of Ratings. Unless otherwise consented to by Administrative Agent or Requisite Lenders, at all times, Borrower shall use commercially reasonable efforts to maintain corporate family and facility ratings issued by Moody’s and S&P with respect to its senior secured debt with respect to this Agreement.

     5.15 Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that

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Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 5.15 as promptly as practicable, and in any event within the time periods set forth in Schedule 5.15 or such other time periods as Administrative Agent may agree in its discretion. The provisions of Schedule 5.15 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 and (b) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 5.15 have been taken (or were required to be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above within the relevant time periods required above shall give rise to an immediate Event of Default pursuant to this Agreement.

SECTION 6. NEGATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, such Credit Party shall perform and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

     6.1 Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

          (a) the Obligations;

          (b) Indebtedness of any Guarantor to Borrower or to any other Guarantor, or of Borrower to any Guarantor; provided, (i) all such Indebtedness shall be evidenced by the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (iii) any payment by any such Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;

          (c) Subordinated Indebtedness of Borrower (and guarantee obligations of any Guarantor in respect of such Subordinated Indebtedness so long as such guarantee obligations are subordinated to the same extent as the obligations of Borrower in respect of such

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Subordinated Indebtedness) and Designated Indebtedness of Borrower not to exceed $300,000,000 in the aggregate at any time outstanding; provided that (i) both immediately prior and after giving effect to the incurrence thereof, no Default or Event of Default shall exist or result therefrom and (ii) the Cash proceeds from the incurrence of such Subordinated Indebtedness or Designated Indebtedness shall be offered to prepay the Loans as required by Section 2.14(d);

          (d) Indebtedness incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Borrower or any of its Subsidiaries;

          (e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

          (f) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; provided, such Indebtedness shall be extinguished within ten days after the incurrence thereof;

          (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries;

          (h) guaranties by Borrower of Indebtedness of a Guarantor or guaranties by a Guarantor of Indebtedness of Borrower or another Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

          (i) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (1) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (2) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (3) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

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          (j) Subordinated Indebtedness of Borrower issued to sellers in connection with the financing of any Permitted Acquisitions in an aggregate amount not to exceed $50,000,000 at any time outstanding;

          (k) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $10,000,000; provided, any such Indebtedness shall be secured only by the asset(s) acquired in connection with the incurrence of such Indebtedness;

          (l) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $35,000,000 at any one time outstanding, provided that (1) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (2) such Indebtedness is not guaranteed in any respect by Borrower or any Subsidiary (other than by any such person that so becomes a Subsidiary) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced;

          (m) Indebtedness of any HMO Subsidiary to (i) any other wholly-owned HMO Subsidiary or (ii) Borrower or any Guarantor to extent permitted as an Investment pursuant to clauses (i), (l) and (q) of Section 6.6;

          (n) Indebtedness incurred in the ordinary course of business and owed to any Person providing property, casualty or liability insurance to Borrower or its Subsidiaries, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of and shall be incurred only to defer the cost of such insurance for a period of twelve months after the date on which such Indebtedness is incurred and such Indebtedness shall only be outstanding during such twelve-month period;

          (o) subordinated (on terms reasonably satisfactory to the Administrative Agent) Indebtedness of Borrower or any Guarantor consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees or their spouses or estates to purchase or redeem an Equity Interest of Borrower issued to such person not to exceed $5,000,000 in aggregate principal amount per fiscal year and $10,000,000 in aggregate principal amount prior to the Term Loan Maturity Date; provided that such amount shall be reduced dollar-for-dollar by payments made pursuant to Section 6.4(c) (other than payments made with proceeds from issuances of Qualified Equity Interests attributed thereto);

          (p) Indebtedness of Borrower or any Guarantor under Hedge Agreements; provided that if such Hedge Agreements relate to interest rates, (i) such Hedge Agreements relate to payment obligations on Indebtedness otherwise permitted to be incurred by

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the Loan Documents and (ii) the notional principal amount of such Hedge Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedge Agreements relate; and

          (q) other unsecured Indebtedness of Borrower and its Subsidiaries in an aggregate amount not to exceed at any time $50,000,000.

     6.2 Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under the intellectual property laws, rules or procedures, except:

          (a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

          (b) Liens for Taxes, assessments and governmental charges not yet due and payable or delinquent and Liens for Taxes, assessments and governmental charges if the corresponding liability is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

          (c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

          (d) Liens incurred in the ordinary course of business 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, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

          (e) easements, rights of way, restrictions, encroachments and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Borrower and its Subsidiaries;

          (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

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          (g) Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

          (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

          (i) 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;

          (j) any zoning or similar law or regulation or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

          (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Borrower and its Subsidiaries;

          (l) Liens described in Schedule 6.2 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date;

          (m) Liens securing Indebtedness permitted pursuant to Section 6.1(k); provided, any such Lien shall encumber only the assets acquired with the proceeds of such Indebtedness;

          (n) Liens securing Indebtedness permitted pursuant to Section 6.1(n); provided any such Lien shall encumber only the rights and interests under the insurance policy that secures such Indebtedness;

          (o) Liens of sellers of goods to Borrower or any of its Subsidiaries arising under Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, covering only the goods sold and covering only the unpaid purchase price not yet due and payable for such goods and related expenses;

          (p) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which Borrower or its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been obtained a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien that has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

          (q) Leases or licenses of the assets or properties of Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of Borrower’s or such

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Subsidiary’s business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of Borrower and its Subsidiaries;

          (r) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with Borrower or any of its Subsidiaries to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon);

          (s) Liens deemed to exist in connection with Investments permitted under Section 6.6 which are the subject of repurchase obligations incurred in the ordinary course of business;

          (t) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; and

          (u) other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $15,000,000 at any time outstanding.

     6.3 No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) restrictions identified on Schedule 6.3 no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

     6.4 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:

          (a) Borrower may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of and only to the extent required by and subject to the subordination provisions contained in, the Subordinated Indebtedness Indenture under which such Subordinated Indebtedness was issued;

          (b) Borrower may make regularly scheduled payments of interest and any payments of principal due and owing as a result of a “change of control”, “fundamental change” or similar event, in each case, in respect of any Designated Indebtedness in accordance with the terms of and only to the extent required by the indenture or other agreement pursuant to which such Designated Indebtedness was issued;

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          (c) Borrower may make payments to repurchase or redeem Qualified Equity Interests of Borrower held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Credit Party, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $5,000,000 plus any cash proceeds from sales or issuances of Qualified Equity Interests of Borrower at substantially the same time as such repurchase or redemption and, shall not exceed in the aggregate since the Closing Date, $10,000,000 plus any cash proceeds from sales or issuances of Qualified Equity Interests at substantially the same time as such repurchase or redemption, plus, in each case the proceeds of any “key-man” life insurance policies; provided further that such amount shall be reduced dollar-for-dollar by payments made in respect of Indebtedness incurred pursuant to Section 6.1(o);

          (d) Borrower may make payments to repurchase or otherwise acquire common Equity Interests of Borrower in an aggregate amount not to exceed $50,000,000 on or after the Closing Date; provided that (i) Borrower may not use the proceeds of any Loan to effect such repurchase or other acquisition, (ii) no Default or Event of Default then exists or would result therefrom, (iii) Borrower’s Liquidity (after giving effect to the consummation of such repurchase or other acquisition) shall be not less than $50,000,000 and (iv) with respect to any individual or series of related repurchases and acquisitions involving payments in excess of $10,000,000, a certificate of a Responsible Officer is delivered to Administrative Agent at least three Business Days prior to such repurchase or other acquisition certifying compliance with this Section 6.4(d);

          (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make payments to satisfy earn-out obligations incurred in the ordinary course of business in an aggregate amount not to exceed $5,000,000 in any Fiscal Year of Borrower;

          (f) Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Equity Interests of Borrower;

          (g) Borrower may repurchase Equity Interests of Borrower deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options;

          (h) so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, Borrower may make cash dividend payments to its shareholders in an aggregate amount not to exceed the excess of the aggregate Net Cash Proceeds from sales or issuances of Qualified Capital Stock made in connection with such dividend over the amount of such Net Cash Proceeds required to be applied as a mandatory prepayment in accordance with Section 2.14(c);

          (i) Borrower may make distributions in the form of Qualified Equity Interests with respect to any Convertible Indebtedness of Borrower in accordance with the terms thereof;

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          (j) Borrower may make distributions in the form of cash settlements with respect to any Related Convertible Debt Derivative Transaction in accordance with the terms thereof, and only to the extent required thereby, so long as the Borrower has received a cash payment in connection with such cash settlement of not less than the amount of such distribution within 90 days prior to the making of such distribution; and

          (k) Borrower may make distributions in the form of cash settlements with respect to the early conversion of any Convertible Indebtedness of Borrower in an amount:

     (i) not to exceed $15,000,000 in the aggregate at any time after the Closing Date; and

     (ii) in excess of $15,000,000 in the aggregate at any time after the Closing Date provided that (1) the Leverage Ratio on a pro forma basis after giving effect to each distribution as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.1 shall be no greater than 1.50:1.00, (2) Borrower’s Liquidity (after giving effect to the consummation of such distribution) shall equal or exceed $50,000,000; and (3) with respect to any individual or series of related distributions involving cash settlements in excess of $10,000,000, a certificate of a Responsible Officer is delivered to Administrative Agent at least three Business Days prior to such distribution certifying compliance with this Section 6.4(k)(ii);

provided further that in the case of clauses (i) and (ii) of this Section 6.4(k), (x) no Default or Event of Default shall have occurred and be continuing at the time of each such distribution or exist immediately after giving effect thereto and (y) Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such distribution as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.1.

     6.5 Restrictions on Subsidiary Distributions. Except as provided herein and in the other Loan Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than (i) restrictions in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) restrictions described on Schedule 6.5, (v) restrictions pursuant to applicable Requirements of Law; (vi) restrictions on deposits imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (vii) any instrument or agreement assumed in connection with any Permitted

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Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the person or the properties or assets of the Person so acquired, so long as such agreement or instrument was not entered into in connection with or in contemplation of such Permitted Acquisition or (viii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

     6.6 Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

          (a) Investments in Cash and Cash Equivalents;

          (b) equity Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in Borrower and any Guarantor;

          (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors, (ii) deposits, prepayments and other credits to suppliers and others made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries and (iii) represented by the endorsement of negotiable instruments held for collection in the ordinary course of business;

          (d) intercompany loans and advances to the extent permitted under Section 6.1(b);

          (e) Consolidated Capital Expenditures with respect to Borrower and the Guarantors permitted by Section 6.7(c);

          (f) loans and advances to directors, officers and employees of Borrower and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

          (g) Permitted Acquisitions permitted pursuant to Section 6.8;

          (h) Investments described in Schedule 6.6;

          (i) Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding in HealthSpring Life and Health Insurance Company, Inc., a Texas Insurance Company, at all times while such Person remains a Subsidiary of Borrower;

          (j) (i) Required Advances, (ii) RS Advances and (iii) other advances to Contract Providers in an aggregate amount not to exceed $2,500,000 at any time outstanding;

          (k) to the extent constituting an Investment, any Related Convertible Debt Derivative Transaction entered into by Borrower;

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          (l) intercompany Investments by Borrower or any Guarantor in any Person, that, prior to such Investment, is an HMO Subsidiary (including, without limitation, guarantees with respect to obligations of any such HMO Subsidiary, loans made to any such HMO Subsidiary and Investments resulting from mergers with or sales of assets to any such HMO Subsidiary) in an aggregate amount not to exceed (i) the amount outstanding on the Closing Date, plus (ii) $10,000,000, plus (iii) the amount dividended, distributed or otherwise paid to any Credit Party by an HMO Subsidiary that are reinvested in a different HMO Subsidiary within 180 days of such dividend, distribution or other payment, plus (iv) other amounts as required by applicable Requirements of Law (including minimum capital requirements); provided that Investments pursuant to clauses (ii), (iii) and (iv) above may not be made if at such time a Default or an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g);

          (m) Hedge Agreements entered into by Borrower or its Subsidiaries and permitted pursuant to Section 6.1(q);

          (n) Investments made by Borrower or any Guarantor as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.8;

          (o) guarantees and other contingent obligations permitted under Section 6.1;

          (p) accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms; and

          (q) other Investments in Subsidiaries of Borrower other than Guarantors in an aggregate amount not to exceed $10,000,000 at any time outstanding.

     Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

     6.7 Financial Covenants.

          (a) Statutory Net Worth Ratio. As of the end of each Fiscal Quarter:

     (i) For each HMO Subsidiary operating in a state that requires risk-based capital reporting (each such HMO Subsidiary being a “RBC HMO”), each such RBC HMO shall maintain a Statutory Net Worth equal to or greater than 10% above the upper limit of the Regulatory Action Level in such state; and

     (ii) For HMO Subsidiaries operating in states that do not require risk-based capital reporting, each such HMO Subsidiary shall maintain a ratio of Statutory Net Worth to the applicable state’s Statutory Net Worth requirement at a level equal to or greater than 1.10:1.00, provided that in no event will the amount required

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pursuant to this clause (ii) be greater than the amount which would be required if clause (i)(A) above were applicable to such HMO Subsidiary;

provided in each case that, so long as each HMO Subsidiary maintains at least the applicable minimum Statutory Net Worth threshold of the state in which it operates, (1) unrestricted Cash and Cash Equivalents of Borrower and (2) any unused availability under the Revolving Commitments may be included in the computation of Statutory Net Worth if necessary to comply with the applicable Statutory Net Worth ratio. Compliance with the applicable Statutory Net Worth Ratio will be determined at the end of each Fiscal Quarter (using as the denominator in each case, for the first three Fiscal Quarters of each year, the prescribed level as of the end of the preceding Fiscal Year and for the last Fiscal Quarter of each Fiscal Year, the prescribed level as of the end of such Fiscal Year).

          (b) Leverage Ratio. Borrower shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2008, to exceed the correlative ratio indicated:

Fiscal
Quarter Ending	Leverage Ratio
March 31, 2008	1.75:1.00
June 30, 2008	1.75:1.00
September 30, 2008	1.50:1.00
December 31, 2008	1.50:1.00
March 31, 2009	1.50:1.00
June 30, 2009	1.25:1.00
September 30, 2009	1.25:1.00
December 31, 2009	1.25:1.00
Thereafter	1.00:1.00

          (c) Maximum Consolidated Capital Expenditures. Borrower shall not and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures in an aggregate amount in excess of $20,000,000 in any Fiscal Year of Borrower; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $10,000,000) of such amount over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year.

          (d) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.7 (but not, except with respect to the Acquisition, for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments

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arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis (i) consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission or (ii) reflecting cost savings directly attributable to such Subject Transaction and that are related to actions implemented or to be implemented, that are of a type reasonably expected to be realized within one year of the date of such Subject Transaction and that are supportable and quantifiable by the underlying accounting records of such business or otherwise factually supportable and reasonably identifiable, in each case, as certified by the chief financial officer of Borrower and otherwise reasonably satisfactory to Administrative Agent) using the historical (audited, if available) financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

     6.8 Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials, equipment and other fixed or capital assets in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

          (a) any Subsidiary of Borrower may be merged with or into Borrower or any Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor; provided, in the case of such a merger, Borrower or such Guarantor (and in any event, if Borrower is party to such transaction, Borrower), as applicable, shall be the continuing or surviving Person;

          (b) sales or other dispositions of assets that do not constitute Asset Sales;

          (c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) (i) are less than $1,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $5,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or

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similar governing body)), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);

          (d) disposals of obsolete, worn-out or surplus property;

          (e) (i) the Acquisition and (ii) Permitted Acquisitions, the Acquisition Consideration (exclusive of any amount financed with the proceeds of the issuance of Qualified Equity Interests) for which constitutes (1) less than $50,000,000 in the aggregate in any Fiscal Year and (2) less than $150,000,000 in the aggregate from the Closing Date to the date of determination;

          (f) Investments made in accordance with Section 6.6;

          (g) leases or subleases of real or personal property in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of Borrower and its Subsidiaries; and

          (h) sales of non-core assets acquired in a Permitted Acquisition; provided that such sales shall be consummated within 270 days of the Permitted Acquisition provided further (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (ii) no less than 75% thereof shall be paid in Cash and (iii) the Net Asset Sale Proceeds thereof shall be applied as and to the extent required by Section 2.14(a).

     6.9 Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except, in the case of clauses (a) and (b), to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

     6.10 Sales and Lease Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Borrower or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Borrower or any of its Subsidiaries) in connection with such lease.

     6.11 Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who

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is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction solely among Borrower and/or one or more Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) Restricted Junior Payments permitted by Section 6.4; (f) Indebtedness permitted by clauses (b), (d), (h) and (m) of Section 6.1 and Investments permitted by clauses (d), (f), (g), (l) and (q) of Section 6.4; (g) sales of Qualified Capital Stock of Borrower to Affiliates of Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; and (h) any transaction with an Affiliate where the only consideration paid is Qualified Capital Stock of Borrower.

     6.12 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (a) the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses and other businesses that, in the good faith judgment of the Board of Directors of Borrower, support or enhance the aforesaid businesses and (b) such other lines of business as may be consented to by Requisite Lenders.

     6.13 Amendments or Waivers of Organizational Documents and Certain Related Agreements. No Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents or any of its material rights under any Related Agreement after the Closing Date in a manner that is adverse to the Lenders without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

     6.14 Amendments or Waivers of with respect to Certain Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Designated Indebtedness or Subordinated Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on such Designated Indebtedness or Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, or change the subordination provisions of any Subordinated Indebtedness (or of any guaranty thereof), if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Designated Indebtedness or Subordinated Indebtedness (or a trustee or other representative on their behalf) which would be adverse to any Credit Party or Lenders.

     6.15 Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year end from December 31.

     6.16 Anti-Terrorism Law; Anti-Money Laundering. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, (a) knowingly conduct any

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business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 4.26, (b) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (c) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Credit Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Credit Parties’ compliance with this Section 6.16).

     6.17 Embargoed Person. No Credit Party shall, nor shall it permit any of its Subsidiaries to, knowingly cause or permit (a) any of the funds or properties of the Credit Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (i) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Credit Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (ii) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Credit Parties, with the result that the investment in the Credit Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

SECTION 7. GUARANTY

     7.1 Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

     7.2 Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with

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respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

     7.3 Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

     7.4 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

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          (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

          (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

          (c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

          (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

          (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed Obligations;

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and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and

          (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and, to the extent permitted by applicable law, shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Borrower or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

     7.5 Waivers by Guarantors. To the extent permitted by applicable law, each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of

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validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

     7.6 Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower and (c) any benefit of and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation,

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reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

     7.7 Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

     7.8 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

     7.9 Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

     7.10 Financial Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents and the Hedge Agreements and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

     7.11 Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or

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arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

          (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

          (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

     7.12 Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

     8.1 Events of Default. If any one or more of the following conditions or events shall occur:

          (a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

          (b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other

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amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $7,500,000 or more or with an aggregate principal amount of $15,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

          (c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.1, Section 5.2 or Section 6; or

          (d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

          (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an Authorized Officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

          (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Borrower or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Borrower or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

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          (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in this Section 8.1(g) or in Section 8.1(f); or

          (h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $7,500,000 or (ii) in the aggregate at any time an amount in excess of $15,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Borrower or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

          (i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party, and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

          (j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA; or

          (k) Change of Control. A Change of Control shall occur; or

          (l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any

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action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or

          (m) Subordination. Any Subordinated Indebtedness or the guarantees thereof shall cease, for any reason, to be validly subordinated to Borrower’s Obligations hereunder or the obligations of the Guarantors hereunder in respect thereof, as the case may be, as provided in any Subordinated Indebtedness Indenture, or any Credit Party, any Affiliate of any Credit Party, the trustee in respect of any Subordinated Indebtedness, as the case may be, or the holders of at least 25% in aggregate principal amount of the Subordinated Indebtedness, as the case may be, shall so assert; or

          (n) HMO Event. (i) There occurs an HMO Event with respect to Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect and such HMO Event shall remain unremedied for ninety days after the occurrence thereof (or such lesser period of time, if any, as the HMO Regulator administering the HMO Regulations shall have imposed for the cure of such HMO Event), (ii) the HMO Subsidiaries, taken as a whole, shall suffer a net loss of 20% or more of their Medicare Advantage plan (or any successor plan thereto) members in the aggregate (other than as the result of any Asset Sale permitted hereunder), as measured from the beginning of the previous month or from the close of the immediately preceding Fiscal Year that could reasonably be expected to have a Material Adverse Effect; or

          (o) Exclusion Event. There shall occur an Exclusion Event that could reasonably be expected to have a Material Adverse Effect; or

          (p) Criminal Indictment. Borrower becomes subject to a criminal indictment (i) that could reasonably be expected to have a Material Adverse Effect or (ii) that results in a conviction or other criminal outcome adverse to Borrower that could reasonably be expected to have a Material Adverse Effect;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitment, if any, of each Lender having a Revolving Commitment and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit) which shall be held by Administrative Agent as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, and (III) all other Obligations; provided, the foregoing shall not affect in any way

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the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents.

SECTION 9. AGENTS

     9.1 Appointment of Agents. Bank of America, Citibank and UBS are hereby appointed Co-Syndication Agents hereunder and each Lender hereby authorizes Bank of America, Citibank and UBS to act as Co-Syndication Agents in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Wachovia is hereby appointed Documentation Agent hereunder and each Lender hereby authorizes Wachovia to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each Co-Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Bank of America, Citibank and UBS, in each party’s respective capacity as Co-Syndication Agent, nor Wachovia, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

     9.2 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

     9.3 General Immunity.

          (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other

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documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party or to any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

          (c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits

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and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

     9.4 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

     9.5 Lenders’ Representations, Warranties and Acknowledgment.

          (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

          (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

     9.6 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or

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asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

     9.7 Successor Administrative Agent, Collateral Agent and Swing Line Lender.

          (a) Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, Administrative Agent, by notice to Borrower and the Requisite Lenders, may retain its role as Collateral Agent under any Collateral Document. Except as provided in the immediately preceding sentence, any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or

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removal of GSCP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to Borrower and the Requisite Lenders at any time.

          (b) In addition to the foregoing, Collateral Agent may resign at any time by giving thirty 30 days’ prior written notice thereof to Lenders and the Grantors and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder.

          (c) Any resignation or removal of GSCP Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Swing Line Lender and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation and (c) Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the

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principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

     9.8 Collateral Documents and Guaranty.

          (a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

          (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

          (c) Rights under Hedge Agreements and Cash Management Agreements. No Hedge Agreement will create (or be deemed to create) in favor of any Lender Counterparty that is a party thereto and no Cash Management Agreement will create (or be deemed to create) in favor of any Cash Management Provider that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in Sections 10.5(c)(v) and 10.5(c)(vi) of this Agreement and Section 9.2 of the Pledge and Security Agreement.

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     9.9 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

SECTION 10. MISCELLANEOUS

     10.1 Notices.

          (a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Co-Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank or Documentation Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

          (b) Electronic Communications.

     (i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the

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“return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

     (ii) Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent.

     (iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

     (iv) Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

     10.2 Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; provided that prior to the occurrence and during the continuance of a Default or an Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by the Administrative Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel for the Administrative Agent determines in good faith that there is a conflict that requires separate representation for any Agent; (d) all the actual costs and reasonable expenses of creating, perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and

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reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders reasonably may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual and reasonable costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual and reasonable costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

     10.3 Indemnity.

          (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are determined by the final judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

          (b) To the extent permitted by applicable law, no Credit Party shall assert and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, trustees, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or

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omission or event occurring in connection therewith and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

     10.4 Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

     10.5 Amendments and Waivers.

          (a) Requisite Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.

          (b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

     (i) extend the scheduled final maturity of any Loan or Note;

     (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

     (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

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     (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee payable hereunder;

     (v) extend the time for payment of any such interest or fees;

     (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

     (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

     (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; or

     (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents.

          (c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

     (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

     (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

     (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders and Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

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     (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;

     (v) amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty”, “Hedge Agreement”, “Obligations”, or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;

     (vi) amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Cash Management Obligations or the definition of “Cash Management Agreement”, “Cash Management Obligations”, “Cash Management Provider”, “Cash Management Services”, “Obligations”, or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Cash Management Provider with Cash Management Obligations then outstanding without the written consent of any such Cash Management Provider; or

     (vii) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

          (d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

     10.6 Successors and Assigns; Participations.

          (a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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          (b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon New York City time and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date”. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

          (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform and not varying percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

     (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and

     (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, except in the case of assignments made by or to GSCP, consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loans, Revolving Commitments and Revolving Loans of the respective assigning Lender).

          (d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent by the parties to such assignment of a registration and

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processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GSCP or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender).

          (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

          (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

          (g) Participations.

     (i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

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     (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

     (iii) Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrower’s prior written consent and (y) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

          (h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

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     10.7 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     10.8 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder and the termination hereof.

     10.9 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

     10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

     10.11 Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several, and no Lender shall be responsible for the obligations or

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Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

     10.13 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     10.15 CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

     10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-

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ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO) AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.17 Confidentiality. Each Agent and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17 (provided, such agents and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17)), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any Cash Management Agreement or to any swap or derivative transaction relating to Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it in connection with the rating of the Credit Partners or their obligations, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided that

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unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, any obligations of confidentiality contained herein and therein, as they related to the transactions contemplated by this Agreement (the “Loan Transactions”), shall not apply to the federal tax structure or federal tax treatment of the Loan Transactions, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal tax structure and federal tax treatment of the Loan Transactions. The preceding sentence is intended to cause the Loan Transactions not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury regulations promulgated under Section 6011 of the Internal Revenue Code and shall be construed in a manner consistent with such purpose. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax concept, tax matter or tax idea related to the Loan Transactions.

     10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

     10.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

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     10.20 Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

     10.21 Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Credit Party in accordance with the Patriot Act.

     10.22 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

     10.23 No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and Borrower, its stockholders or its affiliates. Borrower acknowledges and agrees that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lenders, on the one hand and Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising Borrower on other matters) or any other obligation to Borrower except the obligations expressly set forth in the Credit Documents and (iv) Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate. Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.

     10.24 Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Credit Party or any other obligor under any of the Credit Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any

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Collateral or any other property of any such Credit Party, unless expressly provided for herein or in any other Credit Document, without the prior written consent of the Administrative Agent. The provisions of this Section 10.24 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Credit Party.

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

HEALTHSPRING, INC.
By:	/s/ Kevin M. McNamara
	Name:	Kevin M. McNamara
	Title:	Executive Vice President, Chief Financial Officer, and Treasurer

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GULFQUEST, L.P.

HEALTHSPRING EMPLOYER
SERVICES, INC.

HEALTHSPRING MANAGEMENT, INC.

HEALTHSPRING MANAGEMENT OF AMERICA, LLC

HEALTHSPRING USA, LLC

HOUQUEST, L.L.C.

NEWQUEST, LLC

NEWQUEST MANAGEMENT OF
ALABAMA, LLC

NEWQUEST MANAGEMENT OF
FLORIDA, LLC

NEWQUEST MANAGEMENT OF
ILLINOIS, LLC

SIGNATURE HEALTH ALLIANCE, INC.

TENNESSEE QUEST, LLC

TEXQUEST, L.L.C.

By:	/s/ Kevin M. McNamara
	Name:	Kevin M. McNamara
	Title:	Executive Vice President, Chief Financial Officer, and Treasurer

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GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Collateral Agent, Lead Arranger and a Lender
By:	/s/ Walter A. Jackson
	Authorized Signatory

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BANK OF AMERICA, N.A. as Co-Syndication Agent and a Lender
By:	/s/ Suzanne B. Smith
	Name:	Suzanne B. Smith
	Title:	Senior Vice President

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CITIBANK, N.A., as Co-Syndication Agent, Issuing Bank, Swing Line Lender and a Lender
By:	/s/ Sarah Willett
	Name:	Sarah Willett
	Title:	Vice President

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UBS SECURITIES LLC as Co-Syndication Agent
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director

By:	/s/ Marie Haddand
	Name:	Marie Haddad
	Title:	Associate Director

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WACHOVIA BANK, N.A., a Lender
By:	/s/ Bradford Vieira
	Name:	Bradford Vieira
	Title:	Vice President

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FIFTH THIRD BANK, as a Lender
By:	/s/ John Stringfield
	Name:	John Stringfield
	Title:	Vice President

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RAYMOND JAMES BANK, FSB, as a Lender
By:	/s/ Steven F. Paley
	Name:	Steven F. Paley
	Title:	Vice President

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AMEGY BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Howard Schram
	Name:	Howard Schram
	Title:	Senior Vice President

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U.S. BANK, NA., as a Lender
By:	/s/ Thomas A. Heckman
	Name:	Thomas A. Heckman
	Title:	Vice President

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FIRST TENNESSEE BANK, NA as a Lender
By:	/s/ Kenneth H. Barbarich
	Name:	Kenneth H. Barbarich
	Title:	Senior Vice President

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LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kristen L. Heron
	Name:	Kristen L. Heron
	Title:	Vice President

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REGIONS BANK, as a Lender
By:	/s/ Steven Bosshardt, on behalf of Craig Gardella
	Name:	Steven Bosshardt, on behalf of Craig Gardella
	Title:	Banking Officer

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SUNTRUST BANK, as a Lender
By:	/s/ John W. Teasley
	Name:	John W. Teasley
	Title:	Director

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UBS Loan Finance LLC, as a Lender
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director

By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director

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APPENDIX A-1
TO CREDIT AND GUARANTY AGREEMENT

Term Loan Commitments

			Pro
Lender	Term Loan Commitment		Rata Share
Goldman Sachs Credit Partners L.P.	$	22,500,000		7.50	%
Citibank, N.A.	$	30,000,000		10.0	%
UBS Loan Finance LLC	$	22,500,000		7.50	%
Bank of America, N.A.	$	26,250,000		8.75	%
Wachovia Bank, N.A.	$	30,000,000		10.0	%
Fifth Third Bank	$	30,000,000		10.0	%
Raymond James Bank, FSB	$	30,000,000		10.0	%
Amegy Bank National Association	$	22,500,000		7.50	%
U.S. Bank, N.A.	$	22,500,000		7.50	%
SunTrust Bank	$	18,750,000		6.25	%
LaSalle Bank National Association	$	18,750,000		6.25	%
Regions Bank	$	15,000,000		5.00	%
First Tennessee Bank, N.A.	$	11,250,000		3.75	%
Total	$	300,000,000		100.0	%

APPENDIX A-1-1

APPENDIX A-2
TO CREDIT AND GUARANTY AGREEMENT

Revolving Commitments

			Pro
Lender	Revolving Commitment		Rata Share
Goldman Sachs Credit Partners L.P.	$	7,500,000		7.50	%
Citibank, N.A.	$	10,000,000		10.0	%
UBS Loan Finance LLC	$	7,500,000		7.50	%
Bank of America, N.A.	$	8,750,000		8.75	%
Wachovia Bank, N.A.	$	10,000,000		10.0	%
Fifth Third Bank	$	10,000,000		10.0	%
Raymond James Bank, FSB	$	10,000,000		10.0	%
Amegy Bank National Association	$	7,500,000		7.50	%
U.S. Bank, N.A.	$	7,500,000		7.50	%
SunTrust Bank	$	6,250,000		6.25	%
LaSalle Bank National Association	$	6,250,000		6.25	%
Regions Bank	$	5,000,000		5.00	%
First Tennessee Bank, N.A.	$	3,750,000		3.75	%
Total	$	100,000,000		100.0	%

APPENDIX A-2-1

APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

HEALTHSPRING, INC.

9009 Carothers Parkway
Suite 501
Franklin, TN 37067
Attention: Chief Financial Officer
Facsimile: (615) 401-4566

in each case, with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, TN 37238
Attention: J. James Jenkins, Jr.
Facsimile: (615) 742-2736

APPENDIX B-1

GOLDMAN SACHS CREDIT PARTNERS L.P.,
Principal Office, Administrative Agent, Collateral Agent, Lead Arranger and as a Lender

Goldman Sachs Credit Partners L.P.
c/o Goldman, Sachs & Co.
30 Hudson Street, 17th Floor
Jersey City, NJ 07302
Attention: SBD Operations
Attention: Pedro Ramirez
Telecopier: (212) 357-4597
Email and for delivery of final financial statements for posting: gsd.link@gs.com

with a copy to:

Goldman Sachs Credit Partners L.P.
1 New York Plaza
New York, New York 10004
Attention: Elizabeth Fischer/Rob Schatzman
Telecopier: (212) 902-3000

APPENDIX B-2

BANK OF AMERICA, N.A.,
as Co-Syndication Agent and a Lender

Suzanne B. Smith
414, Union St., Nashville, TN 37219
TN1-100-04-17
Attention: 615-749-3818
Facsimile: 615-749-4951

with a copy to:

Gail Banasiak
414, Union St., Nashville, TN 37219
TN1-100-04-17
Attention: 615-749-4607
Facsimile: 615-749-4951

APPENDIX B-3

CITIBANK, N.A.,
as Co-Syndication Agent, Issuing Bank, Swing Line Lender and a Lender

Swing Line Lender’s Principal Office:

399 Park Ave.
16th Floor
New York, NY 10043
Attention: Lauren Wendolowski
Facsimile: 212-994-0847

Issuing Bank’s Principal Office:

Citibank, N.A., C/O it’s Servicer, Citicorp North America, Inc.
3800 Citibank Center, Bldg. B, 3rd Floor
Tampa, FL 33610
Attention: Standby Letter of Credit Dept.
Facsimile: 1-813-604-7187

in each case, with a copy to:

Citibank, N.A.
Attention: Lauren Wendolowski
Facsimile: 212-994-0847

APPENDIX B-4

UBS SECURITIES LLC,
as Co-Syndication Agent

677 Washington Blvd.
Stamford, CT 06901

Attention: Brian Gross
Facsimile: 203-719-3888

with a copy to:

677 Washington Blvd.
Stamford, CT 06901

Attention: Frank Luzzi
Facsimile: 203-719-3888

APPENDIX B-5

WACHOVIA BANK, N.A.,
as Documentation Agent and a Lender

230 4th Avenue North, 8th Floor
Nashville, TN 37219
Attention: Bradford Vieira, 615-525-2394
Facsimile: 615-525-2399

APPENDIX B-6

FIFTH THIRD BANK,
as Senior Managing Agent and a Lender

Sandy Hamrick
424 Church Street
Nashville, TN 37221
Facsimile: 615-687-3067

with a copy to:

John Stringfield
424 Church Street
Nashville, TN 37221
Facsimile: 615-687-3067

APPENDIX B-7

RAYMOND JAMES BANK, FSB,
as Senior Managing Agent and a Lender

Raymond James Bank
710 Carillon Parkway
St. Petersburg, FL 33716
Attention: Steven F. Paley, VP
Telephone: 727-567-1720
Facsimile: 727-567-8830

APPENDIX B-8

AMEGY BANK NATIONAL ASSOCIATION,
as Senior Managing Agent and a Lender

Howard Schramm
4400 Post Oak Parkway, Houston, TX 77027
713-232-1434 (t) 713-561-0744
Attention: Dana Chargois
Facsimile: 713-693-7467

APPENDIX B-9

U.S. BANK, N.A.,
as Senior Managing Agent and a Lender

150 4th Ave. North, 3rd Floor
Nashville, TN 37219
615-251-9214
Attention: Thomas A. Heckman
Facsimile: 615-251-0729

APPENDIX B-10

FIRST TENNESSEE BANK, NA,
as a Lender

First Tennessee Bank
511 Union St FL 3
Nashville, TN 37219-1736
Attention: Corey Napier
Facsimile: (615) 734-6117

APPENDIX B-11

LASALLE BANK NATIONAL ASSOCIATION,
as a Lender

135 S. LaSalle Street, Suite 826
Chicago, IL 60603
Attention: Kristen L. Heron
Phone: (312) 992-3873
Facsimile: (312) 904-6457

with a copy to:

135 S. LaSalle Street, Suite 826
Chicago, IL 60603
Attention: Bill Verven
Phone: (312) 904-9011
Facsimile: (312) 904-6373

APPENDIX B-12

REGIONS BANK,
as a Lender

315 Deaderick Street
Nashville, TN 37237
Attention: Craig Gardella
Facsimile: 615-748-8480

APPENDIX B-13

SUNTRUST BANK,
as a Lender

201 Fourth Ave. N., 3rd Floor
Nashville, TN 37219
(615) 748-4555
Attention: Audrey Soskin
Facsimile: (615) 748-5269

APPENDIX B-14

UBS LOAN FINANCE LLC,
as a Lender

677 Washington Blvd.
Stamford, CT 06901
Attention: Brian Gross
Facsimile: 203-719-3888

with a copy to:

677 Washington Blvd.
Stamford, CT 06901
Attention: Frank Luzzi
Facsimile: 203-719-3888

APPENDIX B-15

EX-10.2

EXECUTION COPY

EXHIBIT 10.2

MEDICAL SERVICES AGREEMENT

     This MEDICAL SERVICES AGREEMENT (this “Agreement”) is hereby made and entered into effective as of October 1, 2007 (the “Effective Date”), by and between Leon Medical Centers Health Plans, Inc., a Florida corporation (“PLAN”), and Leon Medical Centers, Inc., a Florida corporation (“PROVIDER”).

RECITALS

     WHEREAS, PLAN is a duly licensed health maintenance organization (“HMO”);

     WHEREAS, PLAN offers an option to its Medicare Advantage members to receive services from a Clinic Model Provider (as defined in Section 1.1 below);

     WHEREAS, PROVIDER operates clinics, known as “medical centers,” and provides certain medical services to PLAN’s Medicare Advantage members as a Clinic Model Provider;

     WHEREAS, as of immediately prior to the Effective Date, PROVIDER is providing Services (defined below) as a Clinic Model Provider to PLAN’s Medicare Advantage members pursuant to that certain Agreement by and between PROVIDER and PLAN, dated September 15, 2004 (the “Current Agreement”);

     WHEREAS, immediately prior to the execution of this Agreement, HealthSpring, Inc., a Delaware corporation (“HealthSpring"), and NewQuest, LLC, a Texas limited liability company and wholly owned subsidiary of HealthSpring “NewQuest”) acquired PLAN from certain affiliates of PROVIDER pursuant to the terms of that certain Stock Purchase Agreement, dated August 9, 2007, by and among HealthSpring, NewQuest, PLAN and such affiliates of PROVIDER (the “Stock Purchase Agreement”);

     WHEREAS, the execution and delivery of this Agreement by PROVIDER was a material inducement and condition to the consummation of the purchase of PLAN by HealthSpring and NewQuest pursuant to the Stock Purchase Agreement;

     WHEREAS, PLAN and PROVIDER desire that, subject to the terms and conditions of this Agreement, PROVIDER provide or arrange for the provision of certain primary care medical services, specified specialty care services, pharmacy services and specified ancillary services (each and any of such services, “Services”), as a Clinic Model Provider through PROVIDER’S medical centers and/or through Affiliated Providers (as defined in Section 11.5) to PLAN’s Medicare Advantage members who (i) reside in Approved PLAN Operating Areas (as defined in Section 1 below) and (ii) select or are assigned to a Clinic Model Provider for delivery of Services;

     WHEREAS, concurrently with the execution of this Agreement, PROVIDER, as licensor, and PLAN, as licensee, have entered into a certain Trademark License Agreement (the “License Agreement”) and such parties have also entered into the Office Space Agreement; and

     WHEREAS, PLAN and PROVIDER desire to hereby provide for their mutual rights and obligations with respect to the arrangement contemplated by the preceding recitals.

AGREEMENT

     NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Application of this Agreement & Approved PLAN Operating Areas.

     1.1 Application of this Agreement. PROVIDER and PLAN agree that the Current Agreement is hereby terminated and extinguished for all purposes and is hereby superseded by this Agreement. This Agreement applies to the relationship between PROVIDER and PLAN with respect to the provision of Services by PROVIDER, including, without limitation, through the PROVIDER-operated medical centers that now or hereafter service the Approved PLAN Operating Areas (the “PROVIDER Medical Centers”) and/or through Affiliated Providers (as defined in Section 11.5), to (i) PLAN’s Medicare Advantage members who (A) reside in Approved PLAN Operating Areas and (B) select or are assigned to PLAN’s Clinic Model Provider for delivery of Services (“PROVIDER Medicare Members”), and (ii) PROVIDER HMO Members (as defined in Section 7.1(d)). For the purposes of this Agreement, “Clinic Model Provider” means a medical services provider (1) that employs, or contracts on an exclusive basis with, two or more primary care physicians; and (2) that provide services to persons who are eligible for Medicare; and (3) at a clinic or other common facility; and (4) either (a) provides services on an exclusive basis to the members of a single HMO or similar managed care organization, or (b) if providing services not exclusively to the members of a single HMO or similar managed care organization, the services provided are not normally and customarily provided by primary care physician practices.

     1.2 Approved PLAN Operating Areas. As used in this Agreement, the term “PLAN Operating Area” means a geographic area (x) that is located in the Restricted Area (as defined in Section 7.1(a)) and (y) that is served by a single zip code. As used in this Agreement, the term "Approved PLAN Operating Areas” means the PLAN Operating Areas listed on Exhibit 4, as amended from time to time in order to incorporate any expansions, if any, to the Approved PLAN Operating Areas in accordance with Section 7.1(b) below. Notwithstanding anything set forth in this Agreement to the contrary, the parties acknowledge and agree that (1) PROVIDER shall in no event have any obligation to provide or deliver Services, or to cause the provision or delivery of Services, to any Medicare Advantage members who do not reside in an Approved PLAN Operating Area, (2) Medicare Advantage members who do not reside in an Approved PLAN Operating Area shall in no event constitute PROVIDER Medicare Members, (3) in the event that any of PLAN’s Medicare Advantage members selects or is assigned to one of PROVIDER’s primary care physicians that cannot accommodate such member because it would cause such physician to exceed his or her availability, as determined in good faith by PROVIDER in accordance with its historical practices and guidelines communicated by PROVIDER to PLAN from time to time, PLAN, with the assistance and recommendation of PROVIDER, shall assign or cause such member to select another of PROVIDER’s primary care

2

physicians at the same PROVIDER Medical Center, and (4) in the event that any of PLAN’s Medicare Advantage members selects or is assigned to one of PROVIDER’s primary care physicians that practices at a PROVIDER Medical Center that has exceeded its designated capacity (as set forth on Exhibit 5), then PLAN shall not permit such member to assign or select such PROVIDER Medical Center without the prior written consent of PROVIDER and shall, if directed by PROVIDER (i) assign or cause such member to select one of PROVIDER’s primary care physicians practicing at a PROVIDER Medical Center that has not exceeded or reached its designated capacity or at an Affiliated Provider (if and to the extent directed by PROVIDER), or (ii) if and only to the extent that PLAN is unable to effectuate the alternative described in the preceding clause (i), assign or cause such member to select one of PLAN’s non-Clinic Model Provider products. In no event will the failure of a PROVIDER Medical Center or Affiliated Provider to have capacity to admit one of PLAN’s Medicare Advantage members give rise to a right on the part of PLAN to contract with, or direct or permit any of its PLAN’s Medicare Advantage members to select, a Clinic Model Provider operating in the Restricted Area other than PROVIDER. The parties acknowledge and agree that in no event will PROVIDER have any obligation to expand or modify the designated capacity of any of its PROVIDER Medical Centers or Affiliated Providers. For the avoidance of doubt, references in this Agreement to “Medicare Advantage” shall be deemed to include any and all successor Medicare plans to Medicare Advantage.

2. Contract Year. References throughout this Agreement to a “Contract Year” shall be deemed to refer to a specific calendar year (i.e., January 1 — December 31) during the Term (as defined in Section 10.1 hereof), except that the period commencing on the Effective Date and ending on December 31, 2007 shall be deemed to constitute the first Contract Year (i.e., Contract Year 2007).

3. Provision of Services.

     3.1 PROVIDER Covered Services. During the Term, PROVIDER shall provide to the PROVIDER Medicare Members the Services set forth, together with their respective CPT codes and/or definitions (as applicable) and their respective Core Non-Pharmacy Payments (as defined in Section 4.1(a) below), on Exhibit 1, as the same may be amended from time to time in accordance with Section 4.5(c) (the “PROVIDER Core Services”); provided, however, that, notwithstanding anything in this Agreement to the contrary, if any PROVIDER Medicare Member selects or is assigned as their primary care physician a physician who primarily practices in an Affiliated Provider, or in a PROVIDER Medical Center that does not provide transportation to the Approved PLAN Operating Area where such PROVIDER Medicare Member resides, then PROVIDER shall have the right, in its sole discretion, to withhold the transportation benefit that is part of the PROVIDER Core Services with respect to such PROVIDER Medicare Member unless and until either (i) such PROVIDER Medicare Member selects or is assigned as their primary care physician a physician who practices at the PROVIDER Medical Center(s), if any, that provides transportation to the Approved PLAN Operating Area where such PROVIDER Medicare Member resides, as designated by PROVIDER and communicated to PLAN in writing from time to time, or (ii) the physician selected by or assigned to such PROVIDER Medicare Member as their primary care physician relocates his or her practice to a PROVIDER Medical Center, if any, that provides transportation to the Approved PLAN Operating Area where such PROVIDER Medicare Member resides.

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Except as specifically set forth in Section 4.5(c) or as expressly agreed to in a writing executed by each of PLAN and PROVIDER, the PROVIDER Core Services shall in no event be expanded, curtailed or otherwise modified at any time during the Term. In addition to the PROVIDER Core Services, PROVIDER shall provide to the PROVIDER Medicare Members the Services set forth, together with their respective CPT codes and/or definitions (as applicable) and their respective Additional Services Capitation Payments (as defined in Section 4.2 below), on Exhibit 2, as the same may be amended from time to time in accordance with Section 3.2 below (the “PROVIDER Additional Services”). The PROVIDER Core Services and PROVIDER Additional Services are referred to together as the “PROVIDER Covered Services.”

     3.2 Revisions to PROVIDER Additional Services. During the Contract Years 2007 and 2008, PROVIDER shall provide to the PROVIDER Medicare Members the PROVIDER Additional Services set forth in Exhibit 2. For each Contract Year subsequent to Contract Year 2008, PLAN and PROVIDER shall determine what additional Services, if any, PROVIDER shall provide as PROVIDER Additional Services, as well as the Additional Services Capitation Payments to be paid by PLAN to PROVIDER with respect to any and all PROVIDER Additional Services, and whether any changes are appropriate to the CPT codes and/or the definitions (as applicable) of the PROVIDER Additional Services set forth on the then current version of Exhibit 2, all subject to Section 4 below. The parties shall make such determination in accordance with the following procedures:

     (a) PROVIDER shall, with respect to each Contract Year beginning with the Contract Year 2008, not later than March 1 of such Contract Year, provide to PLAN a list of Services that it proposes to provide as the PROVIDER Additional Services during the following Contract Year. In response, PLAN shall, not later than April 15 of such Contract Year, provide PROVIDER with a revised Exhibit 2 reflecting those of such proposed Services that PLAN desires PROVIDER provide as the PROVIDER Additional Services during the following Contract Year, such revised Exhibit to include the CPT codes and/or proposed definitions (as applicable) with respect to any proposed additions to the PROVIDER Additional Services, any revisions to the CPT codes and/or definitions (as applicable) of the PROVIDER Additional Services then being provided, and the Additional Services Capitation Payments to be paid by PLAN to PROVIDER with respect to all PROVIDER Additional Services (together, the “Revisions to Additional Services”).

     (b) PROVIDER and PLAN shall negotiate in good faith and attempt to reach agreement on such Revisions to Additional Services by May 1 of such Contract Year. The Revisions to Additional Services so agreed, if any (as evidenced by an amended Exhibit 2 executed by PROVIDER and PLAN), shall (i) constitute, with respect to such following Contract Year, the PROVIDER Additional Services, the CPT codes and/or definitions (as applicable) with respect to such PROVIDER Additional Services and the Additional Services Capitation Payments to be paid by PLAN to PROVIDER with respect to all PROVIDER Additional Services, and (ii) be attached hereto and deemed for all purposes to have, with respect to such following Contract Year, amended, restated and superseded Exhibit 2 in its entirety.

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     (c) Notwithstanding the foregoing, PROVIDER shall (including upon the failure of PLAN and PROVIDER to reach agreement on the Revisions to the Additional Services within the time periods provided in the preceding sub-section (b)), have the option (the “Additional Services Option”), but not the obligation, during each of the Contract Years, of either: (i) not providing or arranging for the provision of any PROVIDER Additional Services during the following Contract Year, or (ii) providing or arranging for the provision during the following Contract Year of any one or more Services (as selected by PROVIDER in its sole discretion) as PROVIDER Additional Services by selecting such Services from among: (A) the Revisions to Additional Services proposed by PLAN for the following Contract Year, and/or (B) the PROVIDER Additional Services being provided in the then current Contract Year, on the same terms as set forth on the Exhibit 2 then in effect, except (i) subject to any adjustments pursuant to Section 4.5 below, (ii) if CMS no longer requires Medicare Advantage plans to provide to Medicare Advantage plan members a Service that is a PROVIDER Additional Service, such Service shall be eliminated as a PROVIDER Additional Service unless otherwise mutually agreed by PROVIDER and PLAN (other than hearing aids and after hours answering service, which are currently listed on Exhibit 2 and shall remain PROVIDER Additional Services compensated at the Additional Services Capitation Payments set forth therein) and (iii) if CMS revises, adds or eliminates CPT codes or definitions with respect to any of the PROVIDER Additional Services set forth on Exhibit 2, the parties shall modify Exhibit 2 accordingly. The parties shall proceed to negotiate in good faith in an attempt to agree on any revisions to Exhibit 2, including the amount of any adjustments to the Additional Services Capitation Payments to reflect any changes to PROVIDER Additional Service or such revisions, additions or elimination of CPT codes or definitions, as applicable. If the parties cannot agree on such revisions to Exhibit 2 within fifteen (15) days following commencement of the negotiations with respect thereto, then the revisions to Exhibit 2, including the calculation of the adjustment, shall be submitted to an independent nationally recognized actuary (the “Actuary”) for final resolution in accordance with the provisions of Section 4.5(a). Upon the exercise by PROVIDER of such Additional Services Option, a revised version of Exhibit 2 shall be prepared by PROVIDER and PLAN reflecting PROVIDER’s selection under the Additional Services Option and shall be executed by PLAN and PROVIDER and attached hereto and deemed for all purposes with respect to such following Contract Year, to (X) have amended, restated and superseded the then current Exhibit 2 in its entirety, and (Y) reflect the PROVIDER Additional Services (if any), the CPT codes and/or definitions (as applicable) with respect to such PROVIDER Additional Services and the Additional Services Capitation Payments to be paid by PLAN to PROVIDER with respect to such PROVIDER Additional Services (if any).

     3.3 CMS Bid. Not less than ninety (90) days prior to PLAN’s making its annual CMS bid (the “Bid”) with the Center for Medicare and Medicaid Services (“CMS”), the parties will meet and discuss the merits of filing an alternative benefit schedule for PROVIDER Medicare Members as part of such Bid filing. PROVIDER shall have the right, with respect to each such Bid, in its sole discretion, to direct PLAN to include as benefits or alternative benefits in such Bid (A) transportation and/or (B) no co-payment for Part D Pharmaceuticals (as hereinafter defined), and PLAN hereby agrees to comply with each such direction; provided, that (i) if the most recently calculated MLR (as calculated pursuant to the Final Settlement (as

5

defined in Exhibit 3)) reflects an MLR Deficit (defined in Exhibit 3) greater than 5%, then, only with respect to the Bid submitted during such Contract Year, PLAN shall not be obligated to include no co-payment for Part D Pharmaceuticals as part of the Bid, and (ii) all other terms of PLAN’s Bid, including rates, shall be in the sole discretion of PLAN; and provided further, that such proposed alternative benefit schedule (X) would fully comply with all applicable federal and state laws and regulations and (Y) is substantially complete on or before thirty (30) days prior to the filing deadline for the Bid. Except as mandated by CMS, no PROVIDER Core Services currently being provided by PROVIDER to the PROVIDER Medicare Members shall be withdrawn from or otherwise materially diminished in any benefit schedule filed as part of PLAN’s annual Bid filing with CMS without PROVIDER’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. As used in this Agreement, the term “Part D Pharmaceuticals” means pharmaceuticals subject to the Medicare Part D prescription drug benefit under the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, as amended from time to time.

4. Compensation.

     4.1 PROVIDER Core Services.

     (a) PROVIDER Core Services Other than Part D Pharmaceuticals. From and after the Effective Date, PLAN shall make and deliver to PROVIDER, with respect to each calendar month during the Term (or portion thereof if the Term shall end earlier than on the last day of a calendar month), a payment (each, a “Core Non-Pharmacy Payment”) with respect to each PROVIDER Core Service (other than Part D Pharmaceuticals) equal to the product obtained by multiplying (i) the amount delineated for such PROVIDER Core Service in Exhibit 1 under the heading “Core Services Payment” times (ii) the Adjusted Members (as hereinafter defined) for such month. The term “Adjusted Members” means, with respect to each month during the Term, the number of PROVIDER Medicare Members reflected on the Plan Payment Report delivered to PLAN by CMS for such month (currently reflected on line item 1 thereof under the A payment line item), as adjusted to reflect prior period deaths of beneficiaries, retroactive accretion and retroactive deletions. Together with each Core Non-Pharmacy Payment, PLAN shall deliver to PROVIDER copies of the monthly Plan Payment Report (and any successor reports thereto) delivered to PLAN by CMS reflecting the amounts of the CMS capitation reimbursement rates and the number of PROVIDER Medicare Members used in computing the Core Non-Pharmacy Payment for such month. The Core Non-Pharmacy Payment with respect to each month during the Term (or portion thereof if the Term shall end earlier than on the last day of a calendar month) shall be paid and delivered by PLAN to PROVIDER no later than the fifteenth (15^th) day of such month (or the next business day if the same shall not fall on a business day), by wire transfer of immediately available funds in accordance with wire instructions provided by PROVIDER to PLAN from time to time.

     (b) Pharmacy. From and after the Effective Date, PLAN shall make and deliver to PROVIDER a payment (each, a “Core Pharmacy Payment”; the Core Non-Pharmacy Payments and the Core Pharmacy Payments are also referred to, individually and collectively, as “Core Services Payments”) equal to one hundred and five percent

6

(105%) of the actual cost (including the effect of any rebates, adjustments, or similar payments received or to be received by PROVIDER) incurred by PROVIDER with respect to Part D Pharmaceuticals (other than Injectable Drugs) that are delivered to the PROVIDER Medicare Members during such month. The Core Pharmacy Payments shall be paid and delivered to PROVIDER, either directly by PLAN or through pharmacy benefits managers, at such time(s) as the parties shall agree but in no event less frequently than every two weeks. With each request for a Core Pharmacy Payment, PROVIDER shall provide PLAN with a schedule of Part D Pharmaceuticals dispensed that are covered by such Core Pharmacy Payment. If so requested by PLAN, PROVIDER will provide PLAN with such records and information relating to the Part D Pharmaceuticals dispensed by PROVIDER and PROVIDER’s costs with respect to such Part D Pharmaceuticals as PLAN shall reasonably request to permit PLAN to verify the accuracy of the Core Pharmacy Payment. If the parties disagree with respect to the amount of any Core Pharmacy Payment, then either party may submit the disputed amount to the Actuary for final resolution in accordance with the provisions of Section 4.5(a).

     4.2 PROVIDER Additional Services. From and after the Effective Date, PLAN shall make and deliver to PROVIDER, with respect to each calendar month during the Term (or portion thereof if the Term shall end earlier than on the last day of a calendar month), a payment (each, an "Additional Services Capitation Payment”) with respect to each PROVIDER Additional Service equal to the product obtained by multiplying (i) the amount delineated for such PROVIDER Additional Service in Exhibit 2 under the heading “Additional Services Capitation Payment” times (ii) the number of Adjusted Members for such month. Together with each Additional Services Capitation Payment, PLAN shall deliver to PROVIDER copies of the monthly Plan Payment Report (and any successor reports thereto) delivered to PLAN by CMS reflecting the number of PROVIDER Medicare Members used in computing the Additional Services Capitation Payment for such month. The Additional Services Capitation Payment with respect to each month during the Term (or portion thereof if the Term shall end earlier than on the last day of a calendar month) shall be paid and delivered by PLAN to PROVIDER no later than the fifteenth (15^th) day of such month (or the next business day if the same shall not fall on a business day), by wire transfer of immediately available funds in accordance with wire instructions provided by PROVIDER to PLAN from time to time. The Core Services Payments and the Additional Services Capitation Payments are collectively referred to throughout this Agreement as the “Covered Services Payments”).

     4.3 Additional Reports. In addition to the monthly Plan Payment Reports required to be delivered by PLAN to PROVIDER together with the Covered Services Payments as hereinabove provided, PLAN shall deliver to PROVIDER copies of the Monthly Membership Reports. PLAN shall deliver to PROVIDER such other reports relating to CMS capitation rates, the PROVIDER Covered Services and/or the PROVIDER Medicare Members as may be reasonably requested in writing by PROVIDER from time to time, in each case, once such written request has been made, within five (5) business days of the date such report is received by PLAN.

     4.4 Co-payments. In addition to the Covered Services Payments, PROVIDER shall be entitled to collect from PROVIDER Medicare Members, and retain for its own account, any

7

co-payments payable by such PROVIDER Medicare Members with respect to the Services rendered by PROVIDER under this Agreement; provided such co-payments are approved as part of the terms of PLAN’s Bid.

     4.5 Adjustments to Covered Services Payments. Except as specifically set forth in Section 3.2 and this Section 4.5, none of the Covered Services Payments shall be adjusted or otherwise modified at any time during the Term.

     (a) Annual Adjustments. The parties acknowledge and agree that the Core Non-Pharmacy Payments and Additional Services Capitation Payments reflected in Exhibits 1 and 2 as of the Effective Date constitute 2007 rates and that such Covered Services Payments shall apply only until the CMS capitation reimbursement rates applicable to the PROVIDER Medicare Members for 2008 are known. Accordingly, beginning with Contract Year 2008, the Core Non-Pharmacy Payments and any Additional Services Capitation Payments that were not subject to any Revisions to Additional Services shall be adjusted annually as follows:

     (i) Effective January 1 of each Contract Year, the Core Non-Pharmacy Payments and any Additional Services Capitation Payments that were not subject to any Revisions to Additional Services shall be increased or decreased by the aggregate percentage increase or decrease, respectively, in the CMS capitation reimbursement rates applicable to the PROVIDER Medicare Members for such Contract Year as compared to the preceding Contract Year (i.e., CMS capitation reimbursement rates applicable to January compared to the CMS capitation reimbursement rates applicable to the immediately preceding December for all PROVIDER Medicare Members enrolled in December that are still enrolled with PLAN in January). Promptly after the CMS capitation reimbursement rates applicable to each Contract Year are known, the parties shall in good faith attempt to arrive at an agreement with respect to the amount of such adjustment.

     (ii) If the parties cannot agree on the amount of such adjustment within fifteen (15) days following commencement of such negotiations, then the calculation of the adjustment shall be submitted to an Actuary for analysis and calculation, together with each party’s respective calculations of the adjustment that each believes should be made. The determination of the Actuary shall be final, binding and non-appealable. For all purposes under this Agreement, the following shall apply with respect to the Actuary: (i) the Actuary shall be selected by agreement of the parties or, if the parties cannot agree on an Actuary, then each party shall appoint an actuary and the two actuaries shall appoint a third actuary which shall be the sole Actuary; and (ii) if the Actuary’s determination is in agreement with the calculations submitted by one of the parties, then the other party shall promptly pay all costs and expenses with respect to the Actuary’s determination, or alternatively, if the Actuary’s determination is not in agreement with either party’s calculations, then such costs and expenses shall be promptly paid, on a 50/50 basis, by both parties.

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     (iii) Upon determination of the annual adjustment to the Core Non-Pharmacy Payments and Additional Services Capitation Payments, whether by agreement of the parties or determination by the Actuary, revised versions of Exhibits 1 and 2 shall be prepared by PROVIDER and PLAN reflecting the Core Non-Pharmacy Payments and Additional Services Capitation Payments as revised pursuant to such determination. Such revised Exhibits shall be executed by PROVIDER and PLAN and be attached hereto and deemed for all purposes with respect to such Contract Year, to (a) have amended, restated and superseded the then current Exhibits 1 and 2 in their entirety, and (b) reflect the Core Non-Pharmacy Payments and Additional Services Capitation Payments to be paid by PLAN to PROVIDER.

     (iv) As part of the determination of the annual adjustment, whether by the parties or the Actuary, all Core Non-Pharmacy Payments and Additional Services Capitation Payments that have been paid to PROVIDER during such Contract Year after the effective date of such adjustment shall be recalculated to reflect such adjustment. PLAN or PROVIDER shall, within three (3) business days following such determination, pay and deliver to the other party, by wire transfer of immediately available funds, the aggregate amount of any underpayment or overpayment, respectively, with respect to such prior Core Non-Pharmacy Payments and Additional Services Capitation Payments following such recalculation.

     (b) Intra-year Adjustments. If at any time during the Term, CMS effectuates an adjustment to the capitation reimbursement rates applicable to PROVIDER Medicare Members (other than the annual adjustments addressed in the immediately preceding sub-section (a)), whether upwards or downwards, and whether effective immediately, retroactively or prospectively for such Contract Year, then the Core Non-Pharmacy Payments and the Additional Services Capitation Payments shall be adjusted as follows:

     (i) Effective as of the effective date of such adjustment, the Core Non-Pharmacy Payments and Additional Services Capitation Payments shall be increased or decreased by the aggregate percentage increase or decrease, respectively, in the CMS capitation reimbursement rates applicable to the PROVIDER Medicare Members (i.e., the CMS capitation reimbursement rates applicable to the calendar month, or portion thereof, commencing on the effective date of such adjustment compared to the CMS capitation reimbursement rates applicable to the calendar month or portion thereof immediately preceding such effective date, in each case, for all PROVIDER Medicare Members enrolled in such preceding month or portion thereof that are still enrolled in the month or portion thereof commencing on such effective date). Promptly after any such intra-year adjustment in CMS capitation reimbursement rates is known, the parties shall attempt to arrive at an agreement with respect to the amount of such adjustment.

     (ii) If the parties cannot agree on the amount of such adjustment within fifteen (15) days following the applicable party’s request therefor, then the

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calculation of the adjustment shall be submitted to the Actuary for analysis and calculation, together with each party’s respective calculations of the adjustment that each believes should be made. The determination of the Actuary shall be final, binding and non-appealable.

     (iii) Upon determination of any such intra-year adjustment to the Core Non-Pharmacy Payments and Additional Services Capitation Payments, whether by agreement of the parties or determination by the Actuary, revised versions of Exhibits 1 and 2 shall be prepared by PROVIDER and PLAN reflecting the Core Non-Pharmacy Payments and Additional Services Capitation Payments as revised pursuant to such determination. Such revised Exhibits shall be executed by PROVIDER and PLAN and be attached hereto and deemed for all purposes with respect to such Contract Year, to (a) have amended, restated and superseded the then current Exhibits 1 and 2 in their entirety, and (b) reflect the Core Non-Pharmacy Payments and Additional Services Capitation Payments to be paid by PLAN to PROVIDER.

     (iv) With respect to any such intra-year adjustments having immediate or retroactive effective dates, all Core Non-Pharmacy Payments and Additional Services Capitation Payments that have been paid to PROVIDER during such Contract Year after the effective date of such adjustment shall be recalculated as part of the determination of such intra-year adjustment, whether by the parties or the Actuary, to reflect such adjustment. PLAN or PROVIDER shall, within three (3) business days following such determination, pay and deliver to the other party, by wire transfer of immediately available funds, the aggregate amount of any underpayment or overpayment, respectively, with respect to such prior Core Non-Pharmacy Payments and Additional Services Capitation Payments following such recalculation.

     (c) Revisions to Core Services. In the event that CMS or any other governmental agency of competent jurisdiction at any time (i) requires that a Service that is not then currently being provided as part of the PROVIDER Core Services be provided as part of the PROVIDER Core Services, (ii) requires that PROVIDER discontinue providing a Service that is then currently being provided as part of the PROVIDER Core Services (other than the PCP Management Fee), or (iii) changes the CPT code for any PROVIDER Core Service or changes the definition or breadth of, or otherwise modifies, services for any PROVIDER Core Service (other than the PCP Management Fee), then PROVIDER and PLAN shall, promptly following such modifications being known, jointly prepare a revised Exhibit 1 reflecting all of such modifications, such revised Exhibit to include any applicable revisions to the CPT codes and/or definitions (as applicable) of the PROVIDER Core Services then being provided, and the Core Services Payments to be paid by PLAN to PROVIDER with respect to all PROVIDER Core Services (together, the “Revisions to Core Services”). PROVIDER and PLAN shall negotiate in good faith and attempt to reach agreement on the Revisions to Core Services. If the parties cannot agree on such adjustment within fifteen (15) days following commencement of negotiations with respect to the preparation of such revised Exhibit 1, then the Revisions to Core Services shall be submitted to the Actuary for analysis and

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calculation, together with each party’s respective proposals therefor. The determination of the Actuary shall be final, binding and non-appealable. The Revisions to Core Services as agreed to by the parties or determined by the Actuary shall, as part of the negotiation or Actuary’s determination, be memorialized in a revised Exhibit 1, which shall be executed by PROVIDER and PLAN, if agreement by the parties is reached, or by the Actuary, if determined thereby. Such revised Exhibit 1 shall (A) constitute, with respect to the remainder of the Term (subject to any additional modifications as provided in this Section 4.5(c)), the PROVIDER Core Services, the CPT codes and/or definitions (as applicable) with respect to such PROVIDER Core Services and the Core Services Payments to be paid by PLAN to PROVIDER with respect to all PROVIDER Core Services, and (B) be attached hereto and deemed for all purposes to have amended, restated and superseded Exhibit 1 in its entirety.

     (d) Change in Economic Circumstances. In the event CMS or any other governmental agency of competent jurisdiction changes the methodology that it uses to reimburse PLAN under the Medicare Advantage program or Medicare benefits or other factors with respect to the Medicare Advantage program (including, without limitation, CMS mandated changes in PLAN’s benefits) are changed such that the economic risks and benefits of either party are changed in a materially adverse manner (other than any modifications subject to Section 4.5(c) above or increases in CMS capitation rates covered by Sections 4.5(a) or (b)), either PLAN or PROVIDER (i.e., whichever party suffers the materially adverse change as compared to the circumstances in place prior to such change) may request, by written notice to the other party, an adjustment to PROVIDER’s compensation. The parties shall first attempt to arrive at an agreement with respect to such adjustment. If the parties cannot agree on such adjustment within fifteen (15) days following the applicable party’s request therefor, then the adjustment shall be submitted to the Actuary for analysis and calculation, together with each party’s respective calculations of the adjustment, if any, that each believes should be made to PROVIDER’s compensation. The Actuary shall calculate the economic impact using relevant cost and utilization data, and shall determine the actuarially sound adjustment to take into account the change(s), if any. The determination of the Actuary shall be final, binding and non-appealable.

     4.6 Injectable Drugs Replacement/Reimbursement. The parties acknowledge that PLAN bears the sole and exclusive, subject to inclusion for purposes of calculating “Deficit” and “Surplus” for purposes of Exhibit 3, financial responsibility for providing Injectable Drugs (as hereinafter defined) to PROVIDER Medicare Members and that the Core Pharmacy Payment does not include any costs, fees or charges associated with providing Injectable Drugs. Accordingly, with respect to each calendar quarter during the Term, PROVIDER shall, at least fifteen (15) days prior to the first day of such calendar quarter (or fifteen (15) days prior to the Effective Date, with respect to any calendar quarter that includes but does not commence on, the Effective Date), deliver to PLAN a schedule of its charges (to be determined by and in the sole discretion of PROVIDER) with respect to the Injectable Drugs that it proposes to dispense during such calendar quarter (the “Injectable Drugs Charges”). PLAN shall, within ten (10) days following its receipt of such schedule, provide written notice to PROVIDER of its election, with respect to such quarter, to either: (i) at no cost to PROVIDER, timely replace PROVIDER’s inventory of each item of Injectable Drugs that is dispensed by PROVIDER to PROVIDER

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Medicare Members during such quarter, or (ii) pay to PROVIDER the Injectable Drugs Charge for each item of Injectable Drugs that is dispensed by PROVIDER to PROVIDER Medicare Members during such quarter. PROVIDER shall provide PLAN, within thirty (30) days following the end of each month, a schedule of Injectable Drugs dispensed during such month and the Injectable Drugs Charges with respect thereto, if applicable. Within thirty (30) days following the end of each calendar quarter, PROVIDER shall provide PLAN a schedule of Injectable Drugs dispensed during such calendar quarter and the Injectable Drugs Charges with respect thereto. PLAN shall effectuate the replacement of PROVIDER’s inventory of Injectable Drugs or the payment to PROVIDER for the applicable Injectable Drugs Charges, in each case, consistent with its election with respect to such prior quarter as hereinabove provided, within thirty (30) days of receipt of PROVIDER’s quarterly schedule. As used in this Agreement, the term “Injectable Drugs” means the prescription drug medications that are excluded from Part D Pharmaceuticals portion of the PROVIDER Core Services, which medications are identified on Exhibit 1-A under the heading “Injectable Drugs.” If so requested by PLAN, PROVIDER will provide PLAN with such records and information relating to the dispensation of the Injectable Drugs dispensed by PROVIDER as PLAN shall reasonably request to permit PLAN to verify the accuracy of the Injectable Drugs Charges (but not information regarding PROVIDER’s costs with respect to such Injectable Drugs).

     4.7 MLR Sharing Arrangement. PLAN and PROVIDER shall be subject to the medical loss ratio (MLR) sharing arrangement set forth in Exhibit 3 with respect to the provision of Services to PROVIDER Medicare Members and PROVIDER HMO Members and shall make all payments required by such arrangement.

5. Advertising and Promotional Activities.

     (a) Advertising Activities. Throughout the Term, PROVIDER (directly or through a third party) shall be responsible for the management of all advertising and other promotional activities (specifically excluding all Sales, Enrollment and Regulatory Compliance Activities (as hereinafter defined)) with respect to (i) PROVIDER as a provider of the Services to the PROVIDER Medicare Members in Approved PLAN Operating Areas and (ii) PLAN’s Clinic Model Provider Medicare plan product offering in the Approved PLAN Operating Areas (the “Advertising Activities”); provided, however, that if CMS or any other governmental authority restricts PROVIDER from engaging in the management of any such Advertising Activities, PROVIDER shall have the right to assign and delegate its rights and obligations under this Section 5 to one or more third parties so long as PROVIDER provides prior written notice thereof to PLAN and PROVIDER remains liable to PLAN hereunder with respect to any failures by any such third parties to comply with PROVIDER’s obligations under this Section 5. PLAN hereby acknowledges and agrees that, throughout the Term, all telemarketing, sales and/or enrollment activities with respect to PLAN’s Clinic Model Provider Medicare plan product offering in the Approved PLAN Operating Areas (and the payment of all commissions and/or broker’s fees with respect thereto), as well as all regulatory oversight with respect thereto (collectively, “Sales, Enrollment and Regulatory Compliance Activities”) shall be the sole and exclusive responsibility of PLAN and shall be conducted (A) in accordance in all material respects with applicable CMS, legal, regulatory, administrative and other requirements and (B) exclusively under the

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“Licensed Marks” (as defined in the License Agreement). The Advertising Activities will include, without limitation, the development and implementation of advertising creative materials, placement of media, direct mail printing and postage, sales collateral materials and other promotions. PLAN shall have the right to review and approve all such Advertising Activities, such approval not to be unreasonably withheld, conditioned or delayed, solely for purposes of determining compliance with applicable state and federal laws and regulations (including, but not limited to, the requirements of CMS). PROVIDER shall conduct the Advertising Activities pursuant to and in accordance with the directions of PLAN with respect to such state and federal compliance, except that Advertising Activities not requiring CMS approval shall not necessitate such approval or be subject to such directions. PROVIDER shall conduct all such Advertising Activities not requiring PLAN’s approval in accordance, in all material respects, with applicable legal, regulatory, administrative and other legal requirements. The Advertising Activities with respect to PLAN will identify PLAN as a subsidiary or division of HealthSpring, Inc., as determined by PLAN. PROVIDER shall provide PLAN, not less frequently than quarterly, a reasonably detailed summary of all Advertising Activities and Advertising Expenses (as defined below), together with retrospective performance reviews or evaluations with respect to the calendar quarter or portion thereof to which such summary relates (each, a “Quarterly Advertising Report”).

     (b) Reimbursable Advertising Amount. With respect to each Contract Year, PLAN shall, within ten (10) business days following delivery of each Quarterly Advertising Report, reimburse PROVIDER for any and all costs and expenses incurred with respect to Advertising Activities by or on behalf of PROVIDER (or its permitted designees and assigns (as provided in sub-section (a) above)) during the quarter to which such Quarterly Advertising Report relates (collectively “Advertising Expenses”); provided, however, that (i) the aggregate of all such reimbursements with respect to any Contract Year shall in no event exceed the Reimbursable Advertising Amount (as hereinafter defined) for such Contract Year, and (ii) “Advertising Expenses” shall in no event include any general or administrative expenses of PROVIDER or of any such designees or assigns (including salaries and similar overhead expenses associated with employees and contractors). The term “Reimbursable Advertising Amount” means, (A) with respect to Contract Year 2007, the difference of (I) $3,850,000 and (II) all Advertising Expenses incurred by PROVIDER and PLAN between January 1, 2007 and the business day immediately preceding the Effective Date, (B) with respect to Contract Year 2008, $3,850,000 plus or minus an amount equal to $3,850,000 multiplied by the percentage increase or decrease, respectively, in the per member Core Non-Pharmacy Payment and Additional Services Capitation Payment for such Contract Year as compared to the preceding Contract Year (as calculated pursuant to Section 4.5), and (C) with respect to each subsequent Contract Year, an amount equal to the Reimbursable Advertising Amount for the immediately preceding Contract Year plus or minus an amount equal to the Reimbursable Advertising Amount for such immediately preceding Contract Year multiplied by the percentage increase or decrease, respectively, in the per member Core Non-Pharmacy Payment and Additional Services Capitation Payment for such Contract Year as compared to the prior Contract Year (as calculated pursuant to Section 4.5); provided, however, that the Reimbursable Advertising Amount with respect to any Contract Year shall in no event exceed the Advertising Cap for such Contract

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Year. The term “Advertising Cap” means, (x) with respect to each of Contract Years 2007 through and including 2012, $5,000,000, (y) with respect to each of Contract Years 2013 through and including 2017, $6,000,000, and (z) with respect to each of Contract Years 2018 through and including 2022 (if applicable), $7,000,000. PROVIDER shall, not later than November 1 of each Contract Year, provide PLAN with an opportunity to review its plan for Advertising Activities for the following Contract Year; provided, however, that except as expressly set forth in subsection (a) above, PLAN shall not have any right to approve, disapprove or modify all or any portion of such plan.

6. PROVIDER Expansion. As of the Effective Date, PROVIDER operates five PROVIDER Medical Centers, all of which are located in Miami-Dade County, Florida. PROVIDER may, at any time, open additional medical centers of such size and at such locations in any Approved PLAN Operating Areas, as amended from time to time, as determined by PROVIDER in its sole discretion (including, without limitation, the “Additional Leon Centers” contemplated to be opened pursuant to the Stock Purchase Agreement (regardless of whether or not such “Additional Leon Centers” are opened within the time periods provided therein)) (collectively, the “Additional Centers”). Provided that an Additional Center shall be of a finish and quality substantially consistent with the PROVIDER Medical Centers then in operation, then such Additional Center shall constitute for all purposes hereunder a PROVIDER Medical Center and shall participate as such under the terms and conditions of this Agreement. The parties acknowledge and agree that, subject to the last sentence of this Section 6, PROVIDER shall have the right, in its sole discretion, to replace (i) any PROVIDER Medical Center (including any Additional Center) with a different PROVIDER Medical Center (including any Additional Center) so long as such replacement center is of a similar size, finish and quality and provides substantially the same services as the PROVIDER Medical Center being replaced or (ii) any Affiliated Provider with a different Affiliated Provider. Each such replacement center shall constitute for all purposes hereunder a PROVIDER Medical Center and each such replacement Affiliated Provider shall constitute for all purposes hereunder an Affiliated Provider, and shall participate as such under the terms and conditions of this Agreement. PROVIDER shall not, at any time during the Term, without the prior written consent of PLAN, terminate the operation of any PROVIDER Medical Center without replacing such PROVIDER Medical Center as hereinabove provided concurrently with such termination, except that, notwithstanding the foregoing, PROVIDER shall in all events have the right, in its sole discretion and without obtaining PLAN’s written consent, to (a) terminate the operation of the PROVIDER Medical Center located in 8888 Coral Way, Miami, FL, 33165 so long as such termination does not occur prior to the completion of both of the “Additional Leon Centers” contemplated to be opened pursuant to the Stock Purchase Agreement (regardless of whether or not such “Additional Leon Centers” are opened within the time periods provided therein) and/or (b) terminate the operation of any number of PROVIDER Medical Centers so long as no such termination results in either (x) after the completion of such “Additional Leon Centers,” PROVIDER operating less than six PROVIDER Medical Centers (regardless of whether or not such “Additional Leon Centers” are opened within the time periods provided therein), or (y) before the completion or in the event of non-completion of such “Additional Leon Centers,” PROVIDER operating less than five (5) PROVIDER Medical Centers.

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7. Exclusivity; PROVIDER HMO.

     7.1 Exclusivity.

     (a) PLAN Exclusivity. Subject to the provisions of Section 7.5, and notwithstanding anything in this Agreement to the contrary (other than the provisions of Section 7.5), PLAN hereby acknowledges and agrees that (i) PROVIDER shall be PLAN’s and its Affiliates’ sole and exclusive Clinic Model Provider in Miami-Dade County, Florida, Monroe County, Florida, Palm Beach County, Florida and Broward County, Florida (collectively, the “Restricted Area”) at all times throughout the Term, such that (without limiting the generality of the foregoing), neither PLAN nor any of its Affiliates shall, at any time during the Term, directly or indirectly, offer or provide, or contract with respect to the offer or provision of, any Clinic Model Provider option other than PROVIDER to any Medicare Advantage members who reside in the Restricted Area and (ii) PLAN shall not offer PROVIDER to any Medicare Advantage members who reside outside of the Approved PLAN Operating Areas. PLAN shall, at all times throughout the Term, offer as options to all Medicare Advantage members residing in Approved PLAN Operating Areas a Clinic Model Provider option. As used in this Agreement, the terms (I) “Affiliate(s)” means, with respect to any person or entity, any person or entity directly or indirectly controlling, controlled by or under common control with such person or entity; and (II) “Control,” “Controlling” or “Controlled by” (whether or not any such term is capitalized) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by agreement, or otherwise.

     (b) Expansion of Approved PLAN Operating Areas.

     (i) Drag Along Right. If at any time prior to the final Contract Year of the Term, PROVIDER has determined to expand its delivery of the PROVIDER Covered Services to a PLAN Operating Area that is not then an Approved PLAN Operating Area then PROVIDER shall have the right (the “Drag Along Right”), exercisable at any time prior to the commencement of the Final Two Contract Years by providing written Notice to PLAN, to request that PLAN use its commercially reasonable efforts to expand to such PLAN Operating Area as hereinafter provided. Upon PLAN’s receipt from PROVIDER of Notice of PROVIDER’s exercise of its Drag Along Right (which Notice shall specify the applicable PLAN Operating Area(s) into which PROVIDER wishes to expand), PLAN shall use its commercially reasonable efforts to take and/or cause to be taken, at its sole cost and expense, the steps (including the preparation, submission, filing and delivery of appropriate notices, applications, forms and other documents and instruments) that are reasonably necessary or appropriate to become authorized to offer and provide its Clinic Model Provider products and Services to Medicare Advantage members residing in such PLAN Operating Area(s). PROVIDER will provide PLAN with all other information relating to PROVIDER that PLAN may reasonably request to permit PLAN to submit its request to expand into such PLAN Operating Area. Upon PLAN’s receipt of authorization to operate in a new PLAN Operating Area, such PLAN Operating

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Area(s) shall constitute Approved PLAN Operating Area(s) for all purposes hereunder and Exhibit 4 shall be revised as provided below.

     (ii) Revisions to Exhibit 4. If PROVIDER timely exercises its Drag Along Right, or if the parties mutually agree to expand the Approved PLAN Operating Areas, then in each case the parties shall prepare and execute a revised Exhibit 4 reflecting all such new PLAN Operating Areas as additions to the Approved PLAN Operating Areas, whereupon such revised Exhibit 4 shall be deemed to have amended, restated and superseded the then current version of Exhibit 4 and shall be deemed to set forth each and all Approved PLAN Operating Areas.

     (c) Non-Competition; PROVIDER HMO. Subject to the provisions of Section 7.5, neither PLAN nor any of its Affiliates shall, during the Term, directly or indirectly, own, control, operate, manage, underwrite, administer and/or have any financial interest in any Clinic Model Provider operating within the Restricted Area (other than an ownership interest of less than 2% of the outstanding equity interests of any entity whose common stock is traded on a national securities exchange or market quotation system). Except for the ownership, control, operation and management of the PROVIDER HMO (as hereinafter defined), which shall be governed by the provisions of this Section 7.1 and Section 10.3 below, neither PROVIDER nor any of its Affiliates shall, during the Term, directly or indirectly, own, control, operate, manage, underwrite, administer and/or have any financial interest in any health maintenance organization, preferred provider product, other health insurance product or any other similar form of health insurance or risk-based or pre-paid health benefit plan, including without limitation, through the operation of a rental network or direct consumer contracting, in the Restricted Area (other than HealthSpring and any of its Affiliates or an ownership interest of less than 2% of the outstanding equity interests of any entity whose common stock is traded on a national securities exchange or market quotation system). Notwithstanding the foregoing, Provider and its Affiliates shall have the right, directly or indirectly, to (a) at any time after the expiration of the five (5) year period immediately following the Effective Date, form and/or own a health maintenance organization licensed in the State of Florida (the “PROVIDER HMO”) and to apply to CMS for a Medicare contract with respect to such PROVIDER HMO for any geographic area outside of the Restricted Area and to operate such PROVIDER HMO anywhere outside the Restricted Area (including in competition with PLAN and its Affiliates), (b) apply to CMS for a Medicare contract with respect to such PROVIDER HMO for all or any portion of the Restricted Area and (c) directly or indirectly market, solicit and enroll (upon becoming eligible), and provide the products and services offered by such PROVIDER HMO to, any and all actual or prospective Medicare participants (including any and all Medicare Advantage members of PLAN or its Affiliates) residing in the Restricted Area (including any and all PROVIDER Medicare Members), and such actions described in clauses (a), (b) and (c) above shall not be deemed a violation of this Agreement; provided, however, that such actions described in clauses (b) and (c) above may only be undertaken (i) at any time from and after the earlier to occur of (A) an HMO Event as provided in Section 10.3 hereof or (B) the date that is the earlier of (I) eighteen months prior to the expiration of the Initial Term if PLAN has duly given written notice to PROVIDER of its intention not to renew the

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Agreement as provided in Section 10.1 (the period commencing on the first day of such eighteen month period and ending on the last day of the Renewal Term, the “Final Thirty Months”), (II) the first day of the penultimate Contract Year during any Renewal Term (the period commencing on such day and ending on the last day of the Renewal Term, the “Final Two Contract Years”), or (III) the first day of the then current ante-penultimate cycle of open enrollment for Medicare participants (i.e., currently running from November 1 through December 31) prior to the expiration of any Renewal Term (the period commencing on such day and ending on the last day of the Term, the “Final Three Enrollment Cycles”), and (ii) subject to compliance by PROVIDER with Sections 7.1(e) and (f).

     (d) PROVIDER Exclusivity; Non-solicitation. Commencing on the Effective Date and continuing until the expiration or earlier termination of this Agreement, neither PROVIDER, its Affiliates nor any of the PROVIDER Medical Centers shall provide the Services, nor shall the Affiliated Providers provide the primary care services identified in Exhibit 1 as part of the PROVIDER Core Services, to any persons residing in the Restricted Area other than to (i) the PROVIDER Medicare Members pursuant to this Agreement and/or (ii) any and all Medicare participants that enroll with the PROVIDER HMO in accordance with this Section 7.1 (the “PROVIDER HMO Members”).

     (e) PROVIDER HMO Members. It is the intention of the parties that, with respect to any and all periods during the Term, PROVIDER and PLAN shall be in substantially the same financial position with respect to one another regarding PROVIDER HMO Members as if such persons were PROVIDER Medicare Members under this Agreement. Accordingly, if the PROVIDER HMO shall during the Final Two Contract Years, the Final Three Enrollment Cycles or the Final Thirty Months (each such period, as applicable, the “Make Whole Period”), commence marketing, soliciting, enrolling or providing its product and services offerings to Medicare participants in the Restricted Area as hereinabove provided, then the PROVIDER HMO shall pay to PLAN, with respect to each month during the Make Whole Period (or portion thereof if the Make Whole Period commences or ends other than on the first or last day of a calendar month, respectively), an amount equal to (i) the applicable Administrative Percentage (as hereinafter defined) multiplied by (ii) the sum of the CMS capitation reimbursement rates for all PROVIDER HMO Members as of the first (1^st) day of such calendar month (or portion thereof) (the “PROVIDER Monthly Payment”). The PROVIDER Monthly Payment with respect to each month (or portion thereof) during the Make Whole Period shall be paid by PROVIDER HMO to PLAN on the fifteenth (15^th) day of such month (or the next business day if the same shall not fall on a business day) by wire transfer of immediately available funds, in accordance with wire instructions delivered by PLAN to PROVIDER HMO from time to time. The PROVIDER Monthly Payments received by PLAN shall be subject to reconciliation as set forth in Section 7.1(g) below.

     (f) Administrative Percentage. The “Administrative Percentage” shall mean and be calculated as follows:

     (i) With respect to the period commencing on the first day of the Make Whole Period and ending on December 31 of the penultimate Contract Year

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of the Term (the “First Measurement Period”), the Administrative Percentage shall equal the difference between 100% minus the MLR (as defined and calculated in Exhibit 3 hereof) actually achieved by PLAN during the ante-penultimate Contract Year of the Term (or, if not then known, the Contract Year immediately prior to such ante-penultimate Contract Year). The parties agree that, as soon as practicable, the Administrative Percentage used in calculating the PROVIDER Monthly Payment with respect to the First Measurement Period shall be calculated using the MLR actually achieved by PLAN during the ante-penultimate Contract Year of the Term.

     (ii) With respect to the period commencing on January 1 of the final Contract Year and ending on the effective day of the expiration or earlier termination of this Agreement (the “Final Measurement Period”), the Administrative Percentage shall equal the difference of 100% minus the MLR actually achieved by PLAN during the ante-penultimate Contract Year (or, if available, the PROVIDER HMO MLR (as hereinafter defined) achieved by the PROVIDER HMO during the First Measurement Period). The parties agree that, as soon as practicable, the Administrative Percentage used in calculating the PROVIDER Monthly Payment with respect to the Final Measurement Period shall be calculated using the PROVIDER HMO MLR achieved by the PROVIDER HMO during the First Measurement Period. As used in this Agreement, the term “PROVIDER HMO MLR” means, with respect to any Contract Year or portion thereof, the percentage obtained by dividing (I) the medical expenses actually incurred only by the PROVIDER HMO (and not PLAN) during such Contract Year or portion thereof with respect to PROVIDER HMO Members, by (II) the sum of the CMS capitation reimbursement rates for all Medicare Advantage members that constituted PROVIDER HMO Members during such Contract Year or portion thereof. The PROVIDER HMO MLR shall be calculated in accordance with the “Run Out Period” method described in Section 3 of Exhibit 3.

     (g) PROVIDER Monthly Payment Adjustment. The PROVIDER Monthly Payments received by PLAN shall be reconciled as follows:

     (i) Within thirty (30) days following the 30^th day of June of the final Contract Year, PLAN and PROVIDER shall jointly calculate a reconciliation of the PROVIDER Monthly Payments paid to PLAN by the PROVIDER HMO with respect to the First Measurement Period by recalculating the Administrative Percentage used in calculating each and all of such PROVIDER Monthly Payments using the PROVIDER HMO MLR achieved by the PROVIDER HMO during the First Measurement Period.

     (ii) Within thirty (30) days following the 30^th day of June of the calendar year immediately following the final Contract Year, the parties shall jointly calculate a reconciliation of the PROVIDER Monthly Payments paid to PLAN by the PROVIDER HMO with respect to the Final Measurement Period by recalculating the Administrative Percentage used in calculating each and all of

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such PROVIDER Monthly Payments using the PROVIDER HMO MLR achieved by the PROVIDER HMO during the Final Measurement Period.

     (iii) If the parties are unable to agree on the results of either of the reconciliations provided for in the immediately preceding sub-sections, then either party may, by written notice to the other party, require that such reconciliation be submitted to the Actuary for final determination. Each party shall submit to the Actuary its final proposed calculation of such reconciliation. The Actuary shall be instructed to deliver a determination of such reconciliation within thirty (30) days following such submission, which determination shall be final, binding and non-appealable.

     (iv) To the extent that the results of a reconciliation described above (whether by agreement of the parties or determination by the Actuary) reflect that the payments made to PLAN by the PROVIDER HMO of the PROVIDER Monthly Payments with respect to the applicable measurement period are in excess of the amounts calculated pursuant to such reconciliation, then PLAN shall, within five (5) business days, reimburse to the PROVIDER HMO the full amount of such overpayment. To the extent that the results of a reconciliation described above (whether by agreement of the parties or determination by the Actuary) reflect that the payments to PLAN by the PROVIDER HMO of the PROVIDER Monthly Payments with respect to the applicable measurement period are less than the amounts calculated pursuant to such reconciliation, then the PROVIDER HMO shall, within five (5) business days, pay to PLAN the full amount of such underpayment.

     (h) Remedies. If either party breaches, or threatens to commit a breach of, any of the covenants set forth in Sections 7.1(a), (b), (c) or (d) (collectively, the “Restrictive Covenants”), the non-breaching Party shall have, in addition to, and not in lieu of, any other rights and remedies available to it, including the rights and remedies set forth in Section 12, the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the non-breaching party and that money damages would not provide an adequate remedy. In addition, in the event that either party breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the other party shall have the right and remedy to require such breaching party and its Affiliate (as applicable) to account for and pay over to the non-breaching party any profits, monies, accruals, increments or other benefits derived or received by such breaching party or its Affiliates as the result of any transactions constituting a breach of the Restrictive Covenants from the date such breaching party was actually aware or was notified that such breaching party was in breach of any of the Restrictive Covenants.

7.2 Sale of PLAN.

     (a) Subject to the next sentence of this Section 7.2(a) and Section 7.2(b) below, without first obtaining PROVIDER’s written consent, such consent to be given,

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withheld, conditioned or delayed in the sole and absolute discretion of PROVIDER, during the Term neither PLAN nor any Affiliate thereof shall in any way consummate, or enter into any definitive agreement (i) with respect to any direct or indirect sale, lease, transfer or other disposition of (A) (I) 50% or more of the capital stock and/or other equity interests in PLAN or (II) such other percentage of the capital stock and/or other equity interests in PLAN as shall permit the transferee to directly or indirectly appoint a majority of the board of directors (or other applicable governing body) of PLAN and/or (B) all or substantially all of the assets of PLAN, including, in each case, by way of acquisition of the debt, equity or assets of PLAN, or by merger, share exchange, reorganization or other business combination, or otherwise, to any person or entity that is not, at such time, an Affiliate of PLAN or (ii) pursuant to which PLAN or its Affiliates grants a third party the right to appoint a majority of the board of directors (or other applicable governing body) of PLAN (each, a “Sale of PLAN”). Notwithstanding the foregoing, however, for all purposes of this Agreement, a Sale of PLAN shall in no event be deemed to include any direct or indirect sale, lease, transfer or other disposition (including by way of acquisition of the debt, equity or assets of HealthSpring (or its successors, or any direct or indirect parent entities of HealthSpring), or by merger, share exchange, reorganization or other business combination, or otherwise) of (a) 50% or more of the voting capital stock of HealthSpring (or its successors, or any direct or indirect parent entities of HealthSpring) or (b) eighty percent (80%) or more of the assets of HealthSpring (or its successors, or any direct or indirect parent entities of HealthSpring) (each, “Sale of HealthSpring”). PLAN shall notify PROVIDER as soon as practicable in writing of any actual or proposed Sale of PLAN. Failure by PROVIDER to consent to a Sale of PLAN, such consent to be effectuated by PROVIDER’s delivery of a written consent to PLAN within thirty (30) days following PLAN’s delivery to PROVIDER of a written request for such consent, shall be deemed to constitute PROVIDER’s denial of such consent unless otherwise agreed to in writing by the parties.

     (b) Right of First Refusal. In the event that, in connection with a Sale of HealthSpring, CMS, DFS, the Agency, DHHS or any other governmental or other regulatory authority of competent jurisdiction shall require that a Sale of PLAN be effectuated, such Sale of PLAN (a “Required Divestiture”) shall not require PROVIDER’s consent, so long as PLAN complies with the following provisions:

     (i) if HealthSpring or its applicable Affiliate (the “Transferor”) receives a bona fide offer (the “Transfer Offer”) to effectuate the Required Divestiture, then PLAN shall deliver a Notice to PROVIDER setting forth and certifying as to the material terms of the Transfer Offer (together with copies of all applicable correspondence and other documents relating thereto) (a “Required Divestiture Notice”), including the purchase price with respect to such Transfer Offer (the “Required Divestiture Purchase Price”). The Required Divestiture Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN to PROVIDER or to any of its Affiliates designated thereby (any or all of them, collectively, the “Purchaser”) pursuant to the terms of this Section 7.2(b). Within thirty (30) days after the giving of a Required Divestiture Notice, the PROVIDER shall give the PLAN a Notice (a “Response Notice”) setting forth whether the

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PROVIDER has elected to exercise its right of first refusal. The PROVIDER’s failure to timely deliver the Response Notice shall be deemed to constitute the PROVIDER’s irrevocable election not to exercise its right of first refusal solely with respect to such Transfer Offer.

     (ii) In the event the PROVIDER shall elect to exercise the right of first refusal, the Response Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN and the Purchaser and the Transferor shall as promptly as practicable effectuate a Sale of PLAN to the Purchaser for the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer. The Purchaser and the Transferor will execute and deliver to each other all agreements, documents and instruments and take all actions reasonably necessary to effectuate such Sale of PLAN for the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer.

     (iii) If the PROVIDER does not elect (or is deemed not to have elected) to exercise the right of first refusal, (a) the Transferor shall in no event, directly or indirectly, contract with respect to, or in any way consummate, a Required Divestiture to a third party other than to the offeror of the Transfer Offer for a purchase price equal to the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer, and (b) if the Transferor has not consummated the Required Divestiture to the offeror of the Transfer Offer for a purchase price equal to the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer by the expiration of the one hundred eighty (180) day period immediately following the date that is the earlier of (A) the delivery of a Response Notice electing not to exercise the right of first refusal or (B) the expiration of the period for timely delivery of the Response Notice, then any subsequent proposed Required Divestiture shall again be subject to the applicable provisions of this Section 7.2(b).

     7.3 Sale of PROVIDER. Without first obtaining PLAN’s written consent, such consent to be given, withheld, conditioned or delayed in the sole and absolute discretion of PLAN, during the Term neither PROVIDER nor any Affiliate thereof shall in any way consummate, or enter into any definitive agreement (i) with respect to any direct or indirect sale, lease, transfer or other disposition of (A) (I) 50% or more of the capital stock and/or other equity interests in PROVIDER or (II) such other percentage of the capital stock and/or other equity interests in PROVIDER as shall permit the transferee to directly or indirectly appoint a majority of the board of directors (or other applicable governing body) of PROVIDER and/or (B) all or substantially all of the assets of PROVIDER, including, in each case, by way of acquisition of the debt, equity or assets of PROVIDER, or by merger, share exchange, reorganization or other business combination, or otherwise, to any person or entity that is not (I) a direct or indirect owner of the capital stock of PROVIDER as of the Effective Date, (II) any spouse, sibling, lineal descendant (including by adoption) or ancestor of any of the persons identified in the preceding item (I), (III) any trust, family limited partnership or similar entity created by or for the sole benefit of the persons identified in the preceding items (I) or (II), (IV) any Affiliate of PROVIDER or any of the persons or entities identified in the preceding items (I), (II) or (III), or

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(ii) pursuant to which PROVIDER or its Affiliates grants a third party the right to appoint a majority of the board of directors (or other applicable governing body) of PROVIDER (each, a “Sale of PROVIDER”). PROVIDER shall notify PLAN as soon as practicable in writing of any actual or proposed Sale of PROVIDER. Failure by PLAN to consent to a bona fide Sale of PROVIDER, such consent to be effectuated by PLAN’s delivery of a written consent to PROVIDER within thirty (30) days following PROVIDER’s delivery to PLAN of a written request for such consent, shall be deemed to constitute PLAN’s denial of such consent unless otherwise agreed to in writing by the parties. All references in this Section to PROVIDER or any direct or indirect parent thereof shall include any and all successors thereto.

     (a) Consent by PLAN. In the event that PLAN shall provide its consent with respect to any Sale of PROVIDER, then PROVIDER shall cause that, concurrently with the closing of the Sale of PROVIDER, and as an absolute condition thereto (which condition shall be reflected to the reasonable satisfaction of PLAN in any and all appropriate agreements and other documents entered into by PROVIDER with respect to such Sale of PROVIDER), a lump sum payment be made to PLAN by wire transfer of immediately available funds in the aggregate amount of ten percent (10%) of the cash value of the purchase price and any and all other consideration, whether immediately payable, deferred, contingent or otherwise, and whether payable in cash, equity, in kind, discharge of indebtedness or any other manner, with respect to such Sale of PROVIDER.

     (b) Non-consent by PLAN. In the event that PLAN does not provide its consent with respect to any proposed Sale of PROVIDER, PLAN (or an Affiliate of PLAN designated by PLAN) shall have the right, but not the obligation, upon delivery of written notice of exercise to PROVIDER within thirty (30) days of such refusal, to acquire PROVIDER on substantially the same terms as such denied proposed Sale of PROVIDER, provided, however, that the purchase price and any and all other consideration, whether immediately payable, deferred, contingent or otherwise, and whether payable in cash, equity, in kind, discharge of indebtedness or any other manner, with respect to such proposed Sale of PROVIDER shall be discounted with respect to PLAN’s acquisition by ten percent (10%).

     7.4 Remedies. If either party breaches, or threatens to commit a breach of, any of the covenants set forth in Sections 7.2 or 7.3, as applicable, the non-breaching Party shall have, in addition to, and not in lieu of, any other rights and remedies available to it, the right and remedy to have such covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of such covenants would cause irreparable injury to the non-breaching party and that money damages would not provide an adequate remedy.

     7.5 Affiliate of PLAN Exclusion. Notwithstanding anything contained herein to the contrary, the obligations of Affiliates of the PLAN under the provisions of Section 7.1, shall not apply to (i) any Affiliate of PLAN that becomes an Affiliate of PLAN as a result of (x) any Sale of PLAN (as defined in Section 7.2) that is consented to by PROVIDER or (y) any Sale of HealthSpring (as defined in Section 7.2) or (ii) any entity or person that owns, directly or indirectly, any capital stock and/or other equity interest in HealthSpring or to any Affiliate of any such entity or person (other than HealthSpring and its direct and indirect subsidiaries).

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8. Credentialing and Provision of Services.

     8.1 PROVIDER Physicians and PROVIDER Non-Physician Providers. PROVIDER shall provide to PLAN the names of all PROVIDER physicians and PROVIDER non-physician providers proposed to provide Services under this Agreement from time-to-time. PROVIDER hereby represents and warrants that each such PROVIDER physician and PROVIDER non-physician provider is an employee of, or is otherwise engaged by, PROVIDER. PROVIDER shall enter into a written agreement with respect to each such physician and non-physician provider whom it employs or otherwise engages, which agreement shall include, without limitation, a provision which shall provide: (i) that, in rendering Services to PROVIDER Medicare Members, each such physician or non-physician provider, as applicable, shall comply with all the policies and procedures of PLAN (including, without limitation, Utilization Review and Quality Improvement Programs), as such policies and procedures may be amended by PLAN from time-to-time; (ii) that (a) such provider shall not take any action to cause or attempt to cause any PROVIDER Medicare Member to terminate his/her relationship with PLAN or PROVIDER or to convert any PROVIDER Medicare Member from PLAN to any other managed care or insurance company other than PROVIDER HMO in accordance with Section 7.1. above; and (b) PLAN shall be an intended third party beneficiary of such non-solicitation clause; (iii) such terms as may be required by state or federal law or regulation for agreements with physicians or non-physicians, as applicable, who render health care goods and services to the public (including, without limitation, individuals entitled to benefits under Medicare); and (iv) notification requirements similar in scope to those binding upon PROVIDER pursuant to Section 8.8 of this Agreement. PROVIDER shall provide PLAN with a copy(ies) of its standard Physician Agreement(s) upon request by PLAN, and shall notify PLAN of any material changes made thereto.

     8.2 Credentialing. PROVIDER, the PROVIDER physicians, the PROVIDER Medical Centers, the Affiliated Providers and PROVIDER non-physician providers shall be required to comply with PLAN credentialing standards and successfully complete PLAN’s credentials application and process, as applicable. PROVIDER, the PROVIDER physicians, the PROVIDER Medical Centers, the Affiliated Providers and PROVIDER non-physician providers shall further cooperate with PLAN as necessary to conduct credentialing according to PLAN’s recredentialing process. PROVIDER shall have the right to utilize PLAN participating physicians and non-physician providers of its choosing to provide any and all Services; provided, that, PLAN retains the right to terminate the participation under this Agreement of any PROVIDER physician or PROVIDER non-physician provider if such provider does not comply with PLAN’s credentialing criteria and such noncompliance has not been cured by PROVIDER within the greater of (i) any cure period which may be set forth in any applicable National Committee on Quality Assurance (“NCQA”) accreditation standard or state or federal laws and regulations or which may be granted by the applicable state or federal agency; or (ii) the cure period set forth in Section 10.2 of this Agreement subsequent to PROVIDER’s receipt of written notice of noncompliance from PLAN (the “Compliance Notice”). PLAN may also terminate participation under this Agreement of any PROVIDER Medical Center or Affiliated Provider upon sending a Compliance Notice to PROVIDER in the event PLAN determines in good faith that the continued participation of such PROVIDER Medical Center or Affiliated Provider would

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jeopardize the health, welfare or safety of PROVIDER Medicare Members or PLAN’s NCQA accreditation would be jeopardized by such PROVIDER Medical Center’s or Affiliated Provider’s continued participation, subject, in the case of termination relating to NCQA accreditation, to PROVIDER’s opportunity to within the greater of (i) any cure period which may be set forth in any applicable NCQA accreditation standard or state or federal laws and regulations or which may be granted by the applicable state or federal agency; or (ii) the cure period set forth in Section 10.2 of this Agreement subsequent to PROVIDER’s receipt of such Compliance Notice. In the case of such termination due to PLAN’s good faith determination that continued participation of the PROVIDER Medical Center or Affiliated Provider would jeopardize the health, welfare or safety of PROVIDER Medicare Members, PROVIDER shall, absent an emergency, have thirty (30) days after receipt of the Compliance Notice to cure the deficiency(ies) and an additional thirty (30) days so long as PROVIDER has commenced and is diligently pursuing efforts to cure such deficiency(ies) within the first thirty (30) days. The Compliance Notice shall specify the deficiencies noted by PLAN with regard to such PROVIDER Medical Center(s) or Affiliated Provider(s) and/or any PROVIDER physician or non-physician provider. If the Compliance Notice affects a PROVIDER physician or PROVIDER non-physician provider, such physician or provider shall also receive from PLAN a copy of the Compliance Notice. Without limiting any remedy available to it hereunder, PLAN reserves the right to suspend any PROVIDER physician or PROVIDER non-physician provider for which PROVIDER, the PROVIDER physician or non-physician provider has received a Compliance Notice until the non-compliance has been cured or the cure period has expired (“Suspension Period”) in the event such non-compliance, in PLAN’s good faith judgment, represents a threat to any PROVIDER Medicare Member’s health, safety or welfare. Neither a PROVIDER physician nor a PROVIDER non-physician provider that has been so suspended by PLAN shall provide health care goods and services to PROVIDER Medicare Members during any Suspension Period through any PROVIDER Medical Center or Affiliated Provider. PLAN reserves the right to audit PROVIDER’s credentialing files, upon reasonable prior notice by PLAN, during regular business hours and at PLAN’s sole cost and expense, and PROVIDER shall, to the extent necessary and appropriate, make such files available to the Florida Department of Financial Services (“DFS”), the Florida Agency for Health Care Administration (the “Agency”), CMS, United States Department of Health and Human Services (“DHHS”), and any other regulatory authority with jurisdiction over PLAN, PROVIDER, the PROVIDER physicians or non-physician providers.

     8.3 Member Grievances. PROVIDER, the PROVIDER physicians and PROVIDER non-physician providers shall comply with the terms of PLAN’s Medicare grievance and appeals procedures, including expedited appeals, whereby PROVIDER Medicare Members’ complaints relating to PROVIDER physicians and PROVIDER may be filed and addressed, including the gathering and forwarding of information on appeal to PLAN, if necessary; provided, however, that any such procedure shall permit PROVIDER to take reasonable steps necessary to address a grievance or appeal (including, without limitation, initiating disciplinary actions) with PROVIDER physicians or PROVIDER non-physician providers prior to PLAN taking corrective action to the extent Florida law and NCQA standards (if applicable) permit such a delegation of authority by a health maintenance organization. PROVIDER shall provide written notice to PLAN of all grievances and appeals received by PROVIDER from PROVIDER Medicare Members within three (3) business days of such receipt, including those grievances and appeals

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relating to PROVIDER physicians, PROVIDER non-physician providers or the care rendered thereby.

     8.4 Use of PROVIDER Roster. PROVIDER consents to PLAN’s publication of each PROVIDER physician’s and PROVIDER non-physician provider’s name, office address, and area of practice in PLAN’s roster of participating providers and in its advertising, marketing, and promotional materials used to solicit prospective PROVIDER Medicare Members; provided, however, that PLAN’s use of such information and any and all such advertising, marketing and promotional materials shall be conducted, prepared and used, as applicable, in accordance with all applicable state and federal laws, rules and regulations. PROVIDER shall notify PLAN within three (3) business days of any change to PROVIDER’s roster of physicians or non-physician providers, including the office addresses of such physicians and non-physician providers.

     8.5 Encounter Data. PROVIDER shall provide PLAN, on a monthly basis, with patient encounter reports setting forth the Services furnished to PROVIDER Medicare Members. All encounter data shall be coded to the highest level of specificity in accordance with CMS requirements. PROVIDER shall certify the completeness and truthfulness of such data. PROVIDER shall provide PLAN with any other information and/or reports pertaining to such Services that PLAN may from time-to-time reasonably request. PROVIDER shall further maintain all medical records, patient files, or other documentation as may be reasonably required by PLAN with respect to PROVIDER Medicare Members. PROVIDER shall provide PLAN and its agents, NCQA, and any state or federal agency with jurisdiction over PLAN, to the extent permitted by applicable law and to the extent necessary or appropriate, with access to and copies of all such records promptly upon PLAN’s reasonable request during the Term and for a period of ten years subsequent to its expiration or termination.

     8.6 Independent Medical Judgment. Nothing in this Agreement, including, without limitation, the participation by PROVIDER, the PROVIDER physicians and PROVIDER non-physician providers in the Utilization Management Review and Quality Improvement Programs and other PLAN polices and programs is deemed to, or shall be construed to, interfere with or in any way affect the obligation of any PROVIDER physician and PROVIDER non-physician provider to exercise independent medical judgment in rendering all health care services to PROVIDER Medicare Members. PLAN does not direct, nor does it control the rendition of PROVIDER physicians’ or PROVIDER non-physicians’ medical services or their exercise of independent medical judgment.

     8.7 Participation. PROVIDER shall appoint a medical director as an advisor to PLAN and a point of contact for PLAN in the event of a dispute between a PROVIDER physician and PLAN over whether a Service other than a PROVIDER Covered Service should be authorized. In the event of any such dispute or decision as to whether to authorize the provision of Services to PROVIDER Medicare Members, PLAN shall consult with the medical director appointed by PROVIDER.

     8.8 Required Notifications. PROVIDER shall notify PLAN within three (3) business days of Provider obtaining knowledge of any inquiries, investigations, lawsuits, pre-suit notices, complaints, or disciplinary actions which PROVIDER knows have been initiated or

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taken by any person or entity, or any state or federal regulatory agency based upon any action or inaction of (i) PROVIDER or any of its officers, directors, owners, managers or employees or (ii) any health care providers with which PROVIDER directly or indirectly contracts. PLAN shall promptly notify PROVIDER of any inquiries, investigations, lawsuits, or disciplinary actions which PLAN knows have been initiated or taken by any person or entity, or any state or federal regulatory agency based upon any action or inaction of PLAN or any of its officers, directors, owners, managers which could reasonably be expected to have an adverse effect upon PROVIDER.

     8.9 Adequacy and Accessibility of Provider Panel. PROVIDER shall ensure that it employs or otherwise engages a sufficient number of PROVIDER physicians and PROVIDER non-physician providers to provide the PROVIDER Covered Services to the PROVIDER Medicare Members consistent with PROVIDER’s practices as of the Effective Date. PROVIDER shall ensure that the PROVIDER physicians shall comply with the following standards for provider accessibility: emergency cases must be seen immediately, during normal business hours; urgent cases must be seen within twenty-dour (24) hours of notification; routine symptomatic cases must be seen within five working days of notification; and routine non-symptomatic cases should be seen within thirty (30) days of notification. PROVIDER shall assure that a PROVIDER physician is on-call at all times for each PROVIDER Medical Center and each Affiliated Provider during all times when the office is closed.

     8.10 Notice of Policies and Procedures. PLAN shall provide PROVIDER with copies of its programs, policies and procedures applicable to PROVIDER (including, without limitation, any and all amendments, supplements, updates and other modifications thereto). PLAN shall provide PROVIDER with notice of material changes to its programs, policies and procedures in advance of the applicability of such changes to PROVIDER.

     8.11 Remediation Actions.

     (a) In the event that the DFS, CMS or any other applicable regulatory or government body notifies PLAN of any material breach, non-compliance, default, deficiency or other event requiring remediation by PLAN with respect to its operation of a health maintenance organization in any of the Approved PLAN Operating Areas, PLAN shall promptly provide to PROVIDER copies of any and all notices, correspondences and other documentation from or to the applicable regulatory or government body concerning the subject matter thereof, as well as a reasonably detailed action plan to be implemented by PLAN in order to fully remedy such breach, non-compliance, default, deficiency or event. PLAN agrees to promptly implement such action plan and to otherwise take any and all reasonable actions and steps necessary, desirable and/or appropriate to remedy such breach, non-compliance, default, deficiency or event.

     (b) In the event that the DFS, CMS or any other applicable regulatory or government body notifies PROVIDER of any material breach, non-compliance, default, deficiency or other event requiring remediation by PROVIDER with respect to its operation of the PROVIDER Medical Centers, PROVIDER shall promptly provide to PLAN copies of any and all notices, correspondences and other documentation from or to

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the applicable regulatory or government body concerning the subject matter thereof, as well as a reasonably detailed action plan to be implemented by PROVIDER in order to fully remedy such breach, non-compliance, default, deficiency or event. PROVIDER agrees to promptly implement such action plan and to otherwise take any and all reasonable actions and steps necessary, desirable and/or appropriate to remedy such breach, non-compliance, default, deficiency or event..

9. Insurance.

     9.1 Liability Insurance. PROVIDER shall purchase and maintain, during the Term, a claims made policy of professional liability insurance (“Claims Made Insurance”) covering PROVIDER and each PROVIDER physician and PROVIDER non-physician provider employed or otherwise engaged by PROVIDER, naming PLAN as an additional insured, in an amount which is commercially reasonable for providers of medical services of the type provided by PROVIDER, and in any event not less than that required by Florida law. PROVIDER shall cause its insurer or insurers to issue to PLAN a certificate reflecting such coverage and shall make commercially reasonable efforts to require such insurer or insurers to provide prior written notice to PLAN of any modification of such coverage or the cancellation or proposed cancellation thereof for any cause.

     9.2 Other Insurance. PROVIDER shall purchase and maintain, during the Term, workers’ compensation insurance and general liability insurance at such levels as may be reasonably required to insure against foreseeable incidents and claims which may arise as a result of the Services performed hereunder. Further, PROVIDER shall provide PLAN with written notice within ten (10) business days of PROVIDER receiving notice or otherwise becoming aware of any adverse changes or proposed adverse changes in the amount of coverage, value of the assets set aside for such coverage, policy terms, claims made under the policy, or cancellation of such coverage. This provision shall survive the termination or expiration of this Agreement regardless of the cause giving rise thereto.

10. Term and Termination.

     10.1 Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and continue without interruption (unless earlier terminated as provided in Section 10.2) until December 31, 2017. Thereafter, (A) in the event that PLAN shall have given PROVIDER written notice of non-renewal at least eighteen months (18) prior to the expiration of the Initial Term, this Agreement shall automatically renew for one additional one (1) year term (unless earlier terminated as provided in Section 10.2) commencing immediately upon the expiration of the Initial Term, on the same terms, conditions and provisions as contained herein, together with any authorized and approved amendments hereto, or (B) in the event that PLAN shall not have given PROVIDER written notice of non-renewal at least eighteen months (18) prior to the expiration of the Initial Term, this Agreement shall automatically renew for one additional five (5) year term (unless earlier terminated as provided in Section 10.2) commencing immediately upon the expiration of the Initial Term, on the same terms, conditions and provisions as contained herein, together with any authorized and approved amendments hereto, (each of the renewal terms described in the preceding clauses (A) or (B), a “Renewal Term”)

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(the Initial Term, together with the applicable Renewal Term, are collectively referred to herein as the “Term”).

     10.2 Termination. Notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that (i) this Agreement may only be terminated by the mutual written agreement of the parties or upon a Termination Event (as hereinafter defined) and (ii) in the event of any breach by either PLAN or PROVIDER of any of their respective obligations under this Agreement, whether monetary or non-monetary, then, unless such breach constitutes a Termination Event, the non-breaching party shall not have the right to terminate this Agreement, but shall be entitled to sue for damages or injunctive relief. This Agreement may be terminated unilaterally by PROVIDER as provided in Sections 10.2(a) or unilaterally by PLAN as provided in Section 10.2(b) (each party’s respective “Termination Events”).

     (a) Termination Events of PROVIDER. The following constitute the only Termination Events for the benefit of PROVIDER:

     (i) Covered Services Payments. The failure of PLAN to make the Covered Services Payments as provided in Section 4.1 or Section 4.2, in each case, if such breach remains uncured after ten (10) business days following PLAN’s receipt of Notice from PROVIDER of such breach and its intention to terminate with respect thereto.

     (ii) Loss of PLAN Licensure or Medicare Contract. PLAN’s license or other authorization to operate a health maintenance organization in the Approved PLAN Operating Areas is revoked, suspended, modified or not renewed and/or PLAN’s Medicare contract with respect to the Approved PLAN Operating Areas is terminated, not renewed or modified and, in each case, such revocation, suspension, modification, non-renewal or termination (x) results in PLAN being unable to serve greater than 50% of the Adjusted Members at the time of such revocation, suspension, modification, non-renewal or termination and (y) such breach remains uncured after sixty (60) calendar days following PLAN’s receipt of Notice from PROVIDER of such breach and its intention to terminate with respect thereto, or if such breach cannot reasonably be cured within such sixty (60) calendar day period and PLAN has commenced and is diligently pursuing efforts to cure such breach, the expiration of an additional sixty (60) calendar day period (i.e., 120 days total).

     (b) Termination Events of PLAN. The following constitute the only Termination Events for the benefit of PLAN:

     (i) Voluntary Closure of PROVIDER Medical Centers. Subject to Section 12.3, any breach by PROVIDER of the last sentence of Section 6 (other than a breach described in Section 10.2(b)(ii)), unless such breach is cured within sixty (60) calendar days following receipt of Notice from PLAN of such breach and its intention to terminate with respect thereto, or if such breach cannot reasonably be cured within such sixty (60) calendar day period and PROVIDER

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has commenced and is diligently pursuing efforts to cure such breach, the expiration of an additional sixty (60) calendar day period (i.e., 120 days total).

     (ii) Involuntary Closure of PROVIDER Medical Centers. Subject to Section 12.3, any breach by PROVIDER of the last sentence of Section 6 where the termination of operation of the PROVIDER Medical Center(s) giving rise to such breach is required by applicable legal, regulatory, statutory, administrative or similar authority (including any revocation or non-renewal of the applicable license(s) to operate such PROVIDER Medical Center(s)) and (x) results in PROVIDER being unable to deliver the PROVIDER Covered Services to greater than 50% of the Adjusted Members at the time of such termination and (y) such breach remains uncured after sixty (60) calendar days following PROVIDER’s receipt of Notice from PLAN of such breach and its intention to terminate with respect thereto, or if such breach cannot reasonably be cured within such sixty (60) calendar day period and PROVIDER has commenced and is diligently pursuing efforts to cure such breach, the expiration of an additional sixty (60) calendar day period (i.e., 120 days total).

     10.3 HMO Events. Notwithstanding anything set forth in the Stock Purchase Agreement to the contrary, in the event PROVIDER terminates this Agreement under Section 10.2(a) (each, an “HMO Event”), PROVIDER may cause, directly or indirectly, the PROVIDER HMO to, directly or indirectly, market, solicit and enroll (upon becoming eligible), and provide the product and services offering of such PROVIDER HMO to, any and all actual or prospective Medicare participants, including, but not limited to, any and all PLAN Medicare Advantage members (including, without limitation, PROVIDER Medicare Members), regardless of whether they reside in or outside of the Restricted Areas. Notwithstanding anything in this Agreement to the contrary, upon the occurrence of an HMO Event, no such marketing, solicitation, enrollment, provision or other activities by or on behalf of the PROVIDER HMO shall be subject to the provisions of 7.1(e), (f) or (g) (including, but not limited to, the obligation to pay the PROVIDER Monthly Payments to PLAN with respect to periods following the HMO Event) or otherwise require any make whole or other compensation of PLAN by PROVIDER or PROVIDER HMO with respect to periods following the HMO Event.

     10.4 Additional Effects of Termination. Except as expressly provided herein, termination pursuant to a Termination Event shall not preclude the non-breaching party from pursuing any and all remedies available to it hereunder in law or at equity as a consequence of such breach or any other breach. Unless otherwise required by law, upon termination of this Agreement, each party shall promptly pay to the other any amounts payable hereunder that accrued prior to termination of this Agreement. In addition, upon any expiration or earlier termination of this Agreement, any and all rights and obligations of the parties under this Agreement shall immediately terminate and be of no further force or effect, except that the rights and obligations of the parties under the following provisions shall survive any expiration or termination of this Agreement in accordance with their respective terms: Sections 4.7 (including Exhibit 3), the second sentence of Section 7.1(h), 10.2, 10.3, 10.4, 10.6, 11.9, 11.15, 12, 13.8, 13.9, 13.12, 13.13, 13.14 and 13.15.

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     10.5 Referral to Participating Providers. PROVIDER physicians and PROVIDER non-physician providers shall use their best efforts to refer PROVIDER Medicare Members only to PLAN participating hospitals or other PLAN participating providers in accordance with the policies and procedures of PLAN or, with respect to PROVIDER HMO Members, to PROVIDER HMO participating hospitals or other PROVIDER HMO participating providers, unless PROVIDER shall have received the prior written approval of PLAN. PLAN may from time to time amend the list of PLAN participating hospitals and providers; provided, however, that PLAN shall use its commercially reasonable efforts to maintain participating hospital agreements with Mercy Hospital, Hialeah Hospital, Kendall Regional Hospital, and Palmetto Hospital, or any successors of any such hospital (the “Preferred Hospitals”), for so long as PLAN is able to obtain commercially reasonable terms and rates with the Preferred Hospitals. It is the intention of PROVIDER that PROVIDER HMO will enter into participating provider agreements with the Preferred Hospitals for elective services. Even if PLAN is unable to continue to be able to contract with the Preferred Hospitals on commercially reasonable terms and rates for all PLAN members, PLAN shall use good faith efforts to enter into participating provider agreements with the Preferred Hospitals for the purpose of allowing PROVIDER Medicare Members to access them as participating providers. In the event that a Preferred Hospital nonetheless refuses to enter into a participating provider agreement with PLAN, or terminates such an agreement with PLAN, as a result of which PROVIDER Medicare Members are denied access to such Preferred Hospital as a participating provider, then PROVIDER shall have the right to participate with PLAN in its negotiations with such Preferred Hospital to attempt to reach a mutually acceptable agreement. Subject to the foregoing, PROVIDER shall reimburse PLAN for any costs incurred by PLAN for medical services, other than emergency, urgent care or any other medical services that do not ordinarily require PLAN authorization, rendered to PROVIDER Medicare Members by a non-participating hospital or provider to whom the PROVIDER physician or PROVIDER non-physician provider referred by written referral authorization a PROVIDER Medicare Member without PLAN’s prior authorization.

     10.6 Coordination of Benefits; Subrogation. With respect to the Services provided to PROVIDER Medicare Members that are subject to this Agreement, notwithstanding the payment provisions above, PLAN retains any and all rights whatsoever for third party liability subrogation cases, rights of reimbursement from workers’ compensation and any and all rights in connection with the coordination of benefits with another health maintenance organization or other third party payor. PROVIDER HMO retains such rights with respect to PROVIDER HMO Members. PROVIDER shall inform PLAN, at the time PROVIDER obtains such information (before, during, or after Services are rendered), of the existence of any of the above referenced conditions as it relates to the Services that PROVIDER is providing to PROVIDER Medicare Members. In addition, with respect to the PROVIDER Covered Services provided to PROVIDER Medicare Members hereunder, PROVIDER shall inform PLAN upon receipt of any payment (other than any patient co-payments) received from any parties other than PLAN or PROVIDER HMO for Services provided to PROVIDER Medicare Members or to PROVIDER HMO Members, respectively, refunding all such monies to PLAN and shall not interfere with the attempts by PLAN to recover monies for which another party may be liable under one of the above outlined conditions; provided, however, that the immediately preceding clause shall not apply to payments for Services provided to the PROVIDER HMO Members during the period following the occurrence of an HMO Event.

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     10.7 Collection of Information. PROVIDER shall collect from PROVIDER Medicare Members information regarding the existence of any of the conditions referred to in Section 10.6 above as it relates to the Services that PROVIDER is providing to PROVIDER Medicare Members, and shall timely forward such information to PLAN.

     10.8 Cancellation by Order of the Office of Insurance Regulation. PLAN and PROVIDER agree this Agreement may be cancelled or terminated by order of the Office of Insurance Regulation in accordance with the provisions contained in Section 641.234(3), Florida Statutes.

     10.9 Notice to Regulatory Agencies. PLAN and PROVIDER agree to provide notice to the Florida Office of Insurance Regulation in the event of termination or cancellation of this Agreement per the requirements of Section 641.315(2)(a), Florida Statutes.

11. Additional Medicare Advantage Requirements. In addition to certain provisions of this Agreement set forth above required for Medicare Advantage plans, additional Medicare Advantage requirements are set forth below:

     11.1 Compliance with Medicare Advantage Administrative Policies and Procedures. This Section 11 shall supersede any term or condition of this Agreement with which it conflicts. PROVIDER shall cooperate and shall cause PROVIDER physicians and PROVIDER non-physician providers to cooperate in any external review conducted by applicable federal or state agencies, or independent quality review and improvement organizations, in connection with the PLAN Medicare Advantage Plan. PROVIDER shall pay the costs, if any, in connection with any such review.

     11.2 Access to Services. PROVIDER Medicare Members may directly access (through self-referral and without a referral from primary care physicians and other physicians) mammography screening and influenza vaccines. Cost sharing may not be imposed upon influenza and pneumococcal vaccines. Additionally, PROVIDER Medicare Members may choose direct access to a health care specialist who is a PROVIDER physician for women’s routine and preventative health care services as provided in the PLAN Medicare Advantage Plan.

     11.3 Timeliness of Initial Assessment. PROVIDER shall comply with PLAN policies and procedures relating to effective and continuing patient care and quality review, specifically including, but not limited to, an initial assessment of each PROVIDER Medicare Member’s health care needs within 90 days of the effective date of enrollment (subject to patient cooperation).

     11.4 Treatment Plan for Certain Medical Conditions. PROVIDER shall comply with PLAN’s policies and procedures with regard to the identification of PROVIDER Medicare Members with complex or serious medical conditions; assessment of those medical conditions, including the use of medical procedures to diagnose and monitor such PROVIDER Medicare Members on an on-going basis; and establishment and implementation of a treatment plan appropriate to those conditions, with an adequate number of direct access visits to specialists to accommodate the treatment plan.

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     11.5 Subcontracting. PROVIDER shall not subcontract for the performance of Services under this Agreement without the prior written consent of PLAN, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, PROVIDER may subcontract the performance of the primary care services identified in Exhibit 1 as part of the PROVIDER Core Services to one or more medical centers, individual physicians or physician groups (each, an “Affiliated Provider”). A subcontract with an Affiliated Provider shall be consistent with the terms and conditions of this Agreement and include an express agreement by the Affiliated Provider (i) to perform the obligations of PROVIDER under this Agreement, (ii) that following payment by PLAN to PROVIDER in accordance with the terms and conditions of this Agreement, PROVIDER is solely responsible, and PLAN has no responsibility or liability for, any amounts owed to an Affiliated Provider for Services provided to PROVIDER Medicare Members by such Affiliated Provider; and (iii) that following payment by PLAN to PROVIDER in accordance with the terms and conditions of this Agreement, PLAN has no responsibility or liability as a result of nonpayment or other breach by PROVIDER under its subcontract with the Affiliated Provider. PROVIDER agrees to oversee the Affiliated Provider’s performance of its obligations under such subcontract and to be accountable to PLAN and the PROVIDER Medicare Members for the negligent performance or nonperformance of any obligation under such subcontract related to the provision of Services to PROVIDER Medicare Members. Each Affiliated Provider must meet PLAN’s credentialing requirements as provided in Section 8 as a condition precedent to Affiliated Provider’s status as an Affiliated Provider under this Agreement. PROVIDER shall furnish PLAN with copies of the first page and signature page of such subcontracts within ten (10) days of execution of this Agreement and ten (10) days of execution of any subsequent subcontracts by PROVIDER. Each such subcontractor shall meet PLAN’s credentialing requirements as provided in Section 8, prior to the subcontract becoming effective.

     11.6 Compliance With Other Federal Laws. Each party hereby represents and warrants that it is currently in compliance, and covenants that it remain in compliance, in each case, in all material respects, at all times during the Term, with any and all laws and regulations applicable to the subject matter of this Agreement, including, without limitation, all applicable laws and regulations related to Medicare Advantage and/or otherwise applicable to recipients of federal funds and applicable laws and regulations relating to the ownership and/or operation of medical clinics. Without limiting the generality of the foregoing, PROVIDER shall comply with the following federal laws and regulations: Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the American with Disabilities Act, and the Rehabilitation Act of 1973, and PLAN shall comply with the terms of its authorizations and permits from DFS and the Agency and the terms and conditions of PLAN’s contract with CMS with respect to the Approved PLAN Operating Areas. Upon request, PLAN shall provide to PROVIDER a true, correct and complete copy of its contract with CMS. It is assumed for purposes of this Agreement that PROVIDER and PLAN receive federal funds.

     11.7 Member Advice. PLAN agrees that it will not prohibit or otherwise restrict any PROVIDER physician or PROVIDER non-physician provider acting within such PROVIDER physician or PROVIDER non-physician provider’s lawful scope of practice, from advising, or advocating on behalf of a PROVIDER Medicare Member about:

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     (a) The PROVIDER Medicare Member’s health status, medical care, or treatment options, including the provision of sufficient information to the individual to provide an opportunity to decide among all relevant treatment options;

     (b) The risk, benefits, and consequences of treatment and no treatment; or

     (c) The opportunity for the individual to refuse treatment and to express preferences about future treatment decisions.

     11.8 Hold Harmless. PROVIDER agrees that in no event, including but not limited to nonpayment by PLAN, the insolvency of PLAN or breach of this Agreement, shall PROVIDER or a PROVIDER physician or PROVIDER non-physician provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a PROVIDER Medicare Member or a person other than PLAN acting on behalf of such PROVIDER Medicare Member for Services provided pursuant to this Agreement. This Agreement does not prohibit PROVIDER from collecting co-payments, as specifically provided in the PLAN Medicare Advantage Plan, nor does this Agreement prohibit PROVIDER and any PROVIDER Medicare Member from entering into an agreement for the provision of non-PROVIDER Covered Services and payment for such services as long as PROVIDER has clearly informed the PROVIDER Medicare Member in writing in advance of providing non-PROVIDER Covered Services that PLAN will not cover or continue to cover a specific service or services. Under no circumstance will PLAN be liable for non-payment to PROVIDER for a non-PROVIDER Covered Service rendered to a PROVIDER Medicare Member. PROVIDER further agrees that:

     (a) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of PROVIDER Medicare Members; and

     (b) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between PROVIDER and PROVIDER Medicare Members or persons acting on their behalf.

     Any modification, addition, or deletion of or to the provision of this Section 11.8 shall be effective on a date no earlier than fifteen (15) days after the DFS has received written notice of and has approved such change.

     11.9 Confidentiality and Accuracy of Medicare Advantage Member Records. For any medical records or other health and enrollment information maintained by PROVIDER and its subcontractors with respect to PROVIDER Medicare Members, PROVIDER shall:

          (a) Safeguard the privacy of any information that identifies a particular PROVIDER Medicare Member. Information from, or copies of, records may be released only to authorized individuals, and unauthorized individuals must not gain access to or alter such records. Original medical records must be released only in accordance with federal or state laws, court orders, or subpoenas;

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     (b) Maintain all such records and information in an accurate and timely manner;

     (c) Allow timely access by PROVIDER Medicare Members to the records and information that pertain to them; and

          (d) Abide by all federal and state laws regarding confidentiality and disclosure for mental health records, medical records, other health information, and Member information.

     11.10 Access to Records. PROVIDER agrees and shall cause each PROVIDER physician and PROVIDER non-physician provider to agree that:

          (a) The Secretary of the DHHS, the Comptroller General, or their designees, have the right to inspect, evaluate, and audit any pertinent contracts, books, documents, papers and records of PROVIDER and PROVIDER physicians and PROVIDER non-physician providers involving transactions relating to the Medicare Advantage contract between CMS and PLAN; and

          (b) DHHS’s or the Comptroller General’s right to inspect, evaluate, and audit any pertinent information for any particular contract period will exist through ten years from the final date of the applicable CMS/PLAN contract period or from the date of completion of any audit, whichever is later.

     11.11 Federal Funds. Because PLAN is receiving federal payments under its contract with CMS, PLAN is subject to certain laws that are applicable to individuals and entities receiving federal funds. PLAN is under a duty to inform such payees, and PLAN hereby informs PROVIDER, that payments received from the PLAN Medicare Advantage Plan are, in whole or in part, federal funds.

     11.12 Non-Discrimination. In carrying out obligations under these Medicare Advantage provisions, PROVIDER shall not discriminate against any PROVIDER Medicare Member on the basis of race, color, religion, sex, national origin, age, health status, participation in any government program (including Medicare), source of payment, membership in a health maintenance organization, marital status or physical or mental handicap, nor shall PROVIDER knowingly contract with a person or entity which discriminates against any PROVIDER Medicare Member on any such basis.

     11.13 Advance Directives. In compliance with the Patient Self-Determination Act, as amended and to the extent applicable, and other applicable laws, PROVIDER shall document the existence of an advance directive in a prominent place in all applicable PROVIDER Medicare Member’s patient records.

     11.14 Professional Standards. PROVIDER shall provide PROVIDER Covered Services to PROVIDER Medicare Members in a manner consistent with professionally recognized standards of health care.

     11.15 Continuation of Benefits. Upon termination of this Agreement, PROVIDER and each PROVIDER physician and PROVIDER non-physician provider shall continue to provide

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those PROVIDER Covered Services then being provided under this Agreement by PROVIDER to PROVIDER Medicare Members until the period ends for which CMS has paid a premium to PLAN for such Member under the Medicare Advantage contract; and if a PROVIDER Medicare Member is hospitalized on the date PLAN’s Medicare Advantage contract with CMS terminates, or PLAN is insolvent during the period of such hospitalization, and a PROVIDER physician is caring for such Member during the period of hospitalization, the PROVIDER physician shall continue to provide such PROVIDER Covered Services as the physician is required to provide under this Agreement, if any, until the PROVIDER Medicare Member’s discharge.

     11.16 Excluded Persons. PROVIDER agrees that it shall not employ any management staff or hire any agents who have been convicted of criminal offenses related to their involvement in Medicaid, Medicare, or any other social service plan under Title XX of the Social Security Act.

     11.17 Development of Programs. PLAN shall provide PROVIDER with an opportunity to review and comment upon the Utilization Review and Quality Improvement Programs and other medical policies and procedures implemented by PLAN. PROVIDER shall, and shall cause the PROVIDER Physicians, PROVIDER non-physician providers and the Affiliated Providers, to comply with such Utilization Review and Quality Improvement Programs and other medical policies and procedures implemented by PLAN from time to time.

     11.18 Accountability to CMS. PLAN maintains full responsibility for adhering to and otherwise complying with the terms and conditions of its contract with CMS. Such compliance depends to a great extent on the cooperation, assistance, collaboration and support of PROVIDER, the PROVIDER physicians, the PROVIDER non-physician providers and the Affiliated Providers. PROVIDER agrees, and shall its commercially reasonable best efforts to cause such PROVIDER physicians, PROVIDER non-physician providers and Affiliated Providers to, provide such cooperation, assistance, collaboration and support.

12. Special Damages; Guaranty. PLAN and PROVIDER have discussed the potential losses, costs and damages that PLAN could incur, including the harm to the ongoing business of PLAN, and PROVIDER expressly hereby acknowledges and agrees that it has reasonable notice of the special damages the PLAN may incur, in each case, in the event of a breach by PROVIDER or any of its Affiliates of Sections 7.1(c), 7.1(d), or 7.3 (exclusive of Section 7.3 (b) (Non-consent by PLAN)), or a breach by PROVIDER constituting a Termination Event under Section 10.2(b) (regardless whether this Agreement is terminated by PLAN) (in each case, a “Special Damages Breach”). Accordingly and notwithstanding anything in this Agreement to the contrary, in addition to any remedies available to PLAN in law or at equity, the parties hereto confirm, acknowledge, and agree that PLAN shall be entitled to seek recovery against PROVIDER for incidental, indirect, special, and consequential damages and damages for loss of profits, loss of revenue, loss of business or assets and diminution of value, in each case, to the extent suffered or incurred in connection with, arising out of or otherwise relating to a Special Damages Breach. A Guaranty Agreement, dated as of the Effective Date, in the form attached hereto as Exhibit 6, with respect to the obligations of PROVIDER under this Section 12, has been executed and delivered by PLAN and the guarantors set forth therein.

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13. Miscellaneous Provisions.

     13.1 Additional Representations and Warranties of the Parties. Each party hereby represents and warrants to the other party that it has all necessary permissions, permits, franchises, authorizations and other corporate or other organizational or legal authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation enforceable against such party in accordance with its terms, except as such obligation may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, and/or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each party hereby represents and warrants to the other party that no agreement, contract, easement, instrument, mortgage, encumbrance, or other document or grant of rights to which such party is currently a party conflicts with its obligations or the other party hereto’s rights under this Agreement, and such representing party’s entry into and performance of this Agreement will not cause any default under any of the foregoing.

     13.2 Relationship of the Parties. The parties to the Agreement are independent legal entities. Except as expressly set forth in this Agreement, nothing herein shall be construed or deemed to create between them any relationship of employer and employee, principal and agent, partnership, joint venture or any relationship other than that of independent parties. No party hereto, nor the respective agents or employees of any party, shall be required to assume or bear a responsibility for the acts or omissions, or any consequences thereof, of any other party, or its agents or employees under this Agreement.

     13.3 Force Majeure. The failure of either party hereto to perform its obligations under this Agreement shall be excused and shall not constitute a breach of this Agreement during the period that such failures are occasioned by any of the following events of force majeure: acts of God, floods, fires, storms, strikes, lockouts, disputes with workmen, riots, insurrections, war or acts of terrorism that prevent or delay the performance of the obligations herein contained and similar events beyond the reasonable control of such party, but only during such period and to the extent such prevention or delay is caused by the force majeure event.

     13.4 Amendment. No amendment, restatement or other modification to this Agreement shall be effective unless in writing and executed by PLAN and PROVIDER.

     13.5 Assignment. Except as provided in Sections 5(a) and 11.5, neither party may sell, assign, delegate, or otherwise transfer, whether directly, indirectly, by operation of law, by merger or otherwise, this Agreement or its obligations or rights hereunder, without the prior written consent of the other party. Any such purported sale, assignment, delegation or other transfer shall be void and of no force or effect.

     13.6 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision.

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     13.7 Severability. In the event any provision of this Agreement is rendered invalid or unenforceable by any act of Congress or of the Florida Legislature or by any regulation promulgated by officials of the United States or the applicable Florida state agency, or declared null and void by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect.

     13.8 Confidentiality. Any and all non-public information disclosed by any party to another party to this Agreement in relation to this Agreement, whether communicated orally or in any physical form, related to a party’s business shall be deemed the “Confidential Information” of the party disclosing the Confidential Information, regardless of whether such information is designated as such at the time of disclosure. In accordance with the following provisions, each party shall, and shall use commercially reasonable efforts to cause each of its contractors and agents to, hold the other party’s Confidential Information in trust and confidence and such information shall be used only for the purposes contemplated herein, and not for any other purpose.

          (a) A party shall use the Confidential Information received from the other parties solely in relation to this Agreement. No other rights are implied or granted under this Agreement.

          (b) Confidential Information supplied by one party to another party shall not be reproduced in any form except for internal use or with the prior written authorization of the party furnishing the Confidential Information.

          (c) The parties shall use all reasonable efforts to protect the confidentiality of the Confidential Information received from each other with the same degree of care used to protect their own Confidential Information and that of their Affiliates from unauthorized use or disclosure by its agents and employees. The parties shall not release, publish, reveal or disclose, directly or indirectly, Confidential Information to any other person or entity without the prior written consent of the other, except that such Confidential Information may be used by or disclosed to the parties’ directors, officers, lawyers, accountants and other professional consultants as may be reasonably required in relation to this Agreement, provided that all such persons shall be directed and required to maintain the disclosed Confidential Information in confidence at all times thereafter. Such disclosure shall not relieve the parties of their obligations under this Agreement.

          (d) All Confidential Information, unless otherwise specified in writing, shall remain the exclusive property of the party providing the Confidential Information, shall be used by the party receiving the Confidential Information only for the purpose permitted under this Agreement, and shall be returned to the party furnishing the Confidential Information (including all whole or partial copies thereof) promptly upon termination of this Agreement.

          (e) The term “Confidential Information” does not include information which: (i) is now or hereafter in the public domain through no fault of the party receiving the Confidential Information; or (ii) is obligated to be produced by the party which was furnished the Confidential Information or any of its affiliates under order of a court of competent jurisdiction,

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unless made the subject of a confidentiality agreement or order in connection with such proceeding.

          (f) The provisions of this Section 13.8 are necessary for the protection of the business and goodwill of the respective parties and are considered by the parties to be reasonable for such purpose.

          (g) Without limiting other possible remedies of the parties for breaches of their respective obligations under this Agreement, the parties agree that the breach or threatened breach of this Agreement (including under Section 7 or this Section 13.8) may cause irreparable harm to the non-breaching party and the non-breaching party may not have an adequate remedy at law, and therefore the non-breaching party shall be entitled to injunctive or other equitable relief to enforce the Agreement without obligation to post a bond.

     13.9 Notice. All notices, demands, requests and other communications required or permitted hereunder (each, a “Notice”) shall be in writing, and shall be (i) personally delivered; (ii) sent by a nationally recognized overnight delivery service; (iii) facsimile machine, with electronic confirmation of successful transmission; or (iv) sent by certified or registered mail, return receipt requested. All Notices personally delivered shall be deemed effective when actually delivered as documented in a delivery receipt. All Notices sent by a nationally recognized overnight delivery service shall be deemed effective and received one (1) business day following delivery by the sender to such delivery service. All Notices sent by certified or registered mail, return receipt requested, shall be deemed effective and received five (5) days after having been deposited in the United States mail. All Notices sent by facsimile transmission with electronic confirmation of successful transmission shall be deemed effective and received at the time of transmission, provided, however, that the party giving such facsimile Notice sends a copy of such Notice to the other party using any of the other methods permitted hereunder. Any Party may designate a change of address, or require that Notices be provided to additional persons, upon written Notice to and receipt by the other Party. All Notices shall be sent to the addressee at its address set forth following its name below:

If to PLAN:	Leon Medical Centers Health Plans, Inc.
	c/o HealthSpring, Inc.
	9009 Carothers Parkway
	Building B, Suite 501
	Franklin, Tennessee 37067
	Attn: Chief Executive Officer
	Facsimile: (615) 291-7011
with copies to:	HealthSpring, Inc.
	9009 Carothers Parkway
	Building B, Suite 501
	Franklin, Tennessee 37067
	Attn: General Counsel
	Facsimile: (615) 291-7011
	Bass, Berry & Sims PLC
	315 Deaderick Street, Suite 2700

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	Nashville, Tennessee 37238
	Attn.: J. James Jenkins, Jr,
	Facsimile: (615) 742-2736
If to PROVIDER:
	Leon Medical Centers, Inc.
	11501 SW 40th Street
	Miami FL 33165
	Attn: Benjamin Leon, Jr., Co-Chief Executive Officer
	and Stuart Eiseman, Co-Chief Executive Officer
with copy to:	Bilzin Sumberg Baena Price & Axelrod LLP
	2500 Wachovia Financial Center
	200 South Biscayne Boulevard
	Miami, Florida 33131
	Attn: Samuel C. Ullman
	Facsimile: (305) 351-2299

     13.10 Headings. The headings of the sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     13.11 Interpretation. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” When a reference is made in this Agreement to a certain number of days, such reference shall be deemed to refer to “calendar” days unless the reference expressly indicates that the reference is being made with respect to business days. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. References to Sections refer to sections of this Agreement, unless the context requires otherwise. Words such as “herein,” “hereinafter,” “hereof,” “hereby” and “hereunder” and the words of like import refer to this Agreement, unless the context requires otherwise. All references in this Agreement to PLAN, PROVIDER, HealthSpring or any other entity shall include any and all successors thereto. To the extent that the form and/or substance of any reports or other documents referenced in this Agreement in connection with the calculation of any terms hereof (including the Covered Services Payments and the Adjusted Members) are amended, restated or succeeded by any other reports, in each case, such that such calculations would vary if effectuated following such amendments, restatements or successions, then the parties shall promptly negotiate in good faith with respect to any necessary revisions to the provisions to this Agreement so as to maintain the intent of such provisions as written prior to the effectuation of such amendments, restatements or successions. Any disputes with respect to such revisions that cannot be resolved within fifteen (15) days following commencement of the negotiations with respect thereto shall be submitted to the Actuary for final resolution in accordance with the provisions of Section 4.5(a).

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     13.12 Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement, and any dispute, controversy or claim arising out of or relating to this Agreement or a breach thereof shall be governed by, and construed in accordance with the laws of the State of Florida. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any federal court located within Miami-Dade County in the State of Florida in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein (except with respect to any matters required or permitted hereunder to be submitted to the Actuary), agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to such jurisdiction and such process. The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise; provided, however, that no such waiver shall apply to any lawsuit or proceeding brought by PLAN against PROVIDER in which PLAN alleges fraudulent conduct by PROVIDER and/or its Affilaites, in which case, such lawsuit or proceeding shall be adjudicated with any and all applicable jury trial rights. The parties hereto agree that any of them may file a copy of this paragraph with any court of competent jurisdiction as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive trial by jury (except as hereinabove provided) and that any action or proceeding whatsoever between them relating to this Agreement or the transactions contemplated hereby shall instead be tried in a court of competent jurisdiction by a judge sitting without a jury (except as hereinabove provided).

     13.13 Third-Party Beneficiaries. This Agreement shall not be construed to create any third-party beneficiaries, except for PLAN’s being a third-party beneficiary under Section 8.1, PROVIDER Medicare Members being third party beneficiaries of Section 11.8 (Member Hold Harmless), and the PROVIDER HMO being a third-party beneficiary of PLAN’s obligations hereunder.

     13.14 Entire Agreement. All Exhibits to this Agreement and all attachments hereto are incorporated by reference into and made part of this Agreement. This Agreement and any amendments, exhibits, attachments, and schedules hereto as are now incorporated, or as may be added from time-to-time pursuant to the terms of this Agreement, constitute the entire understanding and agreement of the parties hereto and supersede any prior written or oral agreement pertaining to the subject matter hereof.

     13.15 Prevailing Party. In the event of a dispute between the parties hereto arising out of or in connection with this Agreement, the losing party in any action, claim or suit shall promptly pay to the prevailing party all reasonable attorneys’ and paralegals’ fees and costs, at trial and at all appellate levels, incurred by or on behalf of such prevailing party.

     13.16 Participation in Drafting. Each party acknowledges that it has been represented by counsel in connection with the negotiation and drafting of this Agreement and the other agreements and documents to be executed by the parties in connection herewith. Accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement and the other agreements and documents to be executed by the parties in connection herewith shall be construed as if drafted jointly by PLAN, on the one hand, and PROVIDER, on the other hand,

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and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement and the other agreements and documents to be executed by the parties in connection herewith.

     13.17 Counterparts. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery by facsimile or e-mail transmission in PDF format to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence and to constitute good and effective delivery for all purposes. The individual signing on behalf of the named party personally warrants and represents that he or she is the duly authorized agent of that party with the authority to execute this Agreement on behalf of such party.

[SIGNATURES ON FOLLOWING PAGE]

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EXECUTION COPY

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or agents, effective as of the Effective Date.

LEON MEDICAL CENTERS HEALTH PLANS, INC., a Florida corporation		LEON MEDICAL CENTERS, INC., a Florida corporation
By:	/s/ Albert R. Maury	By:	/s/ Benjamin Leon, Jr.
Name:	Albert R. Maury	Name:	Benjamin Leon, Jr.
Title:	President and Chief Executive Officer	Title:	Chief Executive Officer

[Signature Page to Medical Services Agreement.]

EXHIBIT 3
MLR SHARING ARRANGEMENT

1. Definitions.

     1.1 “Deficit” means, with respect to each Contract Year, the product obtained by multiplying (i) the sum of the CMS capitation reimbursement rates for all Medicare Advantage members that constituted PROVIDER Medicare Members and all Medicare Advantage members that constituted PROVIDER HMO Members during such Contract Year, by (ii) the MLR Deficit, if any, for such Contract Year.

     1.2 “MLR” means, with respect to any calendar year or Contract Year, as applicable, the percentage obtained by dividing (i) the aggregate medical expenses (including the cost of Part D Pharmaceuticals and Injectable Drugs) actually incurred by PLAN and by the PROVIDER HMO during such calendar year or Contract Year with respect to the PROVIDER Medicare Members and the PROVIDER HMO Members, respectively, by (ii) the sum of the CMS capitation reimbursement rates for all Medicare Advantage members that constituted PROVIDER Medicare Members and all Medicare Advantage members that constituted PROVIDER HMO Members during such Contract Year (including, without limitation, during any portion thereof). With respect to all calculations of the MLR in this Agreement, (A) reinsurance and stop-loss coverage for catastrophic claims costs and premiums and payments for disease management services shall be treated as an increase in medical expenses, and (B) reinsurance and stop-loss coverage for catastrophic claims recoveries, subrogation and coordination of benefits recoveries shall be treated as a reduction in medical expenses.

     1.3 “MLR Benchmark” means, (i) with respect to Contract Years 2007, 2008 and 2009, eighty percent (80.0%), (ii) with respect to Contract Years 2010 and 2011, eighty and one-half percent (80.5%), and (iii) with respect to all subsequent Contract Years, eighty one percent (81.0%).

     1.4 “MLR Deficit” means, with respect to each Contract Year, the positive difference, if any, between the actual MLR with respect to such Contract Year minus the MLR Benchmark for such Contract Year.

     1.5 “MLR Surplus” means, with respect to each Contract Year, the positive difference, if any, between the MLR Benchmark for such Contract Year minus the actual MLR with respect to such Contract Year.

     1.6 “Surplus” means, with respect to each Contract Year, the product obtained by multiplying (i) the sum of the CMS capitation reimbursement rates for all Medicare Advantage members that constituted PROVIDER Medicare Members and all Medicare Advantage members that constituted PROVIDER HMO Members during such Contract Year, by (ii) the MLR Surplus, if any, for such Contract Year.

2. Medical Loss Ratio Formula. With respect to each Contract Year, the following shall apply:

     (a) to the extent that the MLR Surplus is greater than 0% but is 5% or less, then 50% of the Surplus calculated using the MLR Surplus within such range shall be retained by PLAN and 50% of such Surplus shall be paid by PLAN to PROVIDER;

     (b) to the extent that the MLR Surplus is greater than 5%, then 100% of the Surplus calculated using the MLR Surplus above such 5% shall be retained by PLAN (after risk sharing and payment by PLAN to PROVIDER for the corridor set forth in (a) above);

     (c) to the extent that the MLR Deficit is greater than 0% but is 5% or less, then 50% of the Deficit calculated using the MLR Deficit within such range shall be paid by PROVIDER to PLAN; and

     (d) to the extent that the MLR Deficit is greater than 5%, then no payment of any Deficit calculated using the MLR Deficit above such 5% shall be made by PROVIDER to PLAN (after risk sharing and payment by PROVIDER to PLAN for the corridor set forth in (c) above).

     Notwithstanding the foregoing, in no event will the aggregate amount of all Surplus payments by PLAN or Deficit payments by PROVIDER with respect to any one Contract Year exceed 2.5% multiplied by the sum of the CMS capitation reimbursement rates for all Medicare Advantage members that constituted PROVIDER Medicare Members and all Medicare Advantage members that constituted PROVIDER HMO Members during such Contract Year (including, without limitation, during any portion thereof).

3. Run Out Periods and Payment of Surplus and Deficit.

     (a) Payment of Surplus and Deficit. With respect to each Contract Year or portion thereof, all Surplus and Deficit payments among the parties shall be made as follows:

     (i) Immediately following the expiration of the three (3) calendar month period immediately following the applicable measurement period (e.g., each Contract Year, the First Measurement Period, the Final Measurement Period, or any portion thereof (if any of the foregoing shall commence or end other than on the first or last day, respectively, of a calendar month)), the parties shall estimate the amount of any Surplus or Deficit payable with respect to such measurement period so as to reflect any (i) claims incurred by PLAN with respect to such measurement period that have not been reported (“IBNR”) as of the end of such three month period, (ii) claims incurred by PLAN with respect to such measurement period that have been reported but are pending or otherwise unpaid (“Pending Claims”) as of the end of such three month period, and (iii) claims incurred by PLAN with respect to such measurement period that have been paid (“Paid Claims”) as of the end of such three month period (such estimate, the “First Estimated Surplus or Deficit”). PLAN or PROVIDER, as applicable shall pay 80% of any First Estimated Surplus or Deficit payable with respect to such Contract Year, by wire transfer of immediately available funds, within three

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(3) business days following the determination thereof (whether by the parties or the Actuary);

     (ii) Immediately following the expiration of the six (6) calendar month period immediately following the applicable measurement period, the parties shall estimate the amount of any Surplus or Deficit payable with respect to such measurement period so as to reflect any IBNR, Pending Claims and Paid Claims as of the end of such six (6) month period (such estimate, the “Second Estimated Surplus or Deficit”). The difference between (A) the amount of the Second Estimated Surplus or Deficit payable with respect to such Contract Year, and (B) the amount of the First Estimated Surplus or Deficit paid pursuant to the immediately preceding item (i) shall be paid by the applicable party, by wire transfer of immediately available funds, within three (3) business days following the determination thereof (whether by the parties or the Actuary) (the “Interim Settlement Amount”); and

     (iii) Immediately following the expiration of the eighteen (18) calendar month period immediately following the applicable measurement period, the parties shall calculate the actual MLR achieved with respect to such measurement period (i.e., so as to reflect all Pending Claims and Paid Claims as of the end of such eighteen (18) month period but not IBNR), as well as the amount of any Surplus or Deficit payable with respect to such measurement period (the “Final Settlement”). The difference between (A) the amount of the Surplus or Deficit payable with respect to such Contract Year, as determined pursuant to the Final Settlement for such Contract Year (whether by the parties or the Actuary), and (B) the amount of the Second Estimated Surplus or Deficit shall be paid by the applicable party, by wire transfer of immediately available funds, within three (3) business days following the determination of the Final Settlement.

     (b) Actual MLR Calculation. For avoidance of doubt, for purposes of the calculation of the MLR and the PROVIDER HMO MLR actually achieved for the applicable measurement period as required under Section 3(a)(iii), no IBNR existing as of the end of the eighteen month period that is the subject of any Final Settlement shall be reflected in such MLR or PROVIDER HMO MLR.

     (c) Monthly Reports. Within thirty (30) days following the end of each calendar month, PLAN shall provide to PROVIDER its estimate and calculations with respect to whether, as of the date of such estimate, there exists a Surplus or a Deficit for such Contract Year. Such monthly reports shall be for informational purposes only and shall not be deemed probative or supportive in any way of either party’s calculation of the MLR, PROVIDER HMO MLR, First or Second Estimated Surplus or Deficit, the Interim Settlement Amount or the Final Settlement.

4. Disputes; Actuary. With respect to all calculations of MLR, Surplus and Deficit, the parties shall first attempt to make all such calculations jointly and agree on the results thereof. If the parties are unable to agree on the results of the calculations of MLR, Surplus or Deficit (including each of their respective components), then either party may, by written notice to the

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other party, require that such calculations be submitted to the Actuary for final determination. Each party shall submit to the Actuary its final proposed calculation of such Surplus or Deficit. The Actuary shall be instructed to deliver a determination of such reconciliation within thirty (30) days following such submission, which determination shall be final, binding and non-appealable.

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EXHIBIT 6

Guaranty Agreement

(Attached hereto and made a part hereof.)

GUARANTY AGREEMENT

     This Guaranty Agreement (this “Guaranty”) is hereby made and entered into this                      day of                     , 2007 (the “Effective Date”), by and between the persons identified as “Guarantors” on the signature pages to this Guaranty (collectively, the “Guarantors”, or individually, a “Guarantor”), and Leon Medical Centers Health Plans, Inc., a Florida corporation (the “Obligee”).

RECITALS

     A. Leon Medical Centers, Inc., a Florida corporation (“LMC”), and the Obligee have, concurrently with the execution and delivery of this Guaranty, entered into a certain Medical Services Agreement dated as of the Effective Date (the “Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Agreement.

     B. As a material inducement to the Obligee’s agreement to enter into and perform its obligations under the Agreement, the Guarantors have agreed, subject to the terms and conditions of this Guaranty, to guarantee the payment by LMC of any incidental, indirect, special, and consequential damages and damages for loss of profits, loss of revenue, loss of business or assets and diminution of value (collectively, “Special Damages”), in each case, to the extent suffered or incurred in connection with, arising out of or otherwise relating to a Special Damages Breach (as defined in Section 12 of the Agreement) resulting from certain breaches by LMC under the Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the preceding recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors and the Obligee agree as follows:

     1. Guaranty. Each of the Guarantors hereby severally guarantees to the Obligee, as and up to the amount set forth in Section 2(a) below and subject further to all of the conditions and limitations set forth in Section 2 below, the payment by LMC of any and all Special Damages, in each case, to the extent suffered or incurred in connection with, arising out of or otherwise relating to a Special Damages Breach, as reflected in a Final Determination (defined in Section 2(d)) with respect to such Special Damages.

     2. Limitations on Guaranty.

(a) Maximum Liability. In no event shall any single Guarantor’s aggregate liability under this Guaranty exceed the product of (i) One Hundred Million Dollars ($100,000,000) multiplied by (ii) such Guarantor’s “Individual Liability Percentage” designated on Schedule 1 attached hereto (a Guarantor’s “Guaranty Cap”); it being acknowledged and agreed that in no event shall the aggregate liability under this Guaranty of and as to all Guarantors exceed One Hundred

	Million Dollars ($100,000,000). With respect to each Special Damages Breach, the aggregate payment required to be made by any single Guarantor under this Guaranty, and the aggregate liability of such Guarantor hereunder, shall in no event exceed the difference of (A) such Guarantor’s Guaranty Cap minus (B) the aggregate amount of all payments previously made hereunder by or on behalf of such Guarantor.
(b)	Guaranty Termination Date. In no event will the Guarantors (or any of them) have any liability or obligation whatsoever under this Guaranty with respect to any Special Damages Breach that occurs on or after                      [fifth anniversary of the Effective Date] (the “Guaranty Termination Date”).
(c)	Sole and Exclusive Remedies. The rights and remedies of the Obligee under this Guaranty shall constitute the sole and exclusive rights and remedies of the Obligee against the Guarantors (or any of them) with respect to the Agreement, whether at law, in equity or otherwise. The Obligee hereby unconditionally releases and discharges each of the Guarantors, and hereby covenants not to directly or indirectly assert or advance any claim, suit, action or other proceeding (a “Claim”) against the Guarantors (or any of them), whether under a theory of piercing the corporate veil of LMC or any other legal or equitable principle, for any Special Damages or any other damages, liabilities, penalties, fines, costs, losses, interest, taxes, fees, expenses or other amounts, in each case, with respect to the Agreement, other than as specifically set forth in this Guaranty.
(d)	Final Determination. The Obligee acknowledges and agrees that the obligations of the Guarantors (or any of them) under this Guaranty are conditioned upon the Obligee’s (i) first obtaining, with respect to all Special Damages payable under Section 1 hereof, a final and non-appealable judgment or settlement against LMC ordering the payment by LMC of such Special Damages (in each case, a “Final Determination”), (ii) second, allowing LMC a period of sixty (60) days following such Final Determination (the “LMC Payment Period”) for payment of any unpaid Special Damages awarded or agreed upon in such Final Determination before requiring payment of, or otherwise directly or indirectly asserting or advancing, any Claim against the Guarantors (or any of them) with respect to any part of such Special Damages, and (iii) upon the expiration of the LMC Payment Period, providing each Guarantor with Notice of LMC’s failure to pay such Special Damages, together with a copy of all applicable documentation evidencing such Final Determination, and the portion of such Special Damages that is payable by such Guarantor, if any, in accordance with Section 2(a) (a “Guarantor Payment Notice”).

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(e) Survival; Procedure. The Obligee’s right to require payment or to assert or otherwise advance a Claim against the Guarantors (or any of them) under this Guaranty shall survive from and after the Effective Date until the end of the 180 day period immediately following the Guaranty Termination Date. No payment shall be required from the Guarantors (or any of them), and no Claim against the Guarantors (or any of them) shall be asserted or advanced under this Guaranty, and no Guarantor shall have any liability hereunder, unless the Obligee, at any time prior to the expiration of such 180 day period, gives the Guarantors a Claims Existence Notice with respect to such Claim as provided in Section 3 below. Upon the giving of a Claim Existence Notice to the Guarantors (or any of them) prior to the expiration of such 180 day period, the Guarantors’ obligations under this Guaranty, if any, with respect to any Special Damages Breach identified in such Claim Existence Notice shall survive the expiration of such 180 day period (regardless of when the Special Damages in respect thereof may actually be incurred) until such Claim is finally resolved. Payments of any Special Damages payable under this Guaranty, if any, shall be made not later than ten (10) days following receipt by the Guarantors of the Guarantor Payment Notice with respect thereto.

     3. Claim Existence Notice. In the event of a Special Damages Breach, the Obligee shall provide Notice (as defined and effective pursuant to Section 9 below) to each of the Guarantors as promptly as practicable, but in all events on or prior to the expiration of the 180 day survival period identified in Section 2(e) above, which Notice shall specify the provisions of the Agreement that are the subject of the applicable Special Damages Breach, provide reasonable detail regarding the facts, events or circumstances giving rise to such Special Damages Breach and, to the extent then known, a reasonably detailed statement of the amount of Special Damages that are the subject of such Special Damages Breach (a “Claim Existence Notice”).

     4. Surety and Other Miscellaneous Provisions.

(a)	Except as expressly set forth herein, each Guarantor hereby waives notice of any breach or default by LMC, and hereby further waives presentment, demand, notice of dishonor and protest with respect to any instrument now or hereafter evidencing any of the obligations of LMC under the Agreement giving rise to a Special Damages Breach (the “Special Damages Breach Obligations”).
(b)	Any act of Obligee consisting of a waiver of any of the terms, covenants or conditions of the Special Damages Breach Obligations, or the giving of any consent to any matter or thing relating to the Special Damages Breach Obligations, or the granting of any indulgences or extensions of time to LMC with respect thereto, may be done without notice to the Guarantors and without releasing the

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	obligations of the Guarantors hereunder after giving effect to any such waiver, consent, indulgence or extension.
(c)	The obligations of each Guarantor hereunder shall not be reduced, released or impaired by (a) Obligee’s receipt, application or release of any security at any time given for the payment, performance or observance of any of the Special Damages Breach Obligations, or (b) the release of, or the modification of the obligations of, or the receipt of any payments from any other Guarantor or any other surety or guarantor of any of the Special Damages Breach Obligations.
(d)	The liability of a Guarantor hereunder shall in no way be affected by (a) the release or discharge of LMC in any creditors’, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of LMC or the estate of LMC in bankruptcy, or of any remedy for the enforcement of any of the Special Damages Breach Obligations resulting from the operation of any present or future provision of the Federal bankruptcy law or any other statute or the decision of any court, (c) the rejection or disaffirmance of any instrument, document or agreement evidencing any of the Special Damages Breach Obligations in any such proceedings, (d) the assignment or transfer of any of the Special Damages Breach Obligations by Obligee, (e) the dissolution or any disability or other defense of LMC, or (f) the cessation from any cause whatsoever of the liability of LMC with respect to the Special Damages Breach Obligations.
(e)	This Guaranty shall be binding upon Guarantor and Guarantor’s heirs, representatives and assigns, and shall inure to the benefit of Obligee and its successors, successors-in-title and assigns.

     5. Governing Law; Venue; Waiver of Jury Trial. This Guaranty, and any dispute, controversy or claim arising out of or relating to this Guaranty or a breach thereof shall be governed by, and construed in accordance with the laws of the State of Florida. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any federal court located within Miami-Dade County in the State of Florida in connection with any matter based upon or arising out of this Guaranty or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to such jurisdiction and such process. The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise; provided, however, that no such waiver shall apply to any lawsuit or proceeding brought by the Obligee against the Guarantors (or any of them) in which the Obligee alleges fraudulent conduct by the Guarantors (or any of them) and/or their respective Affiliates, in which case, such lawsuit or proceeding shall be adjudicated with any and all applicable jury trial rights. The parties

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hereto agree that any of them may file a copy of this paragraph with any court of competent jurisdiction as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive trial by jury (except as hereinabove provided) and that any action or proceeding whatsoever between them relating to this Guaranty or the transactions contemplated hereby shall instead be tried in a court of competent jurisdiction by a judge sitting without a jury (except as hereinabove provided).

     6. Prevailing Party. In the event of a dispute between the parties hereto arising out of or in connection with this Guaranty, the substantially prevailing party in any Claim shall be entitled to all reasonable attorneys’ and paralegals’ fees and costs, at trial and at all appellate levels, incurred by or on behalf of such prevailing party.

     7. Assignment. No party may sell, assign, delegate, or otherwise transfer, whether directly, indirectly, by operation of law, by merger or otherwise, this Guaranty or its obligations or rights hereunder, without the prior written consent of all other parties. Any such purported sale, assignment, delegation or other transfer shall be void and of no force and effect. The foregoing shall not apply to a Sale of HealthSpring.

     8. Third-Party Beneficiaries. This Guaranty shall not be construed to create any third-party beneficiaries.

     9. Notice. All notices, demands, requests and other communications required or permitted hereunder (each, a “Notice”) shall be in writing, and shall be (i) personally delivered; (ii) sent by a nationally recognized overnight delivery service; (iii) facsimile machine, with electronic confirmation of successful transmission; or (iv) sent by certified or registered mail, return receipt requested. All Notices personally delivered shall be deemed effective when actually delivered as documented in a delivery receipt. All Notices sent by a nationally recognized overnight delivery service shall be deemed effective and received one (1) business day following delivery by the sender to such delivery service. All Notices sent by certified or registered mail, return receipt requested, shall be deemed effective and received five (5) days after having been deposited in the United States mail. All Notices sent by facsimile transmission with electronic confirmation of successful transmission shall be deemed effective and received at the time of transmission, provided, however, that the party giving such facsimile Notice sends a copy of such Notice to the other party using any of the other methods permitted hereunder. Any party may designate a change of address, or require that Notices be provided to additional persons, upon written Notice to and acknowledgement of receipt by the other party. All Notices shall be sent to the addressee at its address set forth following its name below:

If to the Guarantors:

c/o: Leon Medical Centers, Inc.
11501 SW 40^th Street
Miami, Florida 33165
Attention: Benjamin Leon, Jr.
Fax (305) 642-1658

With a copy to:

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Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscayne Boulevard, Suite 2500
Miami, FL 33131
Attention: Samuel C. Ullman
Fax (305) 351-2299

If to the Obligee:

c/o: HealthSpring, Inc.
9009 Carothers Parkway
Building B, Suite 501
Franklin, TN 37607
Attention: J. Gentry Barden
Fax (615) 401-4566

With copy to:

Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, TN 37238
Attention: J. James Jenkins, Jr.
Fax (615) 742-2736

     10. Headings. The headings of the sections contained in this Guaranty are for reference purposes only and shall not affect in any way the meaning or interpretation of this Guaranty.

     11. Severability. In the event any provision of this Guaranty is rendered invalid or unenforceable by any act of Congress or of the Florida Legislature or by any regulation promulgated by officials of the United States or the applicable Florida state agency, or declared null and void by any court of competent jurisdiction, the remainder of the provisions of this Guaranty shall remain in full force and effect and the voided provisions shall be reconstructed to give the maximum effect thereto to the extent permitted by such act or regulation or court order.

     12. Entire Agreement. This Guaranty and any amendments, exhibits, attachments, and schedules hereto as are now incorporated, or as may be added from time-to-time pursuant to the terms of this Guaranty, constitute the entire understanding and agreement of the parties hereto and supersede any prior written or oral agreement pertaining to the subject matter hereof.

     13. Amendment. No amendment, restatement or other modification to this Guaranty shall be effective unless in writing and executed by each and all of the parties hereto.

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     14. Counterparts. This Guaranty may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery by facsimile or e-mail transmission in PDF format to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence and to constitute good and effective delivery for all purposes. The individual signing on behalf of the named party personally warrants and represents that he or she is the duly authorized agent of that party with the authority to execute this Guaranty on behalf of such party.

(Signatures on following page)

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     IN WITNESS WHEREOF, the Guarantors have executed and delivered this Guaranty at Miami, Florida the day and year first above written.

GUARANTORS:

Name: Benjamin Leon, Jr,

Name: Silvia Leon

Name: Benjamin Leon, III

Name: Lourdes Leon

Name: Silvia Maury

Name: Albert R. Maury

Name: Stuart Eiseman

Name: Carlos Nuñez

OBLIGEE:

LEON MEDICAL CENTERS HEALTH PLANS, INC.

By:

Name:

Title:

Schedule 1
Individual Liability Percentage

Guarantor	Individual Liability Percentage
Benjamin Leon, Jr	58.253%
Silvia Leon	2.000%
Benjamin Leon, III	9.999%
Lourdes Leon	9.999%
Silvia Maury	9.999%
Albert R. Maury	6.000%
Stuart Eiseman	2.250%
Carlos Nuñez	1.500%
	100%

EX-10.3

EXECUTION COPY

EXHIBIT 10.3

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and the Persons listed on the signature page to this Agreement (collectively, the “Sellers” and each individually, a “Seller”). All capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company, the Sellers, Leon Medical Centers Health Plans, Inc., a Florida corporation, and NewQuest, LLC, , a Texas limited liability company, dated as of August 9, 2007.

RECITALS

     WHEREAS, the Company has issued to the Sellers the Shares pursuant to, and subject to the restrictions, conditions and terms set forth in, the Purchase Agreement and the Escrow Agreement; and

     WHEREAS, the Company and the Sellers have agreed to enter into this Agreement to provide for certain registration rights in favor of the Holders, subject to the terms and conditions hereinafter provided.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement and the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

     1. Registration Rights

     1.1 Certain Definitions. The following terms shall have the following respective meanings:

          “Automatic Shelf Registration Statement” an automatic shelf registration statement within the meaning of Rule 405 under the Securities Act.

          “Holder” shall mean each of the Sellers and any Person holding Registrable Securities to whom the rights under this Section 1 have been transferred in accordance with Section 1.7.

          “Holder Representative” shall mean Benjamin Leon, Jr. until the appointment of his successor by written notice executed by all of the Holders and delivered to the Company.

          “Prospectus” shall mean the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

          “Registrable Securities” means (i) each and all of the Shares, and (ii) any and all shares of HealthSpring Stock issued or distributed by HealthSpring on or after the Closing Date in respect of the Shares (including in connection with any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of HealthSpring Stock or other securities of HealthSpring or other similar corporate transaction or event affecting the HealthSpring Stock); provided, however, that Registrable Securities shall not include any Registrable Securities that (A) have been transferred to a Person that is

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not a Holder pursuant to the Registration Statement or other effective registration statement under the Securities Act or in compliance with Rule 144 or any other provision of the Securities Act, (B) have been tendered to HealthSpring by the Sellers in order to satisfy any amounts owed to a Buyer Party by Sellers pursuant to Section 11 (Indemnification) of the Purchase Agreement, or (C) have been forfeited by Sellers as a result of the Share Release Condition not having been satisfied on or prior to the Share Release Deadline (as the same may be extended as provided in the Purchase Agreement).

          “register,” “registered” and “registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and, if necessary, the declaration or ordering by the SEC of the effectiveness of such Registration Statement.

          “Registration Expenses” shall mean all expenses incurred by the Company in complying with Section 1.2 including, without limitation, all registration, qualification, listing and filing fees and expenses, transfer agent’s and registrar’s fees and expenses, cost of distributing Prospectuses as well as any amendments and supplements thereto, printing expenses, escrow fees, fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company, blue sky fees and expenses, fees and expenses of any special audits incident to or required by any such registration and all other costs and expenses of the Company incident to the preparation, printing and filing under the Securities Act of the Registration Statement and all amendments and supplements thereto.

          “Registration Statement” shall mean a registration statement of the Company on Form S-3 (or the applicable successor form then in effect), or such other form available to the Company, which covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

          “Rule 144” shall mean Rule 144 as promulgated by the SEC under the Securities Act, as such Rule may be amended from time to time, or any successor rule that may be promulgated by the SEC.

          “Selling Expenses” shall mean all fees and disbursements of counsel and other advisors retained by the Holders and all selling commissions and stock transfer taxes applicable to the sale of Registrable Securities by the Holders.

          “Trigger Date” shall mean ninety (90) days prior to the date the Share Release Condition is contemplated to be satisfied in accordance with the Purchase Agreement as reasonably determined and certified by the Holder Representative in good faith.

          “WKSI” means a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.

     1.2 Requested Registration.

          (a) Request for Re-sale Registration. If at any time on or after the Trigger Date, the Company shall receive from the Holder Representative a written request (the “Demand Notice”) that the Company file a Registration Statement for a public re-sale of Registrable Securities (which will not be an underwritten offering), the Company will (subject to Section 1.8), in accordance with the registration procedures set forth in Section 1.4:

               (i) promptly give written notice of the proposed registration to all other Holders;

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               (ii) if the Company is then a WKSI, as promptly as practicable, but in any event no later than the date the Share Release Condition is satisfied (the “Effectiveness Deadline”)), file and cause to be immediately effective a Registration Statement, which Registration Statement shall be an Automatic Shelf Registration Statement, which shall provide for the registration, sale and distribution of all Registrable Securities by the Holders as the selling securityholders thereunder in the manner of distribution reasonably specified in the Demand Notice (which will not be an underwritten offering);

               (iii) if the Company is not then a WKSI, as promptly as practicable but in all events within ten (10) business days (to the extent the Company is then Form S-3 eligible) or within sixty (60) days (to the extent the Company is not then Form S-3 eligible) following delivery of the Demand Notice, file a Registration Statement which shall provide for the registration, sale and distribution of all Registrable Securities by the Holders as the selling securityholders thereunder in the manner of distribution reasonably specified in the Demand Notice (which will not be an underwritten offering), and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective on the Effectiveness Deadline or, if after the exercise of such efforts the Registration Statement is not declared effective on the Effectiveness Deadline, use commercially reasonable best efforts to cause such Registration Statement to be declared effective in all events within thirty (30) days thereafter.

     Notwithstanding the foregoing, the Company shall not be obligated to take any action to file if then a WKSI, or to cause to become effective otherwise, any such registration pursuant to this Section 1.2 if the Company shall furnish to the Holder Representative a certificate, signed by an executive officer of the Company, stating that in the good faith judgment of the Company’s Board of Directors it would be seriously detrimental to the Company or its stockholders for a Registration Statement to be filed in the near future, then the Company’s obligation to register under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the written request from the Holder Representative.

          (b) The Company shall only be obligated to file one Registration Statement under this Agreement.

          (c) The Company may suspend the availability to the Holders of the Registration Statement and the underlying Prospectus if (i) an event occurs and is continuing as a result of which such Prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and (ii) if the Board of Directors of the Company determines in good faith that the disclosure of such event at such time would be impracticable (given the nature of the event) or otherwise seriously detrimental to the Company or its stockholders; provided, however, that upon the occurrence of any event described in clauses (i) and (ii) of this Section 1.2(c) (a “Suspension Event”), the Company shall (A) provide to the Holders a certificate, signed by an executive officer of the Company, to the effect that a Suspension Event has occurred, and (B) give written and telephonic notice to the Holder Representative that the availability of the Registration Statement and the underlying Prospectus is suspended and, upon actual receipt by the Holder Representative of such notice, each Holder agrees not to offer or sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of a supplemented or amended Prospectus correcting the applicable misstatement or omission with respect to such Suspension Event. The period(s) during which the availability of the Registration Statement and any Prospectus may be suspended as hereinabove provided (the “Suspension Period”) shall in no event exceed an aggregate of 60 days in any 90-day period or an aggregate of 120 days in any 360-day period. The Company shall not be required to specify in the certificate and notice to the Holders the nature of the event giving rise to the Suspension Period.

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     1.3 Expenses of Registration. All Registration Expenses incurred in connection with the registration pursuant to Section 1.2 shall be borne by the Company and all Selling Expenses relating to such registration shall be borne by the Holders pro rata on the basis of the number of Registrable Securities so registered.

     1.4 Registration Procedures. In the case of the registration effected by the Company pursuant to this Section 1, the Company will keep each Holder advised in writing as to the initiation of such registration and as to the completion and effectiveness thereof. At its expense, the Company will:

          (a) Prepare and file with the SEC the Registration Statement with respect to all Registrable Securities and, if required, use commercially reasonable best efforts to cause such Registration Statement to become effective, in each case, in accordance with the provisions of Section 1.2(a), and, subject to Section 1.2(c), keep such Registration Statement continuously effective with respect to each Holder until the earlier of (i) the completion of the distribution described in the Registration Statement or (ii) the date such Holder’s Registrable Securities may be sold in accordance with Rule 144 in any 90 day period; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Company will furnish to the Holder Representative copies of all such documents proposed to be filed, the of portion which documents that relate to information with respect to the Holders will be subject to the review and reasonable comment of the Holders and their counsel;

          (b) Prepare and, subject to Section 1.2(c), file with the SEC such amendments and supplements to such Registration Statement (including the Prospectus used in connection with such Registration Statement) as may be necessary to keep such Registration Statement continuously effective for the period specified in Section 1.4(a) and to comply with the provisions of the Securities Act with respect to the Holders’ intended method of disposition of all securities covered by such Registration Statement as set forth in such Registration Statement;

          (c) Furnish to the Holders, as expeditiously as practicable, such numbers of copies of the Registration Statement, including the Prospectus, and each amendment and supplement thereto, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

          (d) Use its commercially reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

          (e) Subject to Section 1.2(c), notify each Holder covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, subject to any Suspension Period, as promptly as practicable, (i) prepare and file with the SEC such amendments and supplements to such Registration Statement (including the Prospectus used in connection with such Registration Statement), and (ii) furnish to all Holders a reasonable number of copies of such supplement or amendment of such Prospectus as shall be necessary

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so that as thereafter delivered to the purchasers of Registrable Securities, such Prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not in the light of the circumstances then existing.

          (f) Cause all such Registrable Securities to be listed or quoted, prior to the effectiveness of the Registration Statement, on each securities exchange, automated quotation system or other quotation system on which similar securities issued by the issuer of the Registrable Securities are then listed or quoted, and use commercially reasonable best efforts to cause such listing or quotation to be continuously maintained.

          (g) In the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, (i) immediately notify the Holders of such order or the initiation of any Actions by any Person for that purpose, and (ii) use its commercially reasonable best efforts to promptly obtain the withdrawal of such order and the favorable disposition of any such Actions at the earliest possible moment.

          (h) On the effectiveness of the Registration Statement, (i) cause all legends to be removed from all certificates representing any Registrable Securities (including causing to be provided any written authorizations and any other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal) and (ii) otherwise fully cooperate with the participating Holders to facilitate the timely preparation and delivery of new certificates (not bearing any restrictive legends) representing any Registrable Securities to be sold under such registration, and enable such Registrable Securities to be in such denominations and registered in such names as the participating Holders may request.

          (i) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, in each case not later than the effective date of such registration.

          (j) Comply in all material respects with all applicable securities Laws (including all applicable rules and regulations of the SEC).

     1.5 Indemnification.

          (a) To the extent permitted by law, the Company will hold harmless and indemnify each Holder with respect to which registration has been effected pursuant to this Section 1 against all costs, expenses, claims, losses, damages or liabilities (or Actions in respect thereof), including any of the foregoing incurred in settlement of any Action, commenced or threatened, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, offering circular or other document (including any report or other document incorporated therein as a part thereof), or any amendment or supplement thereto, incident or related to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder (and each Person controlling such Holder, as applicable (without duplication

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of recovery)), as incurred, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or Action, provided that the indemnity agreement contained in this Section 1.5(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or Action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to any such Holder in any such case to the extent that any such claim, loss, damage, liability or Action arises out of or is based on (A) any untrue statement or omission (or alleged untrue statement or omission) of a material fact made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use in the Registration Statement or Prospectus and contained therein or (B) use or delivery by such Holder of a Prospectus other than the most current Prospectus made available to such Holder by the Company.

          (b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, hold harmless and indemnify the Company, and each of its directors and officers, against all costs, expenses, claims, losses, damages and liabilities (or Actions in respect thereof), including any of the foregoing incurred in settlement of any Action, commenced or threatened, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement (including the underlying Prospectus), or any amendment or supplement thereto, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf such Holder and stated to be specifically for use in the Registration Statement or Prospectus and contained therein, and will reimburse the Company, and each of its directors and officers, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or any such claim, loss, damage, liability or Action, provided that the indemnity agreement contained in this Section 1.5(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or Action if such settlement is effected without the consent of the Holder Representative (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall any indemnification obligation of a Holder under this Section 1.6(b) exceed the net proceeds from such Holder’s sale of the Registrable Securities giving rise to such obligation, except in the case of willful misrepresentation by such Holder.

          (c) Each party entitled to indemnification under this Section 1.5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any Action resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or Action, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld, conditioned or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided however, that the Indemnified Party shall have the right to retain its own counsel, with reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would not be appropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 1.5 to the extent (but only to the extent) that the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such Action. No Indemnifying Party, in the defense of any such claim or Action, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term

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thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability or obligation of any kind whatsoever in respect to such claim or Action.

          (d) If the indemnification provided for in this Section 1.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any cost, loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such cost, loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such cost, loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a Holder under this Section 1.5(d) exceed the net proceeds from such Holder’s sale of the Registrable Securities, except in the case of willful fraud by such Holder. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          (e) The obligations of the Company and Holders under this Section 1.5 shall survive the completion of any offering of Registrable Securities pursuant to the Registration Statement under this Section 1, and otherwise.

     1.6 Information by Holder. The Holders of Registrable Securities included in the registration shall furnish to the Company such information and affidavits regarding such Holders, the Registrable Securities held by them and the distribution proposed by such Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 1.

     1.7 Transfer of Registration Rights. Except as provided in the immediately following sentence, the rights to cause the Company to register securities granted to the Holders under this Section 1 may be not transferred or otherwise assigned by the Holders without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to cause the Company to register securities granted to the Holders under Section 1 may be transferred or otherwise assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities as permitted under the Escrow Agreement (whether before or after release from the Escrow Account) by the Holder; provided that (i) the transferor provides the Company with prior written notice of the proposed transfer, and (ii) the transferee agrees in writing to be bound by the provisions of this Agreement by executing a counterpart signature page to this Agreement, whereupon, such transferee shall be deemed to constitute a Holder for all purposes hereunder.

     1.8 Sales Under Rule 144. The Company shall have no obligation to effectuate the registration required by this Section 1 with respect to any individual Holder if, and only to the extent that, all Registrable Securities owned by such Holder are then eligible to be sold to the public in any 90 day period pursuant to Rule 144; provided, however, that, in such event the Company shall (i) deliver a notice to the Holder Representative referencing its denial to effectuate a registration with respect to such Holder pursuant to this Section 1.8; (ii) to the extent the Registrable Securities are then eligible for resale pursuant to section (k) of Rule 144, upon request from or on behalf of such Holder cause all legends to be removed from all certificates representing any Registrable Securities owned by such Holder (including, at its sole cost and expense, causing to be provided any required legal authorizations and other required

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documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and (iii) upon notice from or on behalf of such Holder of such Holder’s intent to transfer any such Registrable Securities, provide all reasonable cooperation with such Holder to facilitate the timely preparation and delivery of new certificates (not bearing any restrictive legends) representing any Registrable Securities to be sold by such Holder (including, at its sole cost and expense, causing to be provided, subject to its receipt of customary representations letters and the filing by Holder of a Form 144 if applicable) any required legal authorizations and other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and enable such Registrable Securities to be in such denominations and registered in such names as such Holder may request.

     1.9 Reports Under Securities Exchange Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its commercially reasonable best efforts, from and during the effectiveness of the Registration Statement until the Registrable Shares may be sold pursuant to Rule 144(k), to:

          (a) make and keep public information available at all times, as those terms are understood and defined in Rule 144;

          (b) file with the SEC in a timely manner all reports and other documents required to be filed by the Company under the Securities Exchange Act; and

          (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Securities Exchange Act, and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company.

     2. General Provisions

     2.1 Specific Enforcement. The parties expressly agree that the parties may be irreparably damaged if this Agreement is not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or conditions of this Agreement by a party, the other party shall, in addition to all other remedies, be entitled to apply for a temporary or permanent injunction, and/or a decree for specific performance, in accordance with the provisions hereof.

     2.2 Amendments and Waivers. Except as otherwise provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder Representative. Each Holder hereby expressly acknowledges and agrees that any amendment or waiver effected in accordance with this Section shall be binding upon such Holder, regardless of his or her actual consent at the time of such amendment or waiver.

     2.3 Expenses. If any action at law or in equity is commenced to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and disbursements (before and at trial and at all appellate levels) in addition to any other remedy or relief to which such party may be entitled.

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     2.4 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including permitted transferees of any Registrable Securities). This Agreement and the rights and obligations of the parties hereunder may not be assigned by the Company without the prior written consent of the Holder Representative or by any of the Holders except as provided in Section 1.7, and any purported assignment in violation of this Section 2.4 shall be void and of no force or effect. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     2.5 Notices. Any notice, consent, demand or other communication required or permitted hereunder must be in writing to be effective and shall be deemed delivered and received (i) upon delivery if personally delivered, including by a nationally recognized overnight delivery service such as FedEx, or (ii) if delivered by mail or facsimile transmission (with confirmation via mail), when received, each addressed or sent by facsimile transmission as follows (or to such other address as any party shall specify by written notice so given):

If to the Company:
HealthSpring, Inc.
9009 Carothers Parkway
Building B, Suite 501
Franklin, TN 37607
Attention:	J. Gentry Barden
	Senior Vice President, Corporate General Counsel and Secretary
	Fax (615) 401-4566
with a copy (which shall not constitute notice) to:
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, TN 37238
Attention:	J. James Jenkins, Jr.
	Fax (615) 742-2736
If to Sellers or any Holder (including the Holder Representative):
Attention: Benjamin Leon, Jr.
Leon Medical Centers, Inc.
11501 SW 40th Street
Miami, Florida 33165
Fax (305) 642-1658
with a copy (which shall not constitute notice) to:
Bilzin Sumberg Baena Price & Axelrod LLP
200 S. Biscayne Boulevard, Suite 2500
Miami, Florida 33131
Attention:	Samuel C. Ullman
	Fax (305) 351-2299

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     2.6 Governing Law. This Agreement, and any dispute, controversy or claim arising out of or relating to this Agreement or a breach thereof shall be governed by, and construed in accordance with the laws of the State of Delaware (except as provided in the immediately following sentence).

     2.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements of the parties with respect to the subject matter hereof.

     2.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement shall become effective when one or more counterparts hereof have been executed by each of the Parties hereto and delivered to the other Parties hereto, it being understood that all Parties need not sign the same counterpart. Delivery by facsimile or e-mail transmission in PDF format to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence and to constitute good and effective delivery for all purposes.

     2.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be limited to the extent necessary to be enforceable and the balance of the Agreement shall be interpreted as if such provision were so limited and shall be enforceable in accordance with its terms.

     2.10 Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement. For all purposes of this Agreement, the term “business day” shall mean a day other than Saturday, Sunday or any day on which banks located in the State of Florida are authorized or obligated to close. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Words such as “herein,” “hereinafter,” “hereof,” “hereby” and “hereunder” and the words of like import refer to this Agreement, unless the context requires otherwise.

[Remainder of page intentionally left blank.]

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EXECUTION COPY

     IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the day and year first above written.

HEALTHSPRING, INC.
By:	/s/ Kevin M. McNamara
Name:	Kevin M. McNamara
Title:	Executive Vice President, Chief Financial Officer, and Treasurer
SELLERS:
/s/ Benjamin Leon, Jr.
Name: Benjamin Leon, Jr,
/s/ Silvia Leon
Name: Silvia Leon
/s/ Benjamin Leon, III
Name: Benjamin Leon, III
/s/ Lourdes Leon
Name: Lourdes Leon
/s/ Silvia Maury
Name: Silvia Maury
/s/ Albert R. Maury
Name: Albert R. Maury
/s/ Stuart Eiseman
Name: Stuart Eiseman
/s/ Carlos Nuñez
Name: Carlos Nuñez