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: March 23, 2015

(Date of earliest event reported)

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

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

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

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

¨ 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.

Contribution and Purchase Agreement

On March 23, 2015, Tenet Healthcare Corporation, a Nevada corporation (“Tenet”), entered into a Contribution and Purchase Agreement (the “Contribution and Purchase Agreement”) with USPI Group Holdings, Inc., a Delaware corporation (“USPI Holdings”), Ulysses JV Holding I LLC, a Delaware limited liability corporation (“Ulysses Holding I”), Ulysses JV Holding II LLC, a Delaware limited liability corporation (“Ulysses Holding II”, and together with Ulysses Holding I, the “USPI LLCs”), and BB Blue Holdings, Inc., a Delaware corporation (“NewCo”). USPI Holdings and its subsidiaries are engaged in the business of owning and managing ambulatory surgery centers, surgical hospitals and related businesses.

Pursuant to the terms of the Contribution and Purchase Agreement, at the closing, the USPI LLCs will collectively sell and contribute 100% of the equity interests of USPI Holdings to NewCo in exchange for certain shares of common stock of NewCo (the “USPI Contribution”) and Tenet will sell and contribute certain of the equity interests and other assets which comprise Tenet’s ambulatory surgery center and imaging center businesses to NewCo (the “Tenet Contribution” and together with the USPI Contribution, the “Contributions”). Tenet will also purchase, for an estimated amount of $425 million, subject to customary purchase price adjustments, including adjustments for post-signing acquisitions and related transactions, certain shares of NewCo (the “Purchase” and together with the Contributions, the “Contribution and Purchase Transactions”) from the USPI LLCs such that, after giving effect to the Contribution and Purchase Transactions, Tenet will own 50.1% and the USPI LLCs will, in the aggregate, own 49.9% of the fully diluted equity interests of NewCo. The amount of the cash consideration is based upon the respective valuations of USPI Holdings and Tenet’s businesses, with the USPI Contribution being valued at 12.5x 2014 pro forma EBITDA less net debt and the Tenet Contribution being valued at 11.0x 2014 pro forma EBITDA less net debt, in each case, subject to certain adjustments. After the consummation of the Contribution and Purchase Transactions, Tenet expects to consolidate the financial results of NewCo with its financial results.

In connection with the Contribution and Purchase Agreement, Tenet, the USPI LLCs and NewCo will enter into a stockholders agreement (the “Stockholders Agreement”) pursuant to which Tenet and the USPI LLCs will agree to certain rights and obligations with respect to the governance of NewCo. The Stockholders Agreement contains put and call options with respect to the equity interests in NewCo held by the USPI LLCs. Each year, for a period of four years starting in 2016, the USPI LLCs must put to Tenet at least 12.5%, and may put up to 25%, of the NewCo shares held by them as of the closing of the Contribution and Purchase Agreement. In each year that the USPI LLCs are to deliver a put and do not put the full 25% of NewCo shares allowable, Tenet may call the difference between the number of NewCo shares the USPI LLCs put and the maximum number of NewCo shares the USPI LLCs could have put that year. In addition, the Stockholders Agreement contains certain other call options pursuant to which Tenet will have the ability to acquire up to 100% of the voting common stock of NewCo by 2020. The pricing of the puts and calls ranges from 9.5x-10.5x forward EBITDA less non-controlling interests and net indebtedness (depending upon which party is exercising the option and at what time). In the event of a put by the USPI LLCs, Tenet will have the ability to choose whether to settle the purchase price in cash or shares of Tenet common stock, and in the event of a call by Tenet, the USPI LLCs will have the ability to choose whether to settle the purchase price in cash or shares of Tenet common stock.

The Stockholders Agreement further provides for certain intercompany loans to be granted by Tenet to NewCo (the “Intercompany Loans”) in order to provide NewCo with the capital required to support operations and to fund certain approved acquisitions. The Intercompany Loans will also be used

to refinance the existing debt of USPI Holdings and its subsidiaries. These Intercompany Loans will be documented by promissory notes and all obligations under the Intercompany Loans will accrue interest at specified rates and maturity periods.

Consummation of the Contribution and Purchase Transactions is subject to certain conditions, including without limitation (i) the completion of an internal reorganization of USPI Holdings, as a result of which, all issued and outstanding equity interests of USPI Holdings will be held by the USPI LLCs, (ii) the completion of an internal reorganization of certain subsidiaries of Tenet, as a result of which all of Tenet’s equity interests in its ambulatory surgery centers and imaging centers will be held by certain Tenet subsidiaries, and (iii) certain customary conditions, including, without limitation (A) receipt of the applicable stockholder approval, which approval was obtained by written consent on March 23, 2015, following execution and delivery of the Contribution and Purchase Agreement,(B) the expiration or early termination of the waiting period applicable to the consummation of the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (C) the receipt of certain third-party consents.

The Contribution and Purchase Agreement includes customary representations, warranties, covenants and termination provisions for each of Tenet, USPI Holdings, the USPI LLCs and NewCo. Among other things, USPI Holdings has agreed to conduct its business, and Tenet has agreed to cause its ambulatory surgery center and imaging center businesses to be conducted in the ordinary course of business consistent with past practice in all material respects until the Contribution and Purchase Transactions are consummated.

Tenet has obtained debt financing commitments for the transaction contemplated by the Contribution and Purchase Agreement, the proceeds of which will be used by Tenet to pay the cash consideration in respect of the Purchase, for the refinancing of indebtedness of USPI Holdings contemplated by the Contribution and Purchase Agreement, and all related fees and expenses. Barclays Bank PLC (the “Lender”) has committed to provide a $1.5 billion senior unsecured bridge credit facility and a $500 million senior secured bridge credit facility, on the terms and subject to the conditions set forth in a debt commitment letter dated March 23, 2015 (the “Debt Commitment Letter”). The Contribution and Purchase Agreement contemplates that Tenet may issue notes in lieu of a portion or all of the drawings under these bridge facilities. The obligation of the Lender to provide debt financing under the Debt Commitment Letter is subject to certain customary conditions.

The foregoing description of the Contribution and Purchase Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by, the full text of the Contribution and Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Contribution and Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Tenet, NewCo, USPI Holdings or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Contribution and Purchase Agreement (a) were made by the parties thereto only for purposes of that agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Contribution and Purchase Agreement; (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Contribution and Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (d) may have been made for the purposes of allocating contractual risk between the parties to the Contribution and Purchase Agreement instead of establishing these matters as facts; and (e) may be subject to standards of materiality applicable to the contracting parties that differ

from those applicable to investors. Accordingly, the Contribution and Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Contribution and Purchase Agreement, and not to provide investors with any other factual information regarding Tenet, NewCo or USPI Holdings or their respective businesses, subsidiaries or affiliates. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Tenet, NewCo, USPI Holdings or any of their respective businesses, subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Contribution and Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Contribution and Purchase Agreement, which subsequent information may or may not be fully reflected in Tenet’s or an affiliate of USPI Holdings’s public disclosures. The Contribution and Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Tenet and USPI Holdings that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that are filed with the Securities and Exchange Commission.

Interim Loan Agreement

On March 23, 2015, Tenet entered into a new Interim Loan Agreement (the “Interim Loan Agreement”), among Tenet, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent (the “Administrative Agent”). The Interim Loan Agreement provides for a 364-day secured term loan facility in the aggregate principal amount of $400,000,000. After giving effect to the borrowing under the Interim Loan Agreement proposed to be made on March 25, 2015, Tenet will have $400,000,000 aggregate principal amount of term loans outstanding under the Interim Loan Agreement. The proceeds of the loans to be made on March 25, 2015 under the Interim Loan Agreement will be used by Tenet (i) to repay Tenet’s outstanding obligations under its Amended and Restated Credit Agreement, dated as of October 19, 2010, among Tenet, the lenders and issuers party thereto and Citicorp USA, Inc., as administrative agent and (ii) to pay certain costs, fees and expenses incurred in connection with entering into the Interim Loan Agreement.

Amounts that are borrowed under the Interim Loan Agreement that are repaid or prepaid may not be reborrowed. The maturity date of all outstanding loans made under the Interim Loan Agreement is March 23, 2016. The loans and other obligations under the Interim Loan Agreement will be guaranteed by, and secured by a junior pledge of the capital stock and other ownership interests of, certain of Tenet’s domestic hospital subsidiaries on a junior lien basis with Tenet’s existing senior secured notes pursuant to a separate Guaranty, dated as of March 23, 2015, among the guarantors party thereto in favor of the Administrative Agent.

Certain of the lenders party to the Interim Loan Agreement and the Administrative Agent, as well as certain of their affiliates, have performed, and may in the future perform, for Tenet and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received and may in the future receive customary fees and expenses.

The foregoing is a summary and is qualified by reference to the Interim Loan Agreement and the Guaranty, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are 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 above in Item 1.01 is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On March 23, 2015, Tenet issued a press release announcing the execution of the Contribution and Purchase Agreement, and the Aspen Agreement (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, on March 23, 2015, Tenet disseminated an investor presentation to be used in connection with a conference call to be held with investors discussing the proposed transactions as well as certain supplemental slides in connection with the financing of the proposed transactions. A copy of the investor presentation is attached hereto as Exhibit 99.2 and the supplemental slides are attached hereto as Exhibit 99.3, and each is incorporated herein by reference.

Item 8.01 Other Events

On March 23, 2015, Tenet HealthSystem Medical, Inc., a Delaware corporation and subsidiary of Tenet (“Tenet HealthSystem”) entered into a Share Purchase Agreement (the “Aspen Agreement”) with WCAS X Aspen UK LP and the other seller parties thereto. Pursuant to the Aspen Agreement, Tenet HealthSystem, upon the terms and conditions, set forth in the Aspen Agreement, has agreed to acquire 100% of the issued A shares, B1 shares and B2 shares of the aggregate nominal value £39,609,571 in the capital of European Surgical Partners Ltd (“Aspen”), a company limited by shares incorporated in England and Wales (the “Aspen Share Purchase”). Aspen is engaged in the business of operating private acute healthcare services in the United Kingdom, including, without limitation hospitals and related assets that involve the operation of the Cancer Centre London, the Edinburgh Clinic, Parkside Hospital, Holly House Hospital, the Chelmsford Hospital, Claremont Hospital, Midland Eye-Clinic, Highgate Private Clinic and the Private Patients Area within the Bexley Wing of St. James University Hospital, Leeds. The closing of the Aspen Share Purchase is subject to certain conditions, including the closing of the transactions contemplated by the Contribution and Purchase Agreement.

Forward-Looking Statements

Certain statements in this document are “forward-looking statements” under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on current expectations. However, actual results may differ materially from expectations due to the risks, uncertainties and other factors that affect Tenet’s business as well as the businesses of the counterparties to the agreements described in this Current Report on Form 8-K. These factors include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the Contribution and Purchase Agreement and/or the Aspen Agreement; the failure to satisfy conditions to completion of the transactions contemplated by such agreements, including receipt of regulatory approvals; changes in the business or operating prospects of Tenet, USPI Holdings and Aspen; changes in health care and other laws and regulations; economic conditions; adverse litigation or regulatory developments; and competition. We and United Surgical Partners International, Inc., a Delaware corporation (an affiliate of USPI Holdings) provide additional information about these and other factors in the reports filed with the Securities and Exchange Commission, including, but not limited to, those described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the annual reports on Form 10-K for the year ended December 31, 2014. We disclaim any obligation to update any forward-looking statement in this document, whether as a result of changes in underlying factors, new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as a part of this Report.

Exhibit No.	Description
2.1	Contribution and Purchase Agreement, dated March 23, 2015, by and among, Tenet Healthcare Corporation, USPI Group Holdings, Inc., Ulysses JV Holding I LLC, Ulysses JV Holding II LLC and BB Blue Holdings, Inc.
10.1	Interim Loan Agreement, dated March 23, 2015, among Tenet, certain financial institutions party thereto from time to time as lenders, Barclays Bank PLC, as administrative agent, and sole lead arranger and sole bookrunning manager.
10.2	Guaranty, dated as of March 23, 2015, among Barclays Bank PLC, as administrative agent, and the guarantors party thereto.
99.1	Press Release of Tenet Healthcare Corporation, dated March 23, 2015.
99.2	Investor Presentation Slides.
99.3	Supplemental Presentation.

SIGNATURE

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.

	TENET HEALTHCARE CORPORATION
Date: March 23, 2015
	By:	/s/ Paul A. Castanon
		Paul A. Castanon
		Vice President, Deputy General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Contribution and Purchase Agreement, dated March 23, 2015, by and among, Tenet Healthcare Corporation, USPI Group Holdings, Inc., Ulysses JV Holding I LLC, Ulysses JV Holding II LLC and BB Blue Holdings, Inc.
10.1	Interim Loan Agreement, dated March 23, 2015, among Tenet, certain financial institutions party thereto from time to time as lenders, Barclays Bank PLC, as administrative agent, and sole lead arranger and sole bookrunning manager.
10.2	Guaranty, dated as of March 23, 2015, among Barclays Bank PLC, as administrative agent, and the guarantors party thereto.
99.1	Press Release of Tenet Healthcare Corporation, dated March 23, 2015.
99.2	Investor Presentation Slides.
99.3	Supplemental Presentation.

EX-2.1

Exhibit 2.1

EXECUTION VERSION

CONTRIBUTION AND PURCHASE AGREEMENT

by and among

TENET HEALTHCARE CORPORATION,

USPI GROUP HOLDINGS, INC.,

ULYSSES JV HOLDING I LLC,

ULYSSES JV HOLDING II LLC

and

BB BLUE HOLDINGS, INC.

Dated as of March 23, 2015

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			3
Section 1.1	Certain Defined Terms		3
Section 1.2	Table of Definitions		13
ARTICLE II THE PRE-CLOSING AND CLOSING TRANSACTIONS			15
Section 2.1	Ulysses Reorganization		15
Section 2.2	Tenet Reorganization		15
Section 2.3	Closing Transactions		16
Section 2.4	Closing; Effective Time		17
ARTICLE III CLOSING PAYMENTS AND ADJUSTMENTS			17
Section 3.1	Closing Payments		17
Section 3.2	Estimated Closing Adjustment		18
Section 3.3	Ulysses Closing Balance Sheet True-Up Adjustment		20
Section 3.4	Tenet Closing Balance Sheet True-Up Adjustment		21
Section 3.5	True-Up Payment		22
Section 3.6	Acquisition Adjustment		23
Section 3.7	Withholding Rights		23
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ULYSSES HOLDINGS AND THE ULYSSES LLCS			24
Section 4.1	Organization and Qualification		24
Section 4.2	Authority		24
Section 4.3	No Conflict; Required Filings and Consents		25
Section 4.4	Capitalization		26
Section 4.5	Financial Statements; No Undisclosed Liabilities		27
Section 4.6	Absence of Certain Changes or Events		28
Section 4.7	Compliance with Law; Permits		28
Section 4.8	Litigation		29
Section 4.9	Employee Benefit Plans		30
Section 4.10	Labor and Employment Matters		32
Section 4.11	Title to, Sufficiency and Condition of Assets		33
Section 4.12	Real Property		33
Section 4.13	Taxes		33
Section 4.14	Intellectual Property		35
Section 4.15	Environmental Matters		35
Section 4.16	Ulysses Material Contracts		37
Section 4.17	Affiliate Interests and Transactions		38
Section 4.18	Regulatory Matters		39

i

TABLE OF CONTENTS

(Continued)

		Page
Section 4.19	Brokers		41
Section 4.20	Ulysses Reorganization		41
Section 4.21	Ulysses SEC Filings		41
ARTICLE V REPRESENTATIONS AND WARRANTIES OF TENET			42
Section 5.1	Organization and Qualification		42
Section 5.2	Authority		42
Section 5.3	No Conflict; Required Filings and Consents		43
Section 5.4	Equity Interests		44
Section 5.5	Financial Statements; No Undisclosed Liabilities		45
Section 5.6	Absence of Certain Changes or Events		45
Section 5.7	Compliance with Law; Permits		45
Section 5.8	Litigation		46
Section 5.9	Employee Benefit Plans		47
Section 5.10	Labor and Employment Matters		49
Section 5.11	Title to, Sufficiency and Condition of Assets		49
Section 5.12	Real Property		50
Section 5.13	Taxes		50
Section 5.14	Intellectual Property		52
Section 5.15	Environmental Matters		52
Section 5.16	Tenet Material Contracts		53
Section 5.17	Affiliate Interests and Transactions		54
Section 5.18	Regulatory Matters		54
Section 5.19	Brokers		57
Section 5.20	Tenet Reorganization		57
Section 5.21	Financial Capability		57
Section 5.22	Contributed Liabilities		57
Section 5.23	NewCo		57
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF NEWCO			57
Section 6.1	Organization		57
Section 6.2	Authority		57
Section 6.3	No Conflict; Required Filings and Consents		58
Section 6.4	Brokers		58
ARTICLE VII COVENANTS			58
Section 7.1	Conduct of Business Prior to the Contribution Closing		58
Section 7.2	Ulysses Holdings Forbearances		59
Section 7.3	Tenet Forbearances		61

ii

TABLE OF CONTENTS

(Continued)

		Page
Section 7.4	Control of Other Party’s Business		64
Section 7.5	Exclusivity		64
Section 7.6	Notification of Certain Matters; Supplements to Disclosure Schedules		65
Section 7.7	Access to Information; Confidentiality		66
Section 7.8	Consents and Filings		66
Section 7.9	Termination of Related Party Agreements		68
Section 7.10	Ulysses Stockholder Approval		68
Section 7.11	Public Announcements		68
Section 7.12	Management Incentive Plan and Employee Waivers		68
Section 7.13	Further Assurances		69
Section 7.14	Financing Cooperation		69
Section 7.15	Tax Matters		71
Section 7.16	Guarantee of Obligations		71
Section 7.17	Release		72
Section 7.18	Cash on Hand		73
Section 7.19	Parachute Payments		73
ARTICLE VIII CONDITIONS TO CLOSING			73
Section 8.1	General Conditions		73
Section 8.2	Conditions to Obligations of Ulysses Holdings		74
Section 8.3	Conditions to Obligations of Tenet		74
ARTICLE IX TERMINATION			76
Section 9.1	Termination		76
Section 9.2	Effect of Termination		76
ARTICLE X GENERAL PROVISIONS			77
Section 10.1	Fees and Expenses		77
Section 10.2	Amendment and Modification		77
Section 10.3	No Survival, Etc.		77
Section 10.4	Waiver		77
Section 10.5	Notices		77
Section 10.6	Interpretation		79
Section 10.7	Entire Agreement		79
Section 10.8	No Third-Party Beneficiaries		79
Section 10.9	Governing Law		79
Section 10.10	Submission to Jurisdiction		79
Section 10.11	Assignment; Successors		80

iii

TABLE OF CONTENTS

(Continued)

		Page
Section 10.12	Enforcement		80
Section 10.13	Currency		81
Section 10.14	Severability		81
Section 10.15	Waiver of Jury Trial		81
Section 10.16	Counterparts		81
Section 10.17	Facsimile or .pdf Signature		81
Section 10.18	No Presumption Against Drafting Party		81

Exhibit A	Form of Ulysses Stockholder Consent
Exhibit B	Acquisition Pipeline
Exhibit C	Form of Escrow Agreement
Exhibit D	Form of NewCo Stockholders Agreement

iv

CONTRIBUTION AND PURCHASE AGREEMENT

This CONTRIBUTION AND PURCHASE AGREEMENT, dated as of March 23, 2015 (this “Agreement”), is entered into by and among Tenet Healthcare Corporation, a Nevada corporation (“Tenet”), USPI Group Holdings, Inc., a Delaware corporation (“Ulysses Holdings”), Ulysses JV Holding I LLC, a Delaware limited liability company (“Ulysses Holding I”), Ulysses JV Holding II LLC, a Delaware limited liability company (“Ulysses Holding II”, and together with Ulysses Holding I, the “Ulysses LLCs”) and BB Blue Holdings, Inc., a Delaware corporation (“NewCo”).

RECITALS

A. The board of directors of Ulysses Holdings, and the respective managers of each of the Ulysses LLCs, (i) have determined that the sale and contribution of 100% of the outstanding capital stock of Ulysses Holdings to NewCo, upon the terms and conditions set forth in this Agreement, is in the best interests of their respective stockholders and members, (ii) have each approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) have each recommended to their respective stockholders and members approval and adoption of this Agreement and the other transactions contemplated hereby;

B. The board of directors of Tenet (i) has determined that the sale and contribution of the Tenet Contributed Business to NewCo, upon the terms and subject to the conditions set forth herein, is in the best interests of its stockholders, and (ii) has approved and declared advisable this Agreement and the transactions contemplated hereby;

C. Prior to the Closing Date, Ulysses Holdings will cause each of the Ulysses LLCs to form a subsidiary that will, prior to the Closing, merge with and into Ulysses Holdings, with Ulysses Holdings being the surviving corporation of such merger; in such merger certain stockholders and option holders of Ulysses Holdings will receive interests in Ulysses Holding I and certain of such stockholders and option holders will receive interests in Ulysses Holding II, with the balance of such stockholders and option holders receiving cash consideration, in each case, in exchange for their existing interests in Ulysses Holdings (and for federal income tax purposes, certain of such stockholders of Ulysses Holdings will be deemed to have contributed their Ulysses Common Stock to Ulysses Holding I in a transaction intended to qualify as a transaction described in section 721(a) of the Code, and certain other stockholders of Ulysses Holdings will be deemed to have contributed their Ulysses Common Stock to Ulysses Holding II in a transaction intended to qualify as a transaction described in section 721(a) of the Code), and as a result, all issued and outstanding equity interests of Ulysses Holdings will be held by the Ulysses LLCs, and no other securities or other rights to acquire capital stock or otherwise be convertible into, exchangeable for or exercisable into capital stock of Ulysses Holdings shall be outstanding (such merger and related transactions being the “Ulysses Reorganization”);

D. Prior to the Closing Date, Tenet will undertake an internal reorganization pursuant to which, among other things, certain of the equity interests and other assets which comprise the Tenet Contributed Business may be transferred or assigned between and among Tenet and its Subsidiaries, such that following the consummation of such transactions, 100% of the assets and liabilities of the Tenet Contributed Business will be owned or assumed by certain corporate

Subsidiaries of Tenet (each of such Subsidiaries are referred to herein as a “Tenet Contributed Company” and collectively as the “Tenet Contributed Companies”), and 100% of the issued and outstanding shares of capital stock of the Tenet Contributed Companies are held by Tenet, and no other securities or other rights to acquire capital stock or otherwise be convertible into, exchangeable for or exercisable into capital stock of the Tenet Contributed Companies shall be outstanding (such reorganization transactions being the “Tenet Reorganization”);

E. On the Closing Date, following consummation of the Ulysses Reorganization and the Tenet Reorganization, and subject to the terms and conditions set forth herein, the following will occur: (i) the Ulysses LLCs will sell and contribute 100% of the equity interests in Ulysses Holdings to NewCo, in exchange for certain shares of voting common stock, par value $0.01 per share, of NewCo (“Shares”) (such contribution being the “Ulysses Holdings Contribution”); (ii) Tenet will sell and contribute 100% of the equity interests in the Tenet Contributed Companies to NewCo, in exchange for certain Shares (such contribution being the “Tenet Contribution”); and (iii) Tenet will purchase certain of the Shares acquired in the Ulysses Holdings Contribution from the Ulysses LLCs in exchange for the Tenet Cash Consideration;

F. The parties intend that any issuance of Shares in exchange for the sale and contribution of property to NewCo contemplated by the Ulysses Holdings Contribution and the Tenet Contribution shall together with all other such issuances represent one overall plan and transaction that shall qualify as a transaction described in section 351 of the Code;

G. As promptly as practicable following the execution and delivery of this Agreement, certain stockholders of Ulysses Holdings will execute and deliver to Ulysses Holdings and Tenet a written consent pursuant to which such holders shall approve and adopt this Agreement and the transactions contemplated hereby in accordance with and as required by the DGCL, substantially in the form attached hereto as Exhibit A;

H. Upon the closing of the transactions contemplated by this Agreement, Tenet will own 50.1% and the Ulysses LLCs will, in the aggregate, own 49.9% of the fully diluted equity interests of NewCo;

I. As a material inducement to Tenet entering into this Agreement, Ulysses has heretofore delivered consents and waivers, in form and substance reasonably satisfactory to Tenet, from the counterparties to certain Ulysses Holdings Contracts evidencing their approval of the transactions contemplated by this Agreement and agreement not to exercise any rights to which they may be entitled as a result hereof; and

J. As a material inducement to Tenet and Ulysses Holdings entering into this Agreement, certain of the parties hereto or their respective Affiliates are entering into that certain Share Purchase Agreement, dated as of the date hereof, with respect to the acquisition of the shares of certain companies owning operating assets of certain acute care hospitals in the United Kingdom.

2

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement:

“Acquisition Pipeline” means (i) with respect to Ulysses Holdings, the entities listed on Exhibit B hereto under the heading “Ulysses Holdings Acquisition Pipeline,” and (ii) with respect to the Tenet Contributed Companies, the entities listed on Exhibit B hereto under the heading “Tenet Contributed Business Acquisition Pipeline.”

“Acquisition Pipeline EBITDA” means as of any date (i) with respect to Ulysses Holdings, the sum of the amount of EBITDA, as such amount is estimated and adjusted pursuant to Section 3.2 and Section 3.3 hereof, related to each Person in the Acquisition Pipeline of Ulysses Holdings and based on the specified percentage ownership of such Person, but only if as of such date Ulysses Holdings has closed the acquisition of all or a portion of the specified percentage ownership of such Person, and in an aggregate amount not to exceed $25,000,000, and (ii) with respect to the Tenet Contributed Companies, the sum of the amount of EBITDA, as such amount is estimated and adjusted pursuant to Section 3.2 and Section 3.4 hereof, related to each Person in the Acquisition Pipeline of the Tenet Contributed Business and based on the specified percentage ownership of such Person, but only if as of such date Tenet has closed the acquisition of all or a portion of the specified percentage ownership of such Person and contributed such Person’s business to the Tenet Contributed Companies through the Tenet Reorganization, and in an aggregate amount not to exceed $17,000,000.

“Action” means any claim, charge, complaint, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.

“Adjustment Escrow Amount” means $25,000,000.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; provided, that for the avoidance of doubt, (i) (x) Ulysses Managed Facilities, (y) funds or partnerships other than Welsh, Carson, Anderson & Stowe X, L.P. that are managed or advised by the same investment manager as the investment manager of Welsh, Carson, Anderson & Stowe X, L.P. or the portfolio companies held by such funds or partnerships, and (z) the limited partners or members of Welsh, Carson, Anderson & Stowe X, L.P., each shall not be deemed to be Affiliates of Ulysses Holdings or its Affiliates, and (ii) Tenet Managed Facilities and stockholders of Tenet shall not be deemed to be Affiliates of Tenet or its Affiliates.

3

“Ancillary Agreements” means the Escrow Agreement, the NewCo Stockholders Agreement, the Tenet Intercompany Note (as defined in the NewCo Stockholders Agreement) and all other agreements, documents and instruments required to be delivered by any party pursuant to this Agreement, and any other agreements, documents or instruments entered into at or prior to the Closing in connection with this Agreement or the transactions contemplated hereby.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“Cash” means, with respect to a specified Person, the aggregate amount of all cash and cash equivalents of such Person and its consolidated Subsidiaries as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date, as determined in accordance with GAAP, including the amounts of any received but uncleared checks, drafts and wires issued prior to such time, less (i) the amounts of any issued but uncleared checks, drafts and wires issued prior to such time, (ii) any restricted balances (including any cash, cash equivalents and/or marketable securities required to be maintained as reserves or otherwise in connection with Ulysses Holdings’ captive insurance subsidiary), (iii) cash and cash equivalents held on behalf of third parties, and (iv) any amounts held in escrow.

“Closing Cash Consideration” means the amount equal to (a) the Estimated Tenet Cash Consideration, plus (b) the Ulysses Working Capital Overage, if any, minus (c) the Ulysses Working Capital Underage, if any, minus (d) the Adjustment Escrow Amount, minus (e) the Ulysses Estimated Transaction Expenses, minus (f) the Tenet Working Capital Overage, if any, plus (g) the Tenet Working Capital Underage, if any, plus (h) the Tenet Estimated Transaction Expenses.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contract” means any contract, agreement, arrangement or understanding, whether written or oral and whether express or implied.

“control” including the terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“DGCL” means the General Corporation Law of the State of Delaware.

“Encumbrance” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind.

“ERISA Affiliate” means any trade or business, whether or not incorporated, under common control with Tenet or any of its Subsidiaries or Ulysses Holdings or any of its Subsidiaries, as applicable, and that, together with Tenet or any of its Subsidiaries or Ulysses

4

Holdings or any of its Subsidiaries, as applicable, is (x) treated as a single employer within the meaning of section 414(b), (c), (m) or (o) of the Code or section 4001(b)(1) of ERISA or (y) a member of the same “controlled group” pursuant to section 4001(a)(14) of ERISA.

“Escrow Agent” means J.P. Morgan Chase Bank, N.A., or its successor under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement to be entered into by Tenet, NewCo, Ulysses Holdings, the Ulysses LLCs and the Escrow Agent, substantially in the form of Exhibit C.

“Facility Ownership Adjustment” means an amount, which may be positive or negative, that shall be a mathematical calculation to adjust the Tenet Contributed Pro Forma EBITDA and/or Ulysses Holdings Pro Forma EBITDA, respectively, in each case, calculated on a facility-by-facility basis to reflect any proportionate change in the ownership (not taking into account any control premium or discount) of any facility in the Tenet Contributed Business or owned by Ulysses Holdings between (x) in the case of any such facility of which a percentage was owned by Ulysses Holdings or as part of the Tenet Contributed Business as of December 31, 2014, December 31, 2014 and the Closing Date, and (y) in the case of any such facility of which a percentage was not owned by Ulysses Holdings or as part of the Tenet Contributed Business as of December 31, 2014, the date of this Agreement and the Closing Date.

“Financing Sources” means the entities that have committed to provide, subject to certain conditions, or have otherwise entered into agreements in connection with, the Financing or other financing arrangements in connection with the transactions contemplated hereby, including any administrative agent, collateral agent, syndication agent, documentation agent, bookrunner, or arranger.

“GAAP” means United States generally accepted accounting principles and practices, consistently applied.

“Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).

“Indebtedness” means, with respect to a specified Person and its consolidated Subsidiaries, as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date and without duplication, in each case excluding any intercompany balances (which intercompany balances include, for the avoidance of doubt, amounts due to affiliates), (a) indebtedness for borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, and all accrued interest thereon, (b) all obligations and liabilities under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, in each case to the extent drawn, (c) all indebtedness under derivatives, swap or exchange agreements, together with all prepayment premiums, penalties and accrued interest thereon, and in each such case all breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect to any of the foregoing, (d) all indebtedness or liabilities secured by

5

any security interest, (e) all obligations and liabilities under securitization or receivables factoring arrangements or transactions, (f) all obligations and liabilities under leases required to be capitalized in accordance with GAAP, including any breakage costs, penalties or fees or other similar amounts payable in connection with any capitalized leases to the extent due and payable at Closing, (g) all obligations and liabilities for the deferred purchase price of property or services, whether contingent or absolute, and including, without limitation, any conditional sale, title retention agreement, earnouts or transaction, retention or similar bonuses payable in connection therewith, but not including ordinary trade payables to the extent included in the calculation of Net Working Capital, (h) all amounts of “unfunded benefit liabilities” within the meaning of section 4001(a)(18) of ERISA and the present value of all accrued deferred compensation amounts (valued using the assumptions in effect for purposes of section 4001(a)(18) of ERISA for nonaccount balance plans and the account balance as of the Closing Date for account balance plans), and (i) all obligations and liabilities under any guarantees of any of the obligations described in clauses (a) through (i) above of any other Person and any “keepwell” or other agreement to maintain any financial statement condition of any other Person and obligations under any letter of credit arrangement (whether or not drawn), or any arrangement having the economic effect of any of the foregoing.

“Intellectual Property” means (i) trade names, trademarks and service marks, domain names, trade dress and similar rights, and applications to register any of the foregoing; (ii) patents and patent applications; (iii) copyrights (whether registered or unregistered) and applications for registration; and (iv) confidential and proprietary information, including trade secrets and know-how.

“knowledge” means, when used in reference to Ulysses Holdings, the actual knowledge after reasonable inquiry of those individuals listed in Schedule 1.1(b) of the Ulysses Disclosure Schedules and when used in reference to Tenet, the actual knowledge after reasonable inquiry of those individuals listed in Schedule 1.1(b) of the Tenet Disclosure Schedules.

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any Governmental Authority.

“Marketing Period” means, unless otherwise agreed to by Tenet and Ulysses Holdings in writing, the first period of 20 consecutive Business Days after the date of this Agreement throughout which (i) Tenet shall have the Required Information; (ii) during the last 5 Business Days of which the condition set forth in Section 8.1(b) shall be satisfied or waived; and (iii) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 8.1(a),Section 8.3(a), Section 8.3(b) (except as would not adversely impact the Financing), Section 8.3(c) or Section 8.3(h) to fail to be satisfied (unless waived) assuming the Closing were to be scheduled for any time during such 20 consecutive Business Day period; provided, that if the financial statements included in the Required Information that is available to Tenet on the first day of any such 20 consecutive Business Day period would not be sufficiently current on any day during such 20 consecutive Business Day period to permit (x) a registration statement using such financial statements to be declared effective by the SEC on the last day of the 20 consecutive Business Day period and (y) the Ulysses Public Filer’s auditors to issue customary “comfort” letters (in accordance with its normal practices and procedures) on the last day of the 20 consecutive Business Day period, then a new 20 consecutive Business Day period

6

shall commence upon Tenet receiving updated Required Information that would be sufficiently current to permit the actions described in clauses (x) and (y) above on the last day of such 20 consecutive Business Day period; provided further, that the Marketing Period shall be deemed not to have commenced if, (1) prior to the completion of such 20 consecutive Business Day period, the Ulysses Public Filer’s auditors shall have withdrawn their audit opinion with respect to any of the financial statements contained in the Required Information in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect the applicable Required Information by Ulysses Public Filer’s auditors or (2) Ulysses Holdings shall have publicly announced any intention to restate any material historical financial information included in the Required Information or that Ulysses Holdings is aware of an error or omission in the Required Information that could reasonably be expected to require Ulysses Holdings to restate any historic financial statements included in the Required Information, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed or Ulysses Holdings has determined that no restatement shall be required under GAAP; provided further, that if Ulysses Holdings shall in good faith reasonably believe it has provided the Required Information, it will deliver to Tenet a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period shall be deemed to have commenced on the date of such notice (or, if earlier, on the date specified in such notice as the date of delivery of the Required Information) unless Tenet believes in good faith that Ulysses Holdings has not completed the delivery of the Required Information and, within 5 Business Days after the delivery of such notice by Ulysses Holdings, delivers a written notice to Ulysses Holdings to that effect (stating with specificity which portions of the Required Information Ulysses Holdings has not delivered) (provided, that it is understood that the delivery of such written notice from Tenet to Ulysses Holdings will not prejudice the Ulysses Holding’s right to assert that the Required Information has in fact been delivered), none of the dates from and including August 17, 2015 through August 28, 2015 shall be treated as a Business Day for purposes of the Marketing Period and the Marketing Period must be completed on or prior to December 18, 2015.

“Net Working Capital” means, with respect to a specified Person and its consolidated Subsidiaries, without duplication, an amount (which may be positive or negative) equal to (i) consolidated current assets minus (ii) consolidated current liabilities, in each case in a manner consistent with past practices and in accordance with Schedule 1.1(c) of the Tenet Disclosure Schedules (with respect to Tenet Net Working Capital) and Schedule 1.1(c) of the Ulysses Disclosure Schedules (with respect to the Ulysses Holdings Net Working Capital). To the extent included in current assets and current liabilities, Net Working Capital shall exclude all amounts defined as Cash and Indebtedness and shall be calculated without duplication of Transaction Expenses which remain unpaid as of the Closing.

“NewCo Stockholders Agreement” means the stockholders agreement, to be entered into at the Closing, among NewCo and the holders of Shares signatory thereto, substantially in the form of Exhibit D.

“Order” means any order, writ, injunction, decree, judgment or stipulation issued, promulgated or entered into by or with any Governmental Authority.

7

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Related Party” with respect to any specified Person, means: (i) any Affiliate of such specified Person, or any director, executive officer, general partner or managing member of such Affiliate and (ii) any Person who serves as a director, executive officer, partner, member or in a similar capacity of such specified Person.

“Representatives” means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.

“Required Information” means, as of any date, (i) such historical financial statements, historical financial data and other pertinent information regarding Aspen Healthcare Holdings Limited, Ulysses Holdings and their respective Subsidiaries of the type and form customarily included in offering documents used to syndicate credit facilities of the type to be included in the Financing or in offering documents used in private placements of high yield debt securities under Rule 144A under the Securities Act (excluding (i) information required by Regulation S-X Rule 3-09, Rule 3-10 and Rule 3-16 and Item 301, Item 302, Item 307, Item 308, Item 402 and Item 601 of Regulation S-K, (ii) any description of the terms of such credit facilities or debt securities and (iii) other customary exceptions) which, in the case of annual financial statements, shall have been audited by Ulysses Public Filer’s auditors in accordance with applicable accounting standards and (ii) such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters Ulysses Public Filer’s auditors with respect to the financial statements and data referred to in clause (i) of this definition (including “negative assurance” comfort) from the Ulysses Public Filer’s auditors on any date during the relevant period; provided that the Required Information shall not include any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (including any assumptions relating thereto) or any other information concerning the assumptions underlying any post-Closing or pro forma adjustments to be made in any pro forma or summary financial data, all of which shall be prepared by Tenet.

“Return” means any return, declaration, report, statement, information statement and other document filed or required to be filed with respect to Taxes.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any party, any Person (i) of which such party or any other Subsidiary of such party is a general partner, (ii) of which voting power to elect a majority of the board of directors or others performing similar functions with respect to such Person is held directly or indirectly by such party or (iii) of which more than 50% of the equity interests (or economic equivalent) of such Person are, directly or indirectly, owned or controlled by such party.

8

“Taxes” means: (i) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, registration, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever (including any amounts resulting from the failure to file any Return), together with any interest and any penalties, additions to tax or additional amounts with respect thereto; (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law; and (iii) any liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person.

“Tenet Cash Consideration” means the amount equal to: (a) the product obtained when 0.501 is multiplied by the sum of (i) the Ulysses Holdings Notional Equity Value and (ii) the Tenet Contributed Companies Notional Equity Value, minus (b) the Tenet Contributed Companies Notional Equity Value.

“Tenet Contributed Business” means the ambulatory surgery center and imaging center businesses directly or indirectly owned by Tenet, including those equity interests and assets set forth on Schedule 1.1(a) of the Tenet Disclosure Schedules.

“Tenet Contributed Companies Notional Equity Value” means (a) the product of (i) the sum of the Tenet Contributed Pro Forma EBITDA, plus the Tenet Estimated Acquisition Pipeline EBITDA, plus or minus the Tenet Estimated Facility Ownership Adjustment, multiplied by (ii) 11.0, minus (b) the Tenet Estimated Indebtedness, plus (c) the Tenet Estimated Cash.

“Tenet Contributed Pro Forma EBITDA” means an amount set forth in Schedule 1.1(d) of the Tenet Disclosure Schedules.

“Tenet Leased Real Property” means all real property leased, subleased or licensed to the Tenet Contributed Business or which the Tenet Contributed Business otherwise has a right or option to use or occupy, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Tenet Managed Facility” means each Person with which a Tenet Contributed Company or the Tenet Contributed Business has entered into a management services or similar agreement to provide facility management and related services.

“Tenet Material Adverse Effect” means any change, circumstance, occurrence or development that, individually or in the aggregate, has a material adverse effect on (A) the financial condition, businesses or results of operations of the Tenet Contributed Business, taken as a whole, excluding any change, state of facts, circumstance, event or effect to the extent caused by or resulting from (i) the announcement or pendency of this Agreement and the transactions contemplated hereby, (ii) changes in economic, market, business, regulatory or political conditions (including acts of terrorism, sabotage, war, the commencement, continuation

9

or escalation of armed hostilities or other material national or international calamity) generally or global financial markets, (iii) changes, circumstances or events generally affecting the industries in which the Tenet Contributed Business operates, (iv) changes in GAAP or any guidance relating thereto or interpretation thereof following the date hereof, or (v) the mere failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, except in the case of the foregoing clauses (ii), (iii) and (iv) to the extent those changes, state of facts, circumstances, events, or effects have a materially disproportionate effect on the Tenet Contributed Business relative to other companies operating in industries in which the Tenet Contributed Business operates, and except in the case of the foregoing clause (v) to the extent that any of those changes, state of facts, circumstances, events or effects that caused such failure to meet internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, would itself constitute a Tenet Material Adverse Effect, and/or (B) the ability of Tenet to perform its obligations under this Agreement.

“Tenet Owned Real Property” means all real property owned by the Tenet Contributed Business, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Tenet Real Property” The Tenet Leased Real Property and the Tenet Owned Real Property.

“Tenet Target Net Working Capital” means $22,572,472, plus or minus such amount of Net Working Capital as may be agreed between Tenet and the Ulysses LLCs with respect to Persons in the Acquisition Pipeline of the Tenet Contributed Companies of which percentage interests are acquired as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date; provided, that if Tenet and the Ulysses LLCs are not able to agree on such additional or reduced Net Working Capital amount with respect to any such Person in the Acquisition Pipeline of the Tenet Contributed Company at least thirty (30) days prior to the Closing Date, Tenet and the Ulysses LLCs shall submit any such dispute to the Independent Accounting Firm for resolution consistent with the dispute resolution mechanisms contemplated by Section 3.3(c), mutatis mutandis, but on an expedited basis in order to permit the Independent Accounting Firm to resolve any such dispute within five (5) Business Days prior to the Closing Date.

“Tenet Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Tenet Estimated Net Working Capital exceeds the Tenet Target Net Working Capital.

“Tenet Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Tenet Target Net Working Capital exceeds the Tenet Estimated Net Working Capital.

“Transaction Expenses” means the aggregate amount of any and all fees and expenses incurred by or on behalf of, or paid or to be paid directly by, Ulysses Holdings or any

10

of its Subsidiaries or Tenet or any of its Subsidiaries, as applicable, or any Person that Ulysses Holdings or Tenet, as applicable, pays or reimburses or is otherwise legally obligated to pay or reimburse in connection with the negotiation, preparation or execution of this Agreement or the Ancillary Agreements or the performance or consummation of the transactions contemplated hereby or thereby, including (i) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts in connection with the transactions contemplated hereby; (ii) any fees and expenses associated with obtaining necessary or appropriate waivers, consents, or approvals of any Governmental Authority or third parties in connection with the transactions contemplated hereby; (iii) any fees or expenses associated with obtaining the release and termination of any Encumbrances in connection with the transactions contemplated hereby, in each case except to the extent any such fees or expenses constitute Indebtedness; (iv) all brokers’, finders’ or similar fees in connection with the transactions contemplated hereby; (v) any severance, retention, change-in-control or similar payments or benefits that become owed or payable to any Person as a result of the execution of this Agreement or the Ancillary Agreements or as a result of the consummation of the transactions contemplated hereby or thereby; (vi) all premiums, penalties, redemption costs, breakage costs and other costs, fees and expenses payable in connection therewith; and (vii) unpaid management fees.

“Ulysses Common Stock” means the common stock, par value $.01 per share, of Ulysses Holdings.

“Ulysses Financial Statements” has the meaning specified in Section 4.5.

“Ulysses Holdings Notional Equity Value” means (a) the product of (i) the sum of the Ulysses Holdings Pro Forma EBITDA, plus the Ulysses Estimated Acquisition Pipeline EBITDA, plus or minus the Ulysses Estimated Facility Ownership Adjustment, multiplied by (ii) 12.5, minus (b) the Ulysses Estimated Indebtedness plus (c) the Ulysses Estimated Cash.

“Ulysses Holdings Pro Forma EBITDA” means an amount set forth in Schedule 1.1(d) of the Ulysses Disclosure Schedules.

“Ulysses Leased Real Property” means all real property leased, subleased or licensed to Ulysses Holdings or any of its Subsidiaries or which Ulysses Holdings or any of its Subsidiaries otherwise has a right or option to use or occupy, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Ulysses Managed Facility” means each Person with which Ulysses Holdings or a Subsidiary of Ulysses Holdings has entered into a management services or similar agreement to provide facility management and related services.

“Ulysses Material Adverse Effect” means any change, circumstance, occurrence or development that, individually or in the aggregate, has a material adverse effect on (A) the financial condition, businesses or results of operations of Ulysses Holdings and its Subsidiaries, taken as a whole, excluding any change, state of facts, circumstance, event or effect to the extent

11

caused by or resulting from (i) the announcement or pendency of this Agreement and the transactions contemplated hereby, (ii) changes in economic, market, business, regulatory or political conditions (including acts of terrorism, sabotage, war, the commencement, continuation or escalation of armed hostilities or other material national or international calamity) generally or global financial markets, (iii) changes, circumstances or events generally affecting the industries in which Ulysses Holdings operates, (iv) changes in GAAP or any guidance relating thereto or interpretation thereof following the date hereof, or (v) the mere failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, except in the case of the foregoing clauses (ii), (iii) and (iv) to the extent those changes, state of facts, circumstances, events, or effects have a materially disproportionate effect on Ulysses Holdings relative to other companies operating in industries in which Ulysses Holdings operates, and except in the case of the foregoing clause (v) to the extent that any of those changes, state of facts, circumstances, events or effects that caused such failure to meet internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, would itself constitute a Ulysses Material Adverse Effect, and/or (B) the ability of Ulysses Holdings to perform its obligations under this Agreement.

“Ulysses Owned Real Property” means all real property owned by Ulysses Holdings or any of its Subsidiaries, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Ulysses Real Property” means, together, the Ulysses Leased Real Property and the Ulysses Owned Real Property.

“Ulysses Senior Notes” means the 9% Senior Notes due 2020 issued by USPI Finance Corp. pursuant to the Ulysses Senior Notes Indenture.

“Ulysses Senior Notes Indenture” means the Indenture, dated as of April 3, 2012 by and between USPI Finance Corp. and U.S. Bank National Association.

“Ulysses Stockholder Approval” means the affirmative vote of the holders of a majority of the outstanding shares of Ulysses Common Stock as of the date hereof approving and adopting this Agreement and the transactions contemplated hereby (including the Ulysses Reorganization).

“Ulysses Target Net Working Capital” means ($176,081,011), plus or minus such amount of Net Working Capital as may be agreed between Tenet and the Ulysses LLCs with respect to Persons in the Acquisition Pipeline of Ulysses Holdings of which percentage interests are acquired as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date; provided that if Tenet and the Ulysses LLCs are not able to agree on such additional or reduced Net Working Capital amount with respect to any such Person in the Acquisition Pipeline of Ulysses Holdings at least thirty (30) days prior to the Closing Date, Tenet and the Ulysses LLCs shall submit any such dispute to the Independent Accounting Firm for resolution consistent with the dispute resolution mechanisms contemplated by Section 3.3(c), mutatis mutandis, but on an expedited basis in order to permit the Independent Accounting Firm to resolve any such dispute within five (5) Business Days prior to the Closing Date.

12

“Ulysses Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Ulysses Estimated Net Working Capital exceeds the Ulysses Target Net Working Capital.

“Ulysses Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Ulysses Target Net Working Capital exceeds the Ulysses Estimated Net Working Capital.

Section 1.2 Table of Definitions. The following terms have the meanings set forth in the Sections referenced below:

Definition	Location
Additional Acquisitions	3.6
Agreement	Preamble
Antitrust Authority	7.8(a)
CERCLA	4.15(c)(iii)
Closing	2.4(a)
Closing Date	2.4(a)
Closing Transactions	2.3
CMS	4.7(b)
Confidentiality Agreement	7.7
Definitive Financing Agreements	7.14(b)
Effective Time	2.4(a)
Environmental Laws	4.15(c)(i)
Environmental Permits	4.15(c)(ii)
ERISA	4.9(a)
Estimated Tenet Cash Consideration	3.2(a)
Financing	7.14(a)
Hazardous Substances	4.15(c)(iii)
HSR Act	4.3(b)
Independent Accounting Firm	3.3(c)
IRS	4.9(a)
Multiemployer Plan	4.9(e)
Net Adjustment Amount	3.5(b)
NewCo	Preamble
Notice of Disagreement	3.3(b)
Payoff Letters	3.1(a)(i)
Payout Spreadsheet	3.2(c)
PBGC	4.9(b)(ii)
Permits	4.7(b)
Release	4.15(c)(iv)
Remediation	4.15(c)(v)
Shares	Recitals

13

Definition	Location
Tenet	Preamble
Tenet Acquisition Proposal	7.5(c)
Tenet Balance Sheet	5.5(b)
Tenet Closing Acquisition Pipeline EBITDA	3.4(a)
Tenet Closing Cash	3.4(a)
Tenet Closing Indebtedness	3.4(a)
Tenet Closing Net Working Capital	3.4(a)
Tenet Closing Transaction Expenses	3.4(a)
Tenet Contributed Company	Recitals
Tenet Contribution	Recitals
Tenet Disclosure Schedules	Article V
Tenet Estimated Acquisition Pipeline EBITDA	3.2(a)
Tenet Estimated Cash	3.2(a)
Tenet Estimated Facility Ownership Adjustment	3.2(a)
Tenet Estimated Indebtedness	3.2(a)
Tenet Estimated Net Working Capital	3.2(a)
Tenet Estimated Transaction Expenses	3.2(a)
Tenet Facility Ownership Adjustment	3.4(a)
Tenet Final Closing Statement	3.4(a)
Tenet Financial Statements	5.5(a)
Tenet Interim Financial Statements	5.5(a)
Tenet Management Contracts	5.16(b)
Tenet Material Contracts	5.16(a)
Tenet Plans	5.9(a)
Tenet Preliminary Closing Balance Sheet	3.2(a)
Tenet Preliminary Closing Statement	3.2(a)
Tenet Reorganization	Recitals
Termination Date	9.1(d)
Ulysses Acquisition Proposal	7.5(a)
Ulysses Balance Sheet	4.5(b)
Ulysses Closing Acquisition Pipeline EBITDA	3.3(a)
Ulysses Closing Cash	3.3(a)
Ulysses Closing Indebtedness	3.3(a)
Ulysses Closing Net Working Capital	3.3(a)
Ulysses Closing Transaction Expenses	3.3(a)
Ulysses Disclosure Schedules	Article IV
Ulysses Estimated Cash	3.2(b)
Ulysses Estimated Facility Ownership Adjustment	3.2(b)
Ulysses Estimated Indebtedness	3.2(b)
Ulysses Estimated Net Working Capital	3.2(b)
Ulysses Estimated Transaction Expenses	3.2(b)
Ulysses Facility Ownership Adjustment	3.3(a)
Ulysses Final Closing Statement	3.3(a)
Ulysses Financial Statements	4.5(a)
Ulysses Holding I	Preamble

14

Definition	Location
Ulysses Holding II	Preamble
Ulysses Holdings	Preamble
Ulysses Holdings Contribution	Recitals
Ulysses Interim Financial Statements	4.5(a)
Ulysses LLCs	Preamble
Ulysses Management Contracts	4.16(b)
Ulysses Material Contracts	4.16(a)
Ulysses Pipeline Acquisition EBITDA	3.2(b)
Ulysses Plans	4.9(a)
Ulysses Preliminary Closing Balance Sheet	3.2(b)
Ulysses Preliminary Closing Statement	3.2(b)
Ulysses Public Filer	4.5(a)
Ulysses Reorganization	Recitals
Ulysses SEC Documents	4.21(a)
Ulysses Stockholder Consent	7.10

ARTICLE II

THE PRE-CLOSING AND CLOSING TRANSACTIONS

Section 2.1 Ulysses Reorganization. Prior to the Closing, Ulysses Holdings and the Ulysses LLCs shall cause the Ulysses Reorganization to be consummated. The parties acknowledge and agree that no action or inaction taken in connection with the Ulysses Reorganization shall constitute a breach of any of the provisions of this Agreement; provided, that the foregoing shall not alter or limit the obligation of the Ulysses LLCs to consummate the Ulysses Holdings Contribution as part of the Closing Transactions. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, Ulysses Holdings shall take, and shall cause each of Ulysses LLCs to take, all requisite action to cause the consummation of the Ulysses Reorganization prior to the Effective Time. The parties intend that the transactions contemplated by the Ulysses Reorganization shall be treated for United States federal income tax purposes as two transactions, both of which are described in section 721(a) of the Code, one of which is the deemed contributions by certain stockholders of Ulysses Holdings of their Ulysses Common Stock to Ulysses Holding I in exchange for interests in Ulysses Holding I, and the other of which is the deemed contribution by certain other stockholders of Ulysses Holdings of their Ulysses Common Stock to Ulysses Holding II in exchange for interests in Ulysses Holding II. The parties further intend that the contribution in turn by Ulysses Holding I and Ulysses Holding II of their Ulysses Common Stock to NewCo in exchange for Shares is part of one overall plan and transaction that shall qualify as a transaction described in section 351 of the Code.

Section 2.2 Tenet Reorganization. Prior to the Closing, Tenet shall cause the Tenet Reorganization to be consummated, including those transactions set forth in Schedule 2.2 of the Tenet Disclosure Schedules. The parties acknowledge and agree that no action or inaction taken in connection with the Tenet Reorganization shall constitute a breach of any of the provisions of this Agreement; provided, that the foregoing shall not alter or limit Tenet’s obligation to consummate the Tenet Contribution as part of the Closing Transactions. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, Tenet shall take all requisite

15

action to cause the consummation of the Tenet Reorganization prior to the Effective Time. The parties intend that the transactions contemplated by the Tenet Reorganization shall together with the Closing Transactions represent one overall plan and transaction that shall qualify as a transaction described in section 351 of the Code as described in Revenue Ruling 2003-51.

Section 2.3 Closing Transactions. At the Closing, following the Ulysses Reorganization and the Tenet Reorganization, and subject to the conditions set forth in Article VIII, the following transactions shall occur (the “Closing Transactions”):

(a) Ulysses Holdings Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing (and concurrently with the Tenet Contribution) the Ulysses Holdings Contribution shall occur, and accordingly (i) each of the Ulysses LLCs shall collectively transfer, sell, assign and convey to NewCo 100% of the outstanding equity interests of Ulysses Holdings, in each case, free and clear of all Encumbrances, other than restrictions under applicable securities Laws, and (ii) NewCo shall accept such equity interests of Ulysses Holdings, and shall sell, issue and deliver to the Ulysses LLCs a number of Shares equal to a fraction of the aggregate number of Shares that will be issued and outstanding immediately following the Closing, which fraction shall be calculated by dividing (x) the Ulysses Holdings Notional Equity Value by (y) the sum of the Ulysses Holdings Notional Equity Value plus the Tenet Contributed Companies Notional Equity Value, free and clear of all Encumbrances (other than restrictions imposed under the NewCo Stockholders Agreement and applicable securities Laws).

(b) Tenet Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing (and concurrently with the Ulysses Holdings Contribution) the Tenet Contribution shall occur, and accordingly (i) Tenet shall transfer, sell, assign and convey to NewCo all of the outstanding equity interests in the Tenet Contributed Companies owned by Tenet and its Subsidiaries, in each case, free and clear of all Encumbrances, other than applicable restrictions under applicable securities Laws, and (ii) NewCo shall accept such equity interests of each of the Tenet Contributed Companies, and shall sell, issue and deliver to Tenet a number of Shares equal to a fraction of the aggregate number of Shares that will be issued and outstanding immediately following the Closing, which fraction shall be calculated by dividing (x) the Tenet Contributed Companies Notional Equity Value by (y) the sum of the Ulysses Holdings Notional Equity Value plus the Tenet Contributed Companies Notional Equity Value, free and clear of all Encumbrances (other than restrictions imposed under the NewCo Stockholders Agreement and applicable securities laws).

(c) NewCo Share Transfer. Upon the terms and subject to the conditions of this Agreement, at the Closing: (i) the Ulysses LLCs shall collectively transfer, sell, assign and convey to Tenet a number of the Shares acquired as part of the Ulysses Holdings Contribution (after giving effect to the Ulysses Holdings Contribution and the Tenet Contribution at Closing) free and clear of all Encumbrances (other than restrictions imposed under the NewCo Stockholders Agreement and applicable securities Laws) such that immediately following such transfer, Tenet will own 50.1% of the fully diluted equity interests of NewCo; and (ii) Tenet shall accept such Shares, and shall cause the payments contemplated by Section 3.1 to be made.

16

Section 2.4 Closing; Effective Time.

(a) The closing of the Closing Transactions (the “Closing”) shall take place at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, at 10:00 a.m., New York City time, on the later of (i) the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date) and (ii) the earlier of (A) a date during the Marketing Period to be specified by Tenet on no fewer than two Business Days’ notice to Ulysses Holdings (it being understood that such date may be conditioned upon the simultaneous completion of the Financing) and (B) the first Business Day following the final day of the Marketing Period, or at such other place or at such other time or on such other date as the parties mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” The date and time when the Closing Transactions shall become effective is herein referred to as the “Effective Time.”

(b) Upon consummation of the Closing Transactions, immediately following the Effective Time: (i) NewCo shall own 100% of the fully diluted equity interests of Ulysses Holdings and each of the Tenet Contributed Companies; (ii) Tenet shall own 50.1% of the fully diluted equity interests of NewCo; and (iii) the Ulysses LLCs shall collectively own 49.9% of the fully diluted equity interests of NewCo.

ARTICLE III

CLOSING PAYMENTS AND ADJUSTMENTS

Section 3.1 Closing Payments.

(a) In connection with the Closing, and at the Effective Time, Tenet shall pay or deposit, or cause to be paid or deposited:

(i) with the Escrow Agent for deposit into the Adjustment Escrow Fund, the Adjustment Escrow Amount;

(ii) on behalf of Ulysses Holdings, subject to receipt of payoff letters in form and substance reasonably satisfactory to Tenet (the “Payoff Letters”), the amount payable to each counterparty or holder of Indebtedness for borrowed money listed on Schedule 3.1 of the Ulysses Disclosure Schedules, with respect to Ulysses Holdings, and as set forth in the Ulysses Preliminary Closing Balance Sheet in order to fully discharge such Indebtedness of Ulysses Holdings and any of its Subsidiaries and terminate all applicable obligations and liabilities of Ulysses Holdings and any of its Subsidiaries related thereto;

(iii) on behalf of Ulysses Holdings and the Ulysses LLCs, subject to receipt of customary invoices, the amounts payable to each Person who is owed a portion of the Ulysses Estimated Transaction Expenses, as specified in the Ulysses Preliminary Closing Balance Sheet; and

(iv) to the Ulysses LLCs, as set forth in the Payout Spreadsheet, the Closing Cash Consideration.

(b) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as may be designated to the payor by the payee at least two Business Days prior to the applicable payment date.

17

Section 3.2 Estimated Closing Adjustment.

(a) At least three Business Days prior to the Closing Date, Tenet shall prepare, or cause to be prepared, and deliver to Ulysses Holdings and NewCo a written statement (the “Tenet Preliminary Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Tenet Contributed Companies and their Subsidiaries, as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Tenet Preliminary Closing Balance Sheet”), (ii) the amount of the Acquisition Pipeline EBITDA of the Tenet Contributed Companies based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of the Tenet Contributed Companies (not taking into account any control premium or discount) that have been, and a good faith estimate of such acquisitions that are expected to be, closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Tenet Estimated Acquisition Pipeline EBITDA”), (iii) the Facility Ownership Adjustment for the Tenet Contributed Business (the “Tenet Estimated Facility Ownership Adjustment”), (iv) a good-faith estimate of (A) Net Working Capital of the Tenet Contributed Companies and their consolidated Subsidiaries (the “Tenet Estimated Net Working Capital”), (B) Indebtedness of the Tenet Contributed Companies and their consolidated Subsidiaries (the “Tenet Estimated Indebtedness”), (C) Cash of the Tenet Contributed Companies and their consolidated Subsidiaries (the “Tenet Estimated Cash”) and (D) Transaction Expenses that remain unpaid obligations of the Tenet Contributed Companies and their Subsidiaries as of the Closing (the “Tenet Estimated Transaction Expenses”) (with each of Tenet Estimated Net Working Capital, Tenet Estimated Cash, Tenet Estimated Indebtedness and Tenet Estimated Transaction Expenses determined as of the Closing Date and, except for the Tenet Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), and (v) on the basis of the foregoing (and Ulysses Preliminary Closing Statement delivered pursuant to Section 3.2(b)), a calculation of the Tenet Cash Consideration (the “Estimated Tenet Cash Consideration”) and the Closing Cash Consideration. The Tenet Preliminary Closing Balance Sheet, Tenet Estimated Net Working Capital, Tenet Estimated Indebtedness, Tenet Estimated Cash and Tenet Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Tenet Financial Statements (provided, in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail). Ulysses Holdings shall have a reasonable opportunity to review and discuss the Tenet Preliminary Closing Balance Sheet with Tenet and review the underlying books and records of Tenet related thereto. If Ulysses Holdings objects to the Tenet Preliminary Closing Balance Sheet or the calculation of Tenet Estimated Acquisition Pipeline EBITDA, Tenet Estimated Facility Ownership Adjustment, Tenet Estimated Net Working Capital, Tenet Estimated Cash, Tenet Estimated Indebtedness or Tenet Estimated Transaction Expenses, Tenet and Ulysses Holdings shall in good faith attempt to resolve such objection and reach agreement with respect thereto; provided, however, that if Tenet and Ulysses Holdings are unable to resolve any such objection prior to Closing, then the Tenet Estimated Acquisition Pipeline EBITDA, Tenet Estimated Facility Ownership Adjustment, Tenet Estimated Net Working Capital, Tenet Estimated Cash, Tenet Estimated Indebtedness and Tenet Estimated Transaction Expenses delivered by Tenet shall constitute the

18

“Tenet Estimated Acquisition Pipeline EBITDA,” “Tenet Estimated Facility Ownership Adjustment,” “Tenet Estimated Net Working Capital,” “Tenet Estimated Cash,” “Tenet Estimated Indebtedness” and “Tenet Estimated Transaction Expenses” for all purposes hereunder.

(b) At least six Business Days prior to the Closing Date, Ulysses Holdings shall prepare, or cause to be prepared, and deliver to Tenet and NewCo a written statement (the “Ulysses Preliminary Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of Ulysses Holdings and its Subsidiaries, as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Ulysses Preliminary Closing Balance Sheet”), (ii) the amount of the Acquisition Pipeline EBITDA of Ulysses Holdings based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of Ulysses Holdings (not taking into account any control premium or discount) that have been, and a good faith estimate of such acquisitions that are expected to be, closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Ulysses Estimated Acquisition Pipeline EBITDA”), (iii) the Facility Ownership Adjustment for Ulysses Holdings (the “Ulysses Estimated Facility Ownership Adjustment”), and (iv) a good-faith estimate of (A) Net Working Capital of Ulysses Holdings and its consolidated Subsidiaries (the “Ulysses Estimated Net Working Capital”), (B) Indebtedness of Ulysses Holdings and its consolidated Subsidiaries (the “Ulysses Estimated Indebtedness”), (C) Cash of Ulysses Holdings and its consolidated Subsidiaries (the “Ulysses Estimated Cash”) and (D) Transaction Expenses that remain unpaid obligations of Ulysses Holdings or any of its Subsidiaries as of Closing (the “Ulysses Estimated Transaction Expenses”) (with each of Ulysses Estimated Net Working Capital, Ulysses Estimated Cash, Ulysses Estimated Indebtedness and Ulysses Estimated Transaction Expenses determined as of the Closing Date and, except for the Ulysses Estimated Transaction Expenses, without giving effect to the transactions contemplated herein). The Ulysses Preliminary Closing Balance Sheet, Ulysses Estimated Net Working Capital, Ulysses Estimated Indebtedness, Ulysses Estimated Cash and Ulysses Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Ulysses Financial Statements (provided, in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail). Tenet shall have a reasonable opportunity to review and discuss the Ulysses Preliminary Closing Balance Sheet with Ulysses Holdings and review the underlying books and records of Ulysses Holdings related thereto. If Tenet objects to the Ulysses Preliminary Closing Balance Sheet or the calculation of Ulysses Estimated Acquisition Pipeline EBITDA, Ulysses Estimated Facility Ownership Adjustment, Ulysses Estimated Net Working Capital, Ulysses Estimated Cash, Ulysses Estimated Indebtedness or Ulysses Estimated Transaction Expenses, Ulysses Holdings and Tenet shall in good faith attempt to resolve such objection and reach agreement with respect thereto; provided, however, that if Ulysses Holdings and Tenet are unable to resolve any such objection prior to Closing, then the Ulysses Estimated Acquisition Pipeline EBITDA, Ulysses Estimated Facility Ownership Adjustment, Ulysses Estimated Net Working Capital, Ulysses Estimated Cash, Ulysses Estimated Indebtedness and Ulysses Estimated Transaction Expenses delivered by Ulysses Holdings shall constitute the “Ulysses Estimated Acquisition Pipeline EBITDA,” “Ulysses Estimated Facility Ownership Adjustment,” “Ulysses Estimated Net Working Capital,” “Ulysses Estimated Cash,” “Ulysses Estimated Indebtedness” and “Ulysses Estimated Transaction Expenses” for all purposes hereunder.

19

(c) In connection with delivery of the Ulysses Preliminary Closing Statement, not less than one Business Day prior to the Closing, Ulysses Holdings shall deliver to Tenet and NewCo a spreadsheet (the “Payout Spreadsheet”) setting forth the true and complete list as of the Closing of: (i) the consideration to be paid to each Ulysses LLC in connection with the Closing and (ii) each holder’s relative fully diluted percentage in the Adjustment Escrow Amount and the foregoing shall be certified as accurate on behalf of Ulysses Holdings by its Chief Financial Officer. In the event of a conflict between the Payout Spreadsheet and the provisions of this Agreement, the Payout Spreadsheet shall control. Notwithstanding anything to the contrary herein or in Ulysses Holdings’ certificate of incorporation, Tenet and NewCo shall be entitled to rely on the Payout Spreadsheet as conclusive evidence of amounts payable to the Ulysses LLCs pursuant to this Agreement.

Section 3.3 Ulysses Closing Balance Sheet True-Up Adjustment.

(a) As promptly as reasonably practicable, but in no event later than 90 days after the Closing Date, NewCo shall prepare and deliver to Tenet and the Ulysses LLCs a written statement (the “Ulysses Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of Ulysses Holdings and its Subsidiaries, dated as of the Closing Date, and (ii) a calculation of the actual (A) Net Working Capital of Ulysses and its Subsidiaries (the “Ulysses Closing Net Working Capital”), (B) Indebtedness of Ulysses Holdings and its Subsidiaries (the “Ulysses Closing Indebtedness”), (C) Cash of Ulysses Holdings and its Subsidiaries (the “Ulysses Closing Cash”), (D) Transaction Expenses that remain unpaid obligations of Ulysses Holdings and its Subsidiaries as of the Closing (the “Ulysses Closing Transaction Expenses”), (E) amount of the Acquisition Pipeline EBITDA of Ulysses Holdings based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of Ulysses Holdings (not taking into account any control premium or discount) that were closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Ulysses Closing Acquisition Pipeline EBITDA”) and (F) the Facility Ownership Adjustment of Ulysses Holdings (the “Ulysses Facility Ownership Adjustment”) (with each of Ulysses Closing Net Working Capital, Ulysses Closing Indebtedness, Ulysses Closing Cash and Ulysses Closing Transaction Expenses determined as of the Closing Date and, except for Ulysses Closing Transaction Expenses, without giving effect to the transactions contemplated herein).

(b) The Ulysses Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Ulysses LLCs and/or Tenet delivers written notice of its disagreement to NewCo (each, a “Notice of Disagreement”) specifying in reasonable detail the nature and amount of any dispute. All items and amounts of the Ulysses Final Closing Statement not specifically referenced in a Notice of Disagreement shall be deemed agreed and such items and amounts shall not be subject to review in accordance with this Section 3.3. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Ulysses Final Closing Statement not being calculated in accordance with this Agreement.

(c) During the 20 day period following delivery of a Notice of Disagreement, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation as specified therein. Any disputed items resolved in

20

writing between NewCo, the Ulysses LLCs and Tenet within such 20 day period shall be final and binding with respect to such items, and if the Ulysses LLCs and Tenet agree in writing on the resolution of each disputed item specified in any Notice of Disagreement, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Ulysses LLCs and Tenet have not resolved all such differences by the end of such 20 day period, the Ulysses LLCs and Tenet shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Ulysses Closing Net Working Capital, Ulysses Closing Cash, Ulysses Closing Indebtedness, Ulysses Closing Transaction Expenses, Ulysses Closing Acquisition Pipeline EBITDA and/or Ulysses Facility Ownership Adjustment, as applicable, and the Independent Accounting Firm shall make a written determination as to each such disputed item, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Ulysses LLCs’ and Tenet’s respective calculations of Ulysses Closing Net Working Capital, Ulysses Closing Cash, Ulysses Closing Indebtedness, Ulysses Closing Transaction Expenses, Ulysses Closing Acquisition Pipeline EBITDA and/or Ulysses Facility Ownership Adjustment that are identified as being items and amounts to which the Ulysses LLCs and Tenet have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be PricewaterhouseCoopers or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Ulysses LLCs and Tenet. The Ulysses LLCs and Tenet shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof.

(d) The costs of any dispute resolution pursuant to this Section 3.3, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by Tenet, on the one hand, and the Ulysses LLCs, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Ulysses Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party.

(e) Each party shall be afforded reasonable access, during normal business hours and upon reasonable prior notice, to NewCo’s personnel, properties, books and records and any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 3.3.

Section 3.4 Tenet Closing Balance Sheet True-Up Adjustment.

(a) As promptly as reasonably practicable, but in no event later than 90 days after the Closing Date, NewCo shall prepare and deliver to Tenet and the Ulysses LLCs a written statement (the “Tenet Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Tenet Contributed Business, dated as of the Closing Date,

21

and (ii) a calculation of the actual (A) Net Working Capital of the Tenet Contributed Companies and its Subsidiaries (the “Tenet Closing Net Working Capital”), (B) Indebtedness of the Tenet Contributed Companies and its Subsidiaries (the “Tenet Closing Indebtedness”), (C) Cash of the Tenet Contributed Companies and its Subsidiaries (the “Tenet Closing Cash”), (D) Transaction Expenses that remain unpaid obligations of the Tenet Contributed Companies or any of its Subsidiaries as of Closing (the “Tenet Closing Transaction Expenses”), (E) amount of the Acquisition Pipeline EBITDA of the Tenet Contributed Companies based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of the Tenet Contributed Companies (not taking into account any control premium or discount) that were closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Tenet Closing Acquisition Pipeline EBITDA”) and (F) the Facility Ownership Adjustment of the Tenet Contributed Business (the “Tenet Facility Ownership Adjustment”) (with each of Tenet Closing Net Working Capital, Tenet Closing Indebtedness, Tenet Closing Cash and Tenet Closing Transaction Expenses determined as of the Closing Date and, except for Tenet Closing Transaction Expenses, without giving effect to the transactions contemplated herein).

(b) If Tenet or the Ulysses LLCs disagree with the calculation of the Tenet Closing Net Working Capital, Tenet Closing Indebtedness, Tenet Closing Cash, Tenet Closing Transaction Expenses, Tenet Closing Acquisition Pipeline EBITDA and/or Tenet Facility Ownership Adjustment, it shall submit a Notice of Disagreement to NewCo within 30 days of delivery of the Tenet Final Closing Statement and such disagreement shall be resolved in accordance with the procedures set forth in Section 3.3.

Section 3.5 True-Up Payment.

(a) At such time as the Ulysses Final Closing Statement and the Tenet Final Closing Statement (and the respective components thereof) have been finally determined in accordance with Sections 3.3 and 3.4, the parties shall calculate any required adjustments to the Closing Cash Consideration in accordance with this Section 3.5.

(b) For the purposes of this Agreement, “Net Adjustment Amount” means an amount, which may be positive or negative, equal to the difference of (A) the Closing Cash Consideration with the components thereof determined by reference to the final amounts determined in accordance with Sections 3.3 and 3.4 instead of the estimated amounts contemplated in the components thereof, less (B) the Closing Cash Consideration; provided, that if the absolute value of the Net Adjustment Amount is less than $5,000,000, the Net Adjustment Amount shall be deemed to be zero.

(c) If the Net Adjustment Amount is positive, (A) Tenet shall pay such positive amount to the Ulysses LLCs and (B) the Ulysses LLCs and Tenet shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to pay all funds in the Adjustment Escrow Fund to the Ulysses LLCs, in each case pro rata in accordance with their respective fully diluted percentages set forth on the Payout Spreadsheet.

(d) If the Net Adjustment Amount is negative (in which case the Net Adjustment Amount for purposes of this Section 3.5(d) shall be deemed to be equal to the absolute value of such amount), Tenet and the Ulysses LLCs shall deliver written notice to the

22

Escrow Agent specifying the amount of the Net Adjustment Amount, and the Escrow Agent shall pay to Tenet such amount out of the Adjustment Escrow Fund in accordance with the terms of the Escrow Agreement; provided, that in the event the amount of funds in the Adjustment Escrow Fund is less than such Net Adjustment Amount, any such shortfall shall be paid to Tenet through a one-time reduction in the amount of such shortfall from the first payment of either the “Estimated 9.5x Consideration” (as defined in the NewCo Stockholders Agreement) or “Estimated Premium Consideration” (as defined in the NewCo Stockholders Agreement) to be paid with respect to Shares owned by the Ulysses LLCs in accordance with Section 6.5 of the NewCo Stockholders Agreement, in either case, pro rata in accordance with their respective fully diluted percentages set forth on the Payout Spreadsheet. In the event the amount of funds in the Adjustment Escrow Fund exceeds the Net Adjustment Amount, then the Escrow Agent, after paying any amounts due to Tenet as provided herein, shall pay the remaining funds in the Adjustment Escrow Fund to the Ulysses LLCs pro rata in accordance with their respective fully diluted percentages set forth on the Payout Spreadsheet, and Tenet and the Ulysses LLCs shall deliver written notice to the Escrow Agent instructing the same.

(e) If the Net Adjustment Amount is zero, the Ulysses LLCs and Tenet shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to pay all funds in the Adjustment Escrow Fund to the Ulysses LLCs, in each case pro rata in accordance with their respective fully diluted percentages set forth on the Payout Spreadsheet.

Section 3.6 Acquisition Adjustment. (i) From and after the date hereof through the Closing Date, either Tenet or Ulysses Holdings may propose additional acquisitions of Persons to be sold and contributed to NewCo at Closing (the “Additional Acquisitions”). To the extent Tenet consents to any Ulysses Holdings Additional Acquisition prior to Closing, Tenet and Ulysses Holdings shall mutually agree to an adjustment of the Ulysses Holdings Notional Equity Value (it being agreed that such adjustment shall not take in account any multiple and shall take into consideration the amount of the purchase price of such acquisition and any indebtedness to be incurred in connection therewith), which adjustment shall be reflected in the Ulysses Preliminary Closing Statement and the calculation of the Estimated Tenet Cash Consideration and the Closing Cash Consideration. To the extent Ulysses Holdings consents to any Tenet Additional Acquisition prior to Closing, Tenet and Ulysses Holdings shall mutually agree to an adjustment of the Tenet Contributed Companies Notional Equity Value (it being agreed that such adjustment shall not take in account any multiple and shall take into consideration the amount of the purchase price of such acquisition and any indebtedness to be incurred in connection therewith), which adjustment shall be reflected in the Tenet Preliminary Closing Statement and the calculation of the Estimated Tenet Cash Consideration and the Closing Cash Consideration.

Section 3.7 Withholding Rights. Each of Tenet and NewCo shall be entitled to deduct and withhold from any amounts otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of applicable tax Law. To the extent that such amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by Tenet or NewCo, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect to which such deduction and withholding was made.

23

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF ULYSSES HOLDINGS AND THE ULYSSES LLCS

Except as (x) disclosed in the Ulysses SEC Documents filed with or furnished to the SEC on or prior to the second Business Day preceding the date hereof and on or after January 1, 2013 that are publicly available one Business Day prior to the date hereof on the SEC’s Electronic Data Gathering, Analysis and Retrieval System (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature) or (y) set forth in the corresponding sections or subsections of the Ulysses Disclosure Schedules attached hereto (collectively, the “Ulysses Disclosure Schedules”; provided, that for the purposes of the representations and warranties of Ulysses Holdings contained herein, disclosure in any section of the Ulysses Disclosure Schedules of any facts or circumstances shall be deemed to be disclosure of such facts or circumstances with respect to all representations or warranties by Ulysses Holdings to which the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on the face thereof), Ulysses Holdings hereby represents and warrants to Tenet and NewCo as follows:

Section 4.1 Organization and Qualification.

(a) Each of Ulysses Holdings and its Subsidiaries is (i) an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization as set forth in Schedule 4.1(a) of the Ulysses Disclosure Schedules, and has full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently proposed to be conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties and assets occupied, owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except in each case in (i) and (ii) above for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, has not and would not reasonably be expected to adversely affect Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect.

(b) Each of the Ulysses LLCs is an entity duly organized, validly existing and in good standing under the laws of Delaware and has full limited liability company power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except as has not and would not reasonably be expected to adversely affect Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect.

(c) Ulysses Holdings has heretofore made available to Tenet a complete and correct copy of the certificate of incorporation and bylaws or equivalent organizational documents, each as amended to the date of this Agreement, of Ulysses Holdings, its Subsidiaries and the Ulysses LLCs.

Section 4.2 Authority. Ulysses Holdings and each of the Ulysses LLCs each have full corporate or limited liability company power and authority to execute and deliver this Agreement

24

and each of the Ancillary Agreements to which it will be a party and, subject to the receipt of the Ulysses Stockholder Approval (which Ulysses Holdings acknowledges is to occur by execution of the Ulysses Stockholder Consent as promptly as practicable following the execution and delivery of this Agreement) and the corporate and limited liability company formalities necessary to consummate the Ulysses Reorganization (which Ulysses Holdings acknowledges are to occur in advance of the Ulysses Reorganization), to perform their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Ulysses Holdings and each of the Ulysses LLCs of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by each of Ulysses Holdings and each of the Ulysses LLCs of the transactions contemplated hereby and thereby, (excluding the Ulysses Reorganization, have been duly and validly authorized by the Board of Directors of Ulysses Holdings and the manager of the Ulysses LLCs, respectively, and, in the case of the Ulysses Reorganization, will be duly and validly authorized by the Board of Directors of Ulysses Holdings and the manager of the Ulysses LLCs, respectively, in advance of the Ulysses Reorganization. Except for the Ulysses Stockholder Approval and the corporate and limited liability company proceedings contemplated in connection with the Ulysses Reorganization, no other corporate or limited liability company proceedings on the part of Ulysses Holdings or the Ulysses LLCs are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. The Ulysses Stockholder Consent provides that it will be irrevocable upon delivery. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Ulysses Holdings or the Ulysses LLCs will be a party will have been, duly executed and delivered and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which any of Ulysses Holdings or the Ulysses LLCs will be a party will constitute, the legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 4.3 No Conflict; Required Filings and Consents.

(a) Except as set forth in Schedule 4.3 of the Ulysses Disclosure Schedules, the execution, delivery and performance by each of Ulysses Holdings and the Ulysses LLCs of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby, including the Ulysses Reorganization, do not and will not:

(i) violate any provision of the certificate of incorporation or bylaws of Ulysses Holdings or violate any provision of the certificates of formation or operating agreements of the Ulysses LLCs;

(ii) violate any Law applicable to Ulysses Holdings or its Subsidiaries or the Ulysses LLCs, or to the knowledge of Ulysses Holdings, any Ulysses Managed Facility, except as would not reasonably be expected to adversely affect such Person in any material respect;

25

(iii) conflict with, create a breach or default under, require any consent of or notice to or give to any third party any right of modification, acceleration or cancellation, or result in the creation of any lien, security interest, charge or encumbrance upon any property or right of Ulysses Holdings or its Subsidiaries or, to the knowledge of Ulysses Holdings, any Ulysses Managed Facility, pursuant to, any Contract, agreement, license, permit or other instrument to which it is a party or by which it or any of its properties, assets or rights may be bound, affected or benefited; or

(iv) allow the imposition of any fees or penalties or require the offering or making of any payment to a third party on the part of Ulysses Holdings or its Subsidiaries or result in any Encumbrance on any of the assets or properties of Ulysses Holdings, its Subsidiaries or NewCo,

except, in the case of clauses (iii) and (iv), for such occurrences which would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(b) The execution, delivery and performance by each of Ulysses Holdings and the Ulysses LLCs of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby, including the Ulysses Reorganization, do not and will not, require any consent or approval of, registration or filing with, or notice to any Governmental Authority, except for (i) any filings required to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) such filings as may be required under the DGCL with respect to the Ulysses Reorganization, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, (iv) any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not prevent, materially alter or materially delay any of the transactions contemplated by this Agreement or (v) any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

Section 4.4 Capitalization.

(a) Upon consummation of the Ulysses Reorganization, all authorized capital stock of Ulysses Holdings will consist of Ulysses Common Stock, and all issued and outstanding shares of Ulysses Common Stock will be held by the Ulysses LLCs.

(b) As of the date hereof, the authorized capital stock of Ulysses Holdings consists solely of 350,000,000 shares of common stock, par value $0.01 per share, of which 161,954,964 shares are issued and outstanding, and 20,000,000 shares of participating preferred stock, par value $0.01 per share, of which 17,986,634 shares are issued and outstanding. Upon delivery, in accordance with this Agreement, the Payout Spreadsheet will set forth a complete and accurate list of all record holders of the issued and outstanding capital stock of Ulysses Holdings following the Ulysses Restructuring, indicating the respective number of shares of capital stock of Ulysses Holdings held. Schedule 4.4 of the Ulysses Disclosure Schedules sets forth, for each of its Subsidiaries, as of the date of this Agreement, a materially true and correct listing of the amount of its authorized capital stock or other equity or ownership interests, the amount of its outstanding capital stock or other equity or ownership interests, and the record owners of its outstanding capital stock or other equity or ownership interests.

26

(c) Except as set forth in Schedule 4.4 of the Ulysses Disclosure Schedules or as contemplated by this Agreement or any Ancillary Agreement or the transactions described herein or therein, neither Ulysses Holdings nor any of its Subsidiaries has issued or agreed to issue any: (i) share of capital stock or other equity or ownership interest; (ii) option, warrant or interest convertible into or exchangeable or exercisable for the purchase of shares of capital stock or other equity or ownership interests; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of Ulysses Holdings or any of its Subsidiaries or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote, in each case of (i)-(iv) above, other than, in the case of Subsidiaries of Ulysses Holdings, any such items in the ordinary course of business. Each outstanding share of capital stock or other equity or ownership interest of Ulysses Holdings and its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and in the case of its Subsidiaries, except as set forth in Schedule 4.4 of the Ulysses Disclosure Schedules, each such share or other equity or ownership interest owned by Ulysses Holdings or another Subsidiary is owned free and clear of any Encumbrance. All of the aforesaid shares or other equity or ownership interests have been offered, sold and delivered by Ulysses Holdings or a Subsidiary in compliance with all applicable federal and state securities laws. Except for rights granted to NewCo under this Agreement or any Ancillary Agreement, there are no outstanding obligations of Ulysses Holdings or material outstanding obligations of any of its Subsidiaries to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued capital stock or other equity or ownership interests of Ulysses Holdings or any of its Subsidiaries. No shares of capital stock or other equity or ownership interests of Ulysses Holdings or any of its Subsidiaries have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the certificate of incorporation or bylaws or equivalent organizational documents of Ulysses Holdings or any of its Subsidiaries or any Contract to which Ulysses Holdings or any of its Subsidiaries is a party or by which Ulysses Holdings or any of its Subsidiaries is bound, except for such violations which would not reasonably be expected to adversely affect Ulysses Holdings or any of its Subsidiaries in any material respect.

(d) Schedule 4.4 of the Ulysses Disclosure Schedules contains a complete and accurate listing as of the date hereof of each Ulysses Managed Facility and the percentage of equity interests in each such Ulysses Managed Facility held by Ulysses Holdings or its Subsidiaries.

Section 4.5 Financial Statements; No Undisclosed Liabilities.

(a) True, complete and correct copies of the audited consolidated balance sheet of Ulysses Holdings and its Subsidiaries as at December 31, 2014 and December 31, 2013 and the related audited consolidated statements of income and changes in equity of United Surgical Partners International, Inc. (“Ulysses Public Filer”) and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Ulysses Public

27

Filer’s independent auditors (collectively referred to as the “Ulysses Financial Statements”) and the unaudited consolidated statement of income of Ulysses Public Filer and its Subsidiaries for the two-month period ended February 28, 2015 (collectively referred to as the “Ulysses Interim Financial Statements”) are attached hereto as Schedule 4.5(a) of the Ulysses Disclosure Schedules. Each of the Ulysses Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); and (ii) fairly present the consolidated financial position, results of operations and cash flows of Ulysses Holdings and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. From December 31, 2013 until the date of this Agreement, there has been no change in any accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of Ulysses Holdings or its Subsidiaries, except as required by GAAP or as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Each of the Ulysses Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Ulysses Public Filer and are derived from the books and records of Ulysses Public Filer, which books and records are the basis of the audited consolidated financial statements of Ulysses Public Filer and (ii) fairly present the financial condition and results of operations and cash flows of Ulysses Public Filer and its Subsidiaries as of the respective dates thereof and for the periods indicated therein, in each case of (i) and (ii), except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(b) There are no material liabilities or obligations of Ulysses Holdings or any of its Subsidiaries of any kind or nature that would be required by GAAP to be reflected on the audited consolidated balance sheet of Ulysses Holdings and its Subsidiaries as at December 31, 2014 (such balance sheet, the “Ulysses Balance Sheet”), other than (i) liabilities or obligations adequately reflected or reserved against in the Ulysses Balance Sheet or in the notes thereto and (ii) liabilities or obligations that were incurred since the date of the Ulysses Balance Sheet in the ordinary course of business consistent with past practice.

Section 4.6 Absence of Certain Changes or Events. Since the date of the Ulysses Balance Sheet and until the date hereof: (a) Ulysses Holdings and its Subsidiaries, and to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities have been conducted their businesses only in the ordinary course consistent with past practice; (b) there has not been any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Ulysses Material Adverse Effect; and (c) neither Ulysses Holdings nor any of its Subsidiaries has suffered any material loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance, except for such loss, damage, destruction or other casualty as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

Section 4.7 Compliance with Law; Permits.

(a) Since January 1, 2013, Ulysses Holdings and its Subsidiaries and, to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities, are and have been in compliance with all Laws applicable to them, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

28

(b) Ulysses Holdings and its Subsidiaries and, to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities, have all permits, licenses, certificates of need, certifications, provider numbers, and authorizations (collectively, the “Permits”) that are necessary to enable Ulysses Holdings and its Subsidiaries to own and to carry on the operations as presently conducted, and to receive private, state and federal government payment for furnishing ambulatory surgical services or hospital services as applicable, except for the failure to have such Permits which would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. The centers and hospitals owned or managed by Ulysses Holdings and its Subsidiaries are enrolled with Medicare as ambulatory surgery centers or hospitals, as applicable and have Part B supplier agreements in full force and effect except for the failure to be so enrolled or have such agreements which would not, individually or in the aggregate, reasonably be expect to have an adverse effect on Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect. The centers and hospitals bill for Medicare services under the respective Medicare supplier numbers assigned to each center or hospital by the Center for Medicare and Medicaid Services (“CMS”), and no other entity, ambulatory surgery center, hospital or location bills under the number assigned to a particular center, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Schedule 4.7(b) of the Ulysses Disclosure Schedules lists all of the Medicare and Medicaid provider numbers, license numbers, CONs and accreditations held by or used by Ulysses Holdings and its Subsidiaries. Ulysses Holdings, its Subsidiaries and the Ulysses Managed Facilities hold all Permits which are necessary to own, lease and operate its properties and to carry on its business in all respects as currently conducted, except for such Permits which if not held would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, and also lists all deficiency notices that have not been corrected and plans of correction that have not been completed or accepted by the relevant regulatory authority on or prior to the date of this Agreement. The Permits are valid and in full force and effect, and no material violations of any such Permits have occurred or been alleged in a writing by a Governmental Authority to have occurred, other than any surveys or deficiencies for which Ulysses Holdings, its Subsidiaries or the Ulysses Managed Facilities have submitted plans of correction that have been accepted or approved by the applicable Governmental Authority, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Furthermore, except as disclosed on Schedule 4.7(b) of the Ulysses Disclosure Schedules, no investigations or proceedings are pending or, to the knowledge of Ulysses Holdings or its Subsidiaries, threatened, that would have the effect of terminating, revoking, limiting, suspending, restricting, impairing or otherwise adversely affecting the Permits, including the transfer or renewal of any of the Permits, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Each physician investor in a center or hospital owned by Ulysses Holdings or its Subsidiaries is duly licensed and authorized to practice medicine in the applicable state of ownership, is a member in good standing on the medical staff of the applicable center. No Permit is held in the name of any employee, officer, director, stockholder, co-venturer, partner, agent or otherwise on behalf of Ulysses Holdings or any of its Subsidiaries, except for such Permits the failure to be held by Ulysses Holdings or any of its Subsidiaries which would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

Section 4.8 Litigation. There is no action, suit, investigation, complaint, demand, summons, subpoena, injunction, or other proceeding pending or, to the knowledge of Ulysses

29

Holdings, threatened by or against Ulysses Holdings, any of its Subsidiaries or any of the Ulysses Managed Facilities, any of their respective properties or assets, or any officer or director of Ulysses Holdings or any of its Subsidiaries (in such individual’s capacity as an officer or director of Ulysses Holdings or its Subsidiary), which, (a) involves any injunctive or equitable relief or criminal violations, (b) if determined or resolved adversely in accordance with the plaintiff’s or claimant’s demands, would be adverse to Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect, or (c) would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. There is no Order outstanding against Ulysses Holdings, any of its Subsidiaries or any of the Ulysses Managed Facilities, which impedes in any manner the ongoing operation of Ulysses Holdings or any of its Subsidiaries or any of the Ulysses Managed Facilities, or would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 4.9 Employee Benefit Plans.

(a) Ulysses Holdings has made available to Tenet a true and complete list of each material (i) “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) “multiemployer plans” (within the meaning of ERISA section 3(37)), and (iii) stock purchase, stock option, phantom stock or other equity-based plan, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other material employee benefit and compensation plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, written or oral, under which any current or former employee, director, independent contractor or consultant of Ulysses Holdings or its Subsidiaries (or any of their respective dependents) has any present or future right to compensation or benefits or Ulysses Holdings or its Subsidiaries has any present or future liability (contingent or otherwise). All such plans, agreements, programs, policies and arrangements, other than Multiemployer Plans shall be collectively referred to as the “Ulysses Plans.” With respect to each Ulysses Plan, Ulysses Holdings has made available to Tenet a current, accurate and complete copy thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination or opinion letter of the Internal Revenue Service (the “IRS”), if applicable, (iii) any summary plan description and summaries of material modifications thereto and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney’s response to an auditor’s request for information.

(b) With respect to the Ulysses Plans, except as disclosed in the Ulysses SEC Documents or to the extent that the inaccuracy of any of the representations set forth in this Section 4.9, individually or in the aggregate, has not been, and would not reasonably be expected to have a Ulysses Material Adverse Effect:

(i) each Ulysses Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA and the Code, no reportable event, as defined in section 4043 of ERISA, no prohibited transaction by Ulysses Holdings or any of its Subsidiaries or, to the knowledge of Ulysses Holdings, by any

30

Person who Ulysses Holdings has an obligation to indemnify, as described in section 406 of ERISA or section 4975 of the Code, or accumulated funding deficiency, as defined in section 302 of ERISA and 412 of the Code, has occurred with respect to any Ulysses Plan, and all contributions required to be made under the terms of any Ulysses Plan have been timely made; and

(ii) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the Pension Benefit Guaranty Corporation (the “PBGC”), the IRS or any other Governmental Authority or by any plan participant or beneficiary pending, or to the knowledge of Ulysses Holdings, threatened, relating to the Ulysses Plans or the assets of any of the trusts under any of the Ulysses Plans (other than routine claims for benefits).

(c) Each Ulysses Plan intended to be qualified under section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of such qualified status of such Ulysses Plan.

(d) Within the last year, neither Ulysses Holdings nor any of its Subsidiaries has received any material written or oral communication from the PBGC with respect to any Ulysses Plan subject to Title IV of ERISA.

(e) None of Ulysses Holdings or its ERISA Affiliates have any liability (contingent or otherwise) with respect to any plan subject to Title IV of ERISA or any “multiemployer plan” (as defined in section 3(37) of ERISA) (a “Multiemployer Plan”); and none of Ulysses Holdings, its Subsidiaries nor any ERISA Affiliates is required to contribute to any Multiemployer Plan or has incurred any liability to any Multiemployer Plan as a result of a complete, partial or mass withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full. Except as set forth on Schedule 4.9 of the Ulysses Disclosure Schedules none of the Ulysses Plans provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law).

(f) Except as set forth on Schedule 4.9 of the Ulysses Disclosure Schedules, none of the Ulysses Plans provide for payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined or occasioned by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby.

(g) Neither Ulysses Holdings nor any of its Subsidiaries is a party to any Ulysses Plan, Contract or other arrangement with respect to which the transactions contemplated by this Agreement could reasonably be expected, alone or in combination with any other events, to (i) result in the payment of any “excess parachute payments” within the meaning of section 280G of the Code, (ii) obligate it to make any payments that would be includible by any Person in gross income pursuant to section 457A of the Code, or (iii) obligate

31

it to make any payments that will not be fully deductible under section 162(m) of the Code. Neither Ulysses Holdings nor any of its Subsidiaries has any obligation to “gross up” any Tax incurred by any individual, including any Tax incurred pursuant to section 409A or 4999 of the Code.

(h) To the knowledge of Ulysses Holdings, each Ulysses Plan that is a “nonqualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has materially complied in form and operation with the requirements of section 409A of the Code as in effect from time-to-time.

Section 4.10 Labor and Employment Matters.

(a) Except as set forth on Schedule 4.10 of the Ulysses Disclosure Schedules, neither Ulysses Holdings nor any of its Subsidiaries is a party to or otherwise subject to any Contract or collective bargaining agreement with any labor organization or other employee representative body, and no such Contract or agreement is being negotiated by Ulysses Holdings or any of its Subsidiaries. No employee of Ulysses Holdings or any of its Subsidiaries is represented by any labor organization or other employee representative body. No petition for representation of any employees of Ulysses Holdings or any of its Subsidiaries has been filed with any Governmental Authority. No labor dispute or unfair labor practice charge or complaint is pending or, to the knowledge of Ulysses Holdings, has been threatened against Ulysses Holdings or any of its Subsidiaries, and there have been no such disputes, charges or complaints in the past three years, except for such disputes charges or complaints as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. There is no work slowdown or stoppage, picketing or strike pending, or to the knowledge of Ulysses Holdings, threatened, against Ulysses Holdings or any of its Subsidiaries, and there have been no such activities for the past three years, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. To the knowledge of Ulysses Holdings, there is no effort by or on behalf of any labor union or other employee representative body to organize any employees of Ulysses Holdings or any of its Subsidiaries, and there have been no such efforts for the past three years. No notice, consent or consultation obligations with respect to any employees of Ulysses Holdings or any of its Subsidiaries, or any labor organization or other employee representative body representing employees of Ulysses Holdings or any of its Subsidiaries, will be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby.

(b) Except as set forth on Schedule 4.10 of the Ulysses Disclosure Schedules, as of the date of hereof, (i) there is no Action pending (or, to the knowledge of Ulysses Holdings, threatened) by or before any Governmental Authority with respect to Ulysses Holdings or any of its Subsidiaries concerning employment-related matters and (ii) no current or former applicant, employee or independent contractor of Ulysses Holdings or any of its Subsidiaries has brought any Action (or, to the knowledge of Ulysses Holdings, has threatened to bring any Action) against or affecting Ulysses Holdings or any of its Subsidiaries.

32

Section 4.11 Title to, Sufficiency and Condition of Assets.

(a) Except as set forth on Schedule 4.11 of the Ulysses Disclosure Schedules or as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, (i) Ulysses Holdings and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including the assets reflected on the Ulysses Balance Sheet or acquired in the ordinary course of business since the date of the Ulysses Balance Sheet; (ii) the assets owned or leased by Ulysses Holdings and its Subsidiaries constitute all of the assets necessary for NewCo to carry on the businesses of Ulysses Holdings and its Subsidiaries as currently conducted; and (iii) none of the assets owned or leased by Ulysses Holdings or any of its Subsidiaries is subject to any Encumbrance, other than (w) purchase money security interests granted by Subsidiaries of Ulysses Holdings in the ordinary course of business, (x) liens for Taxes not yet past due and for which adequate reserves have been established in accordance with GAAP, (y) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of Ulysses Holdings or such Subsidiary consistent with past practice, and (z) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of Ulysses Holdings and its Subsidiaries as currently conducted.

(b) All tangible assets owned or leased by Ulysses Holdings or its Subsidiaries have been maintained in accordance with generally accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

Section 4.12 Real Property. Schedule 4.12 of the Ulysses Disclosure Schedules sets forth a true and complete list of all Ulysses Owned Real Property and all Ulysses Leased Real Property. Except as set forth in Schedule 4.12 of the Ulysses Disclosure Schedules, Ulysses Holdings and its Subsidiaries have (i) good and marketable title in fee simple to all Ulysses Owned Real Property and (ii) good and marketable leasehold title to all Ulysses Leased Real Property, in each case together with all plants, buildings, improvements and fixtures thereon, free and clear of all Encumbrances, except in the case of (i) and (ii) as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. No parcel of Ulysses Real Property is or is threatened to become subject to any governmental decree or order to be sold or is or is threatened to being condemned, expropriated or otherwise taken by any public authority, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. True and complete copies of all material leases and title documents (including all amendments) in respect of or affecting any Ulysses Real Property have been made available to Tenet.

Section 4.13 Taxes.

(a) Each of Ulysses Holdings and its Subsidiaries has accurately prepared and timely filed all income and other Returns required to be filed by it, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. All such Returns are accurate, complete and correct in all respects and no Return contains, or was required to contain (in order to avoid a penalty, and determined without regard to the effect of post-filing

33

disclosure), a disclosure statement under section 6662 of the Code or any predecessor provision or comparable provision of state, local or foreign Law, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. All transactions between Ulysses Holdings and any Related Party that is not a member of the U.S. federal consolidated income tax group of which Ulysses Holdings is the common parent are on arm’s length terms for purposes of the relevant transfer pricing Laws.

(b) Each of Ulysses Holdings and its Subsidiaries has timely paid all Taxes that have become due and payable (whether or not shown on a Return) and has adequately provided for in the Ulysses Financial Statements in accordance with GAAP, for all Taxes that have accrued but are not yet due or payable as of the dates thereof, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. The provisions for Taxes currently payable on the Ulysses Financial Statements are at least equal, as of the date thereof, to all unpaid Taxes of Ulysses Holdings and its Subsidiaries whether or not disputed.

(c) To Ulysses’ knowledge, no claim is being made by any taxing authority in any jurisdiction where Ulysses Holdings or any of its Subsidiaries does not file Returns that it is or may be subject to Tax by that jurisdiction. No extensions or waivers of statutes of limitations with respect to any open Returns have been given by or is presently being requested from Ulysses Holdings or any of its Subsidiaries.

(d) No claim for assessment or collection of Taxes is presently being asserted against Ulysses Holdings or a Subsidiary, there is no presently pending audit examination, request for information, refund, claim, litigation, proceedings, proposed adjustment or matter in controversy with respect to Taxes of or with respect to Ulysses Holdings or any Subsidiary, and Ulysses Holdings has no knowledge that any such action or proceeding is being contemplated. All material deficiencies asserted or assessments made against Ulysses Holdings or any of its Subsidiaries as a result of any examinations by any taxing authority since December 31, 2010 have been fully paid.

(e) There are no Encumbrances for Taxes, other than Encumbrances for current Taxes not yet due and payable, upon the assets of Ulysses Holdings or any of its Subsidiaries, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(f) Neither Ulysses Holdings nor any of its Subsidiaries is a party to or bound by any material tax indemnity, tax sharing, tax allocation or similar agreement other than any such agreement (i) as to which only Ulysses Holdings and its Subsidiaries are party; or (ii) customary Tax indemnifications contained in credit or other commercial lending agreements, stock or asset purchase agreements, or arrangements with landlords, lessors, customers and vendors.

(g) Neither Ulysses Holdings nor any of its Subsidiaries is a party to or bound by any closing agreement, offer in compromise or any other agreement with any taxing authority, except as would not, individually or in the aggregate have a Ulysses Material Adverse Effect.

34

(h) None of Ulysses Holdings or any of its Subsidiaries will be required to include any item of income, or exclude any item of deduction from taxable income, for any taxable period ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) closing agreement (as described in Code section 7121 or any similar provision of state, local or foreign legal requirements) executed on or prior to the Closing Date; (iii) “intercompany transaction” as defined in Treasury Regulations section 1.1502-13 (or any similar provision of state, local or foreign legal requirements); (iv) “excess loss account” as defined in Treasury Regulations section 1.1502-19 (or any similar provision of state, local or foreign legal requirements); (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amounts received on or prior to the Closing Date; or (vii) election under Code section 108(i), except in each case of (i) through (vii) as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(i) Neither Ulysses Holdings nor any of its Subsidiaries is, or has been, a United States real property holding corporation, as defined in section 897(c)(2) of the Code, during the applicable period specified in section 897(c)(1)(A) of the Code.

(j) Neither Ulysses Holdings nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in section 355 of the Code.

(k) Neither Ulysses Holdings nor any of its Subsidiaries has participated in any transaction which was or is a “tax shelter” transaction as defined in sections 6662, 6011, 6111 or 6112 of the Code, applicable regulations thereunder or other related guidance from the IRS. Neither Ulysses Holdings nor any of its Subsidiaries has engaged in any reportable transaction within the meaning of section 1.6011-4(b) of the Treasury Regulations.

Section 4.14 Intellectual Property. Schedule 4.14 of the Ulysses Disclosure Schedules sets forth a true and complete list of all material patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, and registered copyrights and applications for registration of copyrights owned by Ulysses Holdings or any of its Subsidiaries and used in Ulysses Holdings’ or any of its Subsidiaries’ businesses. To the knowledge of Ulysses Holdings, no claim has been asserted or threatened that the use or exploitation by Ulysses Holdings or any of its Subsidiaries of any Intellectual Property owned by Ulysses Holdings or any of its Subsidiaries infringes the Intellectual Property of any third party, except as would not, and would not reasonably be expected to individually or in the aggregate, have a Ulysses Material Adverse Effect.

Section 4.15 Environmental Matters.

(a) Except as have not had or would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, (i) each of Ulysses Holdings and its Subsidiaries are and have been in compliance with all applicable Environmental Laws and possess and are in compliance with all applicable Environmental Permits necessary to operate the business as presently operated; (ii) to the knowledge of Ulysses Holdings, no Hazardous Substances are or have been present, and there is and has been no Release or threatened Release of Hazardous

35

Substances nor any Remediation or corrective action of any kind relating thereto, on, in, at or under any properties (including any buildings, structures, improvements, soils or subsurface strata, surface water bodies or drainage ways, and ground waters thereof) currently or formerly owned, leased or operated by or for Ulysses Holdings or any of its Subsidiaries or any predecessor company; (iii) there is no pending or, to the knowledge of Ulysses Holdings, threatened investigation by any Governmental Authority, nor any pending or, to the knowledge of Ulysses Holdings, threatened Action with respect to Ulysses Holdings or any of its Subsidiaries relating to Hazardous Substances or otherwise under any Environmental Law.

(b) Neither the execution, delivery nor performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) require any notice to or consent of any Governmental Authority or other Person pursuant to any applicable Environmental Law or Environmental Permit or (ii) subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal, except in each case as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(c) For purposes of this Agreement:

(i) “Environmental Laws” means: any Laws of any Governmental Authority relating to (A) Releases or threatened Releases of Hazardous Substances or materials containing Hazardous Substances; (B) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or (C) pollution or protection of the environment, health, safety or natural resources.

(ii) “Environmental Permits” means all Permits required under any Environmental Law.

(iii) “Hazardous Substances” means: (A) those substances defined in or regulated under the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, and their state counterparts, as each may be amended from time to time, and all regulations thereunder; (B) medical waste, which includes pathological waste, blood, sharps, wastes from surgery, dialysis waste, cultures and stock of infectious agents and associated biological agents, contaminated equipment, laboratory waste and various other biological waste and discarded materials contaminated with or exposed to blood, excretion or secretions from human beings; (C) petroleum and petroleum products, including crude oil and any fractions thereof; (D) natural gas, synthetic gas, and any mixtures thereof; (E) lead, polychlorinated biphenyls, asbestos and radon; (F) any other pollutant or contaminant; and (G) any substance, material or waste regulated by any Governmental Authority pursuant to any Environmental Law.

(iv) “Release” has the meaning set forth in section 101(22) of CERCLA (42 U.S.C. § 9601(22)), but not subject to the exceptions in subsections (A) and (D) of 42 U.S.C. § 9601(22).

(v) “Remediation” means (A) any remedial action, remedy, response or removal action as those terms are defined in 42 U.S.C. § 9601, (B) any corrective action as that term has been construed pursuant to 42 U.S.C. § 6924, and (C) any measures or actions required or undertaken to investigate, assess, evaluate, monitor, or otherwise delineate the presence or Release of any Hazardous Substances in or into the environment or to prevent, clean up or minimize a Release or threatened release of Hazardous Substances.

36

Section 4.16 Ulysses Material Contracts.

(a) Except as set forth in Schedule 4.16(a) of the Ulysses Disclosure Schedules, neither Ulysses Holdings nor any of its Subsidiaries is a party to or is bound by any Contract (other than a Ulysses Plan) of the following nature (such Contracts as are required to be set forth in Schedule 4.16(a) of the Ulysses Disclosure Schedules being “Ulysses Material Contracts”):

(i) any Contract relating to or evidencing Indebtedness in excess of $2,500,000;

(ii) any Contract pursuant to which Ulysses Holdings or any of its Subsidiaries has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, including take-or-pay contracts or keepwell agreements, in excess of $2,500,000;

(iii) any Contract with any Related Party of Ulysses Holdings or any of its Subsidiaries, other than with Ulysses Holdings or any of its Subsidiaries;

(iv) any Contract that limits, or purports to limit, the ability of Ulysses Holdings or any of its Subsidiaries, or to the knowledge of Ulysses Holdings, any Ulysses Managed Facility, to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of Ulysses Holdings or any of its Subsidiaries, other than in non-binding letters of intent or confidentiality agreements, to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(v) any Contract that requires a consent as a result of consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise contains a provision relating to a “change of control” which would be triggered by consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements;

(vi) any joint venture Contract with a third-party (x) relating to the provision of services by Ulysses Holdings or its Subsidiaries which joint venture would be terminable by such third party upon, or as a consequence of, the consummation of the transactions contemplated by this Agreement or (y) with respect to any of the top ten health system partners (by 2014 revenue) of Ulysses Holdings;

37

(vii) any Contract with respect to any acquisition pursuant to which Ulysses Holdings or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $2,000,000;

(viii) any Contract for the purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, Ulysses Holdings or any of its Subsidiaries, in excess of $10,000,000;

(ix) any Contract relating to settlement of any administrative or judicial proceedings in excess of $1,000,000 within the past two years; and

(x) any other Contract (other than managed care contracts or third party payor contracts), whether or not made in the ordinary course of business that (A) involves a future or potential liability or receivable, as the case may be, in excess of $1,000,000 on an annual basis or in excess of $10,000,000 over the current Contract term, (B) is material to the business, operations, assets, financial condition, results of operations or prospects of Ulysses Holdings and its Subsidiaries, taken as a whole.

(b) Each Ulysses Material Contract is a legal, valid, binding and enforceable agreement and is in full force and effect and will continue to be in full force and effect on materially similar terms immediately following the Closing Date. None of Ulysses Holdings or any of its Subsidiaries or, to the knowledge of Ulysses Holdings, any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any (i) Ulysses Material Contract or (ii) other Contract that is a management or other similar or related agreement or other Contract between or among Ulysses Managed Facilities or any affiliate thereof, on the one hand, and Ulysses Holdings or any of its Subsidiaries, on the other hand (such Contracts described in this clause (b)(ii) the “Ulysses Management Contracts”), nor has Ulysses Holdings or any of its Subsidiaries received any claim of any such breach, violation or default, except for such breach, violation or default as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Ulysses Holdings has made available to Tenet true and complete copies of all Ulysses Material Contracts, including any amendments thereto.

Section 4.17 Affiliate Interests and Transactions. Except as set forth on Schedule 4.17 of the Ulysses Disclosure Schedules, there is no undisclosed agreement, arrangement or understanding between Ulysses Holdings or any Subsidiary or any of their Affiliates, or any of their respective officers, directors or employees or any family member thereof, nor any advances or other amounts owing to Ulysses Holdings or any of its Subsidiaries by any Related Party. No Related Party (a) owns any interest in any property, assets or rights used in the business of Ulysses Holdings (other than ownership of the equity interests in Ulysses Holdings and its Subsidiaries), or (b) is involved in any business dealings or transactions with Ulysses Holdings other than in the ordinary course of business at prevailing market terms and no such business dealings or transactions involve any material ongoing financial liability of Ulysses Holdings or any of its Subsidiaries.

38

Section 4.18 Regulatory Matters. Except as set forth on Schedule 4.18 of the Ulysses Disclosure Schedules:

(a) Ulysses Holdings and its Subsidiaries and the Ulysses Managed Facilities are in material compliance with all Laws applicable to Ulysses Holdings and its Subsidiaries, including but not limited to, Laws, formal guidance, CMS manuals, decrees and orders relating to environmental, occupational, and health standards, Medicare, Medicaid, TRICARE (and similar or related state programs), antitrust, monopoly, restraint of trade or unfair competition laws, in each case to the extent applicable, and, since January 1, 2011, neither Ulysses Holdings nor its Subsidiaries, have violated any such Laws, in each case except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Since January 1, 2011, neither Ulysses Holdings nor any of its Subsidiaries has received any written notice from a Governmental Authority to the effect that, or otherwise been advised by a Governmental Authority in writing that, Ulysses Holdings, any of its Subsidiaries nor any investor in its Subsidiaries is non-compliant with any applicable Law, and neither Ulysses Holdings nor any of its Subsidiaries reasonably expect that any existing circumstances are likely to result in a violation of any Law by Ulysses Holdings, its Subsidiaries, or investors in its Subsidiaries, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Neither Ulysses Holdings nor any of its Subsidiaries has knowingly submitted any false or fraudulent claim to any third party payor, and neither Ulysses Holdings nor any of its Subsidiaries has received any written notice from any third party payor for any allegation of a material overpayment, false claim or fraudulent billing practice by Ulysses Holdings or any of its Subsidiaries, except as would not, individually or in the aggregate, adversely affect Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect. All billing practices of Ulysses Holdings, its Subsidiaries and the Ulysses Managed Facilities, are in compliance with all applicable Laws, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, and Ulysses Holdings and its Subsidiaries have not knowingly billed for or received (by reason of impermissible billing practices) any payment or reimbursement, except as would not, individually or in the aggregate, adversely affect Ulysses Holdings and its Subsidiaries, taken as a whole, in any material respect. Since January 1, 2011, neither Ulysses Holdings nor any of its Subsidiaries, nor to the knowledge of Ulysses Holdings, any investor has, knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable anti-kickback law (including without limitation 42 U.S.C. § 1320a-7b(b)), except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. None of the ambulatory surgery centers owned by Ulysses Holdings or its Subsidiaries provide services included as “designated health services” under 42 U.S.C. 1395nn. Ulysses Holdings, its Subsidiaries and the Ulysses Managed Facilities have taken reasonable measures as reasonably necessary to ensure compliance with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended, HITECH, Title XIII of the American Recovery and Reinvestment Act of 2009 and all material state privacy laws with respect to sensitive personal information. Neither Ulysses Holdings nor any of its Subsidiaries or the Ulysses Managed Facilities (i) is a party to a Corporate Integrity Agreement with the office of the Inspector General of the Department of Health and Human Services; (ii) has any material reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority; or (iii) is, to the knowledge of Ulysses Holdings and its Subsidiaries, a defendant in any qui tam/false claims, or other regulatory investigation.

39

(b) Since January 1, 2011, neither Ulysses Holdings, any of its Subsidiaries nor, to the knowledge of Ulysses Holdings, any Ulysses Managed Facility, officer, director, employee or agent acting on behalf of or for the benefit of Ulysses Holdings or any of its Subsidiaries or the Ulysses Managed Facilities, has, directly or indirectly, (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors, referral sources or third-party payors to obtain business or payments from such person, other than in compliance with applicable Laws; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, referral source, third-party payor or any other person; and (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where the contribution, payment or gift is or was illegal under applicable Laws, except for each of (i), (ii) and (iii) as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(c) Since January 1, 2011, Ulysses Holdings and its Subsidiaries and to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities, have filed all reports required to be filed in connection with all Medicare, Medicaid programs and other federal and state health care reimbursement programs, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, and which reports are complete and correct in all respects, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. Ulysses Holdings and its Subsidiaries and the Ulysses Managed Facilities have received no written notice of, and to the knowledge of Ulysses Holdings, there are no claims, actions, payment reviews or, other than those that occur in the ordinary course of business or that are set forth in Schedule 4.18(c) of the Ulysses Disclosure Schedules, appeals pending or threatened by or before any commission, board or agency, including any intermediary or carrier, the Administrator of the CMS, or any applicable federal or state program, with respect to any Medicare or Medicaid claims filed by Ulysses Holdings and its Subsidiaries and to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities on or before the date hereof, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect. To the knowledge of Ulysses Holdings, no validation review or program integrity review related to Ulysses Holdings, any of its Subsidiaries or their respective facilities is pending with any commission, board or agency in connection with the Medicare, Medicaid or other federal or state health care reimbursement programs, and no such reviews are scheduled or, to the knowledge of Ulysses Holdings, threatened against or affecting Ulysses Holdings, any of its Subsidiaries or their respective facilities or the consummation of the transactions contemplated hereby, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

(d) None of the Ulysses Holdings’ or its Subsidiaries’ current directors, limited liability company managers, officers, employees, independent contractors, nor, to the knowledge of Ulysses Holdings, investors or any Ulysses Managed Facilities is or ever has been (i) debarred, excluded or suspended from participating in any federal health care program, (ii) subject to sanction, indicted or convicted of a crime, or pled nolo contendere or to

40

sufficient facts, in connection with any allegation of violation of any federal health care program requirement or healthcare Law, (iii) listed on the General Services Administrative published list of parties excluded from federal procurement programs and non-procurement programs, or (iv) designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury.

(e) Ulysses Holdings and its Subsidiaries and to the knowledge of Ulysses Holdings, the Ulysses Managed Facilities, maintain an effective voluntary compliance program to promote compliance with applicable Laws that is consistent with model compliance guidance issued by the United States Department of Health and Human Services Office of Inspector General and applicable Laws and regulations.

Section 4.19 Brokers. No broker, finder or agent is entitled to any fees or commissions in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of Ulysses Holdings or the Ulysses LLCs.

Section 4.20 Ulysses Reorganization. As of the Closing, Ulysses Holdings and the Ulysses LLCs will have no, and Tenet and NewCo will not become subject to any, liabilities, primary or secondary, direct or indirect, liquidated, absolute, determined, determinable, accrued, contingent or otherwise, arising out of, relating to, or in connection with the Ulysses Reorganization.

Section 4.21 Ulysses SEC Filings.

(a) Ulysses Holdings and its Subsidiaries have timely filed all reports, schedules, forms, registration statements and other documents required to be filed with the SEC since January 1, 2013 (together with any documents furnished during such period by Ulysses Holdings or any of its Subsidiaries to the SEC on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements and other documents filed with the SEC subsequent to the date hereof, collectively, the “Ulysses SEC Documents”). Each of the Ulysses SEC Documents, as amended prior to the date of this Agreement, complied (and each Ulysses SEC Document filed subsequent to the date hereof will comply) in all material respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the Securities and Exchange Act of 1934 applicable to such Ulysses SEC Documents, and none of the Ulysses SEC Documents when filed or furnished or, if amended prior to the date of this Agreement, as of the date of such amendment, contained, or with respect to the Ulysses SEC Documents filed subsequent to the date hereof, will contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) All of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the Ulysses SEC Documents (x) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and except in the case of such unaudited consolidated interim financial statements for the absence of notes and other presentation items) and (y) fairly present, in all material respects, the consolidated financial

41

position, results of operations and cash flows as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of such unaudited consolidated interim financial statements, to normal and recurring year-end adjustments.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF TENET

Except as (x) disclosed in the Tenet SEC Documents filed with or furnished to the SEC on or prior to the second Business Day preceding the date hereof and on or after January 1, 2013 that are publicly available one Business Day prior to the date hereof on the SEC’s Electronic Data Gathering, Analysis and Retrieval System (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature) or (y) set forth in the corresponding sections or subsections of the Tenet Disclosure Schedules attached hereto (collectively, the “Tenet Disclosure Schedules”; provided, that for the purposes of the representations and warranties of Tenet contained herein, disclosure in any section of the Tenet Disclosure Schedules of any facts or circumstances shall be deemed to be disclosure of such facts or circumstances with respect to all representations or warranties by Tenet to which the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on the face thereof), Tenet hereby represents and warrants to Ulysses Holdings and NewCo as follows:

Section 5.1 Organization and Qualification.

(a) Each of Tenet and the Tenet Contributed Companies is (i) an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization as set forth in Schedule 5.1(a) of the Tenet Disclosure Schedules, and has full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently proposed to be conducted and (ii) duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties and assets occupied, owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except in each case in (i) and (ii) above for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, has not and would not reasonably be expected to adversely affect the Tenet Contributed Business, taken as a whole, in any material respect.

(b) Tenet has heretofore made available to Ulysses Holdings a complete and correct copy of the certificate of incorporation and bylaws or equivalent organizational documents, each as amended to the date of this Agreement, of Tenet.

Section 5.2 Authority. Tenet has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Tenet of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by Tenet of the transactions contemplated hereby and thereby, including the

42

Tenet Reorganization, have been duly and validly authorized by all necessary corporate action. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Tenet will be a party will have been, duly executed and delivered and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which Tenet will be a party will constitute, the legal, valid and binding obligations of it, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 5.3 No Conflict; Required Filings and Consents.

(a) Except as set forth in Schedule 5.3 of the Tenet Disclosure Schedule, the execution, delivery and performance by Tenet of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby, including the Tenet Reorganization, do not and will not:

(i) violate any provision of the certificate of incorporation or bylaws of the Tenet Contributed Companies;

(ii) violate any Law applicable to the Tenet Contributed Business, or to the knowledge of Tenet, any Tenet Managed Facility, except as would not reasonably be expected to adversely affect such Person in any material respect;

(iii) conflict with, create a breach or default under, require any consent of or notice to or give to any third party any right of modification, acceleration or cancellation, or result in the creation of any lien, security interest, charge or encumbrance upon any property or right of the Tenet Contributed Companies, or to the knowledge of Tenet, any Tenet Managed Facility, pursuant to, any Contract, agreement, license, permit or other instrument to which it is a party or by which it or any of its properties, assets or rights may be bound, affected or benefited; or

(iv) allow the imposition of any fees or penalties or require the offering or making of any payment to a third party on the part of the Tenet Contributed Companies or its Subsidiaries or result in any Encumbrance on any of the assets or properties of the Tenet Contributed Business or NewCo,

except, in the case of clauses (iii) and (iv), for such occurrences which would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(b) The execution, delivery and performance by Tenet of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby, including the Tenet Reorganization, do not and will not, require any consent or approval of, registration or filing with, or notice to any Governmental Authority, except for (i) any filings required to be made under the HSR Act, (ii) any filings required to be made under applicable Laws in connection with the Tenet Reorganization, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, (iv) any consent, approval, authorization, permit, action, filing or

43

notification the failure of which to make or obtain would not prevent, materially alter or materially delay any of the transactions contemplated by this Agreement or (v) any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Section 5.4 Equity Interests.

(a) Schedule 5.4 of the Tenet Disclosure Schedules sets forth, for each of the Tenet Contributed Companies on the date of this Agreement, the amount of its authorized capital stock or other equity or ownership interests, the amount of its outstanding capital stock or other equity or ownership interests, and number of shares of its outstanding capital stock or other equity or ownership interests held by Tenet and its Subsidiaries as of the date hereof. Except as set forth in Schedule 5.4 of the Tenet Disclosure Schedules or as contemplated by this Agreement or any Ancillary Agreement or the transactions described herein or therein, none of the Tenet Contributed Companies has issued or agreed to issue any: (i) share of capital stock or other equity or ownership interest; (ii) option, warrant or interest convertible into or exchangeable or exercisable for the purchase of shares of capital stock or other equity or ownership interests; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of such Tenet Contributed Company or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote. Each outstanding share of capital stock or other equity or ownership interest of each Tenet Contributed Company is duly authorized, validly issued, fully paid and nonassessable, and, except as set forth in Schedule 5.4 of the Tenet Disclosure Schedules, each such share or other equity or ownership interest that is owned by Tenet is, free and clear of any Encumbrance. All of the aforesaid shares or other equity or ownership interests have been offered, sold and delivered by such Tenet Contributed Company in compliance with all applicable federal and state securities laws. Except for rights granted to NewCo under this Agreement or any Ancillary Agreement, there are no material outstanding obligations of any Tenet Contributed Company to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued capital stock or other equity or ownership interests of such Tenet Contributed Company. No shares of capital stock or other equity or ownership interests of any Tenet Contributed Company have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the certificate of incorporation or bylaws or equivalent organizational documents of such Tenet Contributed Company or any Contract to which such Tenet Contributed Company is a party or by which such Tenet Contributed Company is bound, except for such violations which would not reasonably be expected to adversely affect such Tenet Contributed Companies, in any material respect.

(b) Schedule 5.4 of the Tenet Disclosure Schedules contains a complete and accurate listing as of the date hereof of each Tenet Managed Facility and the percentage of equity interests in each such Tenet Managed Facility held by Tenet or its Subsidiaries. All such equity interests shall be owned by the Tenet Contributed Companies or their Subsidiaries as of the Closing.

44

Section 5.5 Financial Statements; No Undisclosed Liabilities.

(a) True, complete and correct copies of the unaudited consolidated balance sheet of the Tenet Contributed Business as at December 31, 2014 and the related unaudited consolidated statement of income of the Tenet Contributed Business (collectively referred to as the “Tenet Financial Statements”) and the unaudited consolidated statement of income of the Tenet Contributed Business for the two-month period ended February 28, 2015 (collective referred to as the “Tenet Interim Financial Statements”) are attached hereto as Schedule 5.5(a) of the Tenet Disclosure Schedules. Each of the Tenet Financial Statements fairly present, in all material respects, the consolidated financial position and results of operations of the Tenet Contributed Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. From December 31, 2014 until the date of this Agreement, there has been no material change in any accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of the Tenet Contributed Business, except as required by GAAP, or as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Each of Tenet Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Tenet and are derived from the books and records of Tenet, which books and records are the basis of the audited consolidated financial statements of Tenet and (ii) fairly present the financial condition and results of operations and cash flows of the Tenet Contributed Business as of the respective dates thereof and for the periods indicated therein, in each case of (i) and (ii), except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(b) There are no material liabilities or obligations of the Tenet Contributed Business or any of the Tenet Contributed Companies or any of their Subsidiaries of any kind or nature that would be required by GAAP to be reflected on the consolidated balance sheet included in the Tenet Financial Statements as at December 31, 2014 (such balance sheet, the “Tenet Balance Sheet”), other than (i) liabilities or obligations adequately reflected or reserved against in the Tenet Balance Sheet or in the notes thereto and (ii) liabilities or obligations that were incurred since the date of the Tenet Balance Sheet in the ordinary course of business consistent with past practice.

Section 5.6 Absence of Certain Changes or Events. Since the date of the Tenet Balance Sheet and until the date hereof: (a) the Tenet Contributed Business, and to the knowledge of Tenet, the Tenet Managed Facilities have been conducted only in the ordinary course consistent with past practice; (b) there has not been any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Tenet Material Adverse Effect; and (c) the Tenet Contributed Business has not suffered any material loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance, except for such loss, damage, destruction or other casualty as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Section 5.7 Compliance with Law; Permits.

(a) Since January 1, 2013, the Tenet Contributed Business and, to the knowledge of Tenet, the Tenet Managed Facilities, are and have been in compliance with all Laws applicable to them, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

45

(b) The Tenet Contributed Business and, to the knowledge of Tenet, the Tenet Managed Facilities, have all Permits, that are necessary to enable the Tenet Contributed Companies to own and to carry on the operations as presently conducted, and to receive private, state and federal government payment for furnishing ambulatory surgical services, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. The centers included in the Tenet Contributed Business are enrolled with Medicare as ambulatory surgery centers and have Part B supplier agreements in full force and effect, except as would not individually or in the aggregate have a Tenet Material Adverse Effect . The centers bill for Medicare services under the respective Medicare supplier numbers assigned to each center by CMS, and no other entity, ambulatory surgery center, or location bills under the number assigned to a particular center, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Schedule 5.7(b) of the Tenet Disclosure Schedules lists all of the Medicare and Medicaid provider numbers, license numbers, CONs and accreditations held by or used by the Tenet Contributed Business. The Tenet Contributed Business and the Tenet Managed Facilities hold all Permits which are necessary to own, lease and operate its properties and to carry on its business in all respects as currently conducted, except for such Permits which if not held would not, individually or in the aggregate, have a Tenet Material Adverse Effect, and also lists all deficiency notices that have not been corrected and plans of correction that have not been completed or accepted by the relevant regulatory authority on or prior to the date of this Agreement. The Permits are valid and in full force and effect, and no material violations of any such Permits have occurred or been alleged in a writing by a Governmental Authority to have occurred, other than any surveys or deficiencies for which the Tenet Contributed Companies or Tenet Managed Facilities have submitted plans of correction that have been accepted or approved by the applicable Governmental Authority, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Furthermore, except as disclosed on Schedule 5.7(b) of the Tenet Disclosure Schedules, no investigations or proceedings are pending or, to the knowledge of Tenet, threatened, that would have the effect of terminating, revoking, limiting, suspending, restricting, impairing or otherwise adversely affecting Permits, including the transfer or renewal of any of the Permits, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Each physician investor in a center included in the Tenet Contributed Business is duly licensed and authorized to practice medicine in the applicable state of ownership, is a member in good standing on the medical staff of the applicable center. No Permit is held in the name of any employee, officer, director, stockholder, co-venturer, partner, agent or otherwise on behalf of the Tenet Contributed Business, except for such Permits the failure to be held by the Tenet Contributed Business which would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Section 5.8 Litigation. There is no action, suit, investigation, complaint, demand, summons, subpoena, injunction, or other proceeding pending or, to the knowledge of Tenet, threatened by or against the Tenet Contributed Business, or any of the Tenet Managed Facilities, any of their properties or assets, or any officer or director of the Tenet Contributed Companies (in such individual’s capacity as an officer or director of the Tenet Contributed Companies), which, (a) involves any injunctive or equitable relief or criminal violations, (b) if determined or

46

resolved adversely in accordance with the plaintiff’s or claimant’s demands, would be adverse to the Tenet Contributed Business, taken as a whole, in any material respect or (c) would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. There is no Order outstanding against the Tenet Contributed Business or any of the Tenet Managed Facilities, which impedes in any manner the ongoing operation of the Tenet Contributed Business or any of the Tenet Managed Facilities, or would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 5.9 Employee Benefit Plans.

(a) Tenet has made available to Ulysses Holdings a true and complete list of each material (i) “employee benefit plan” (within the meaning of ERISA, section 3(3)), (ii) “multiemployer plans” (within the meaning of ERISA section 3(37)), and (iii) stock purchase, stock option, phantom stock or other equity-based plan, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other material employee benefit and compensation plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, written or oral, under which any current or former employee, director, independent contractor or consultant of the Tenet Contributed Companies (or any of their respective dependents) has any present or future right to compensation or benefits or the Tenet Contributed Companies has any present or future liability (contingent or otherwise). All such plans, agreements, programs, policies and arrangements, other than Multiemployer Plans shall be collectively referred to as the “Tenet Plans.” With respect to each Tenet Plan, Tenet has made available to Ulysses Holdings a current, accurate and complete copy thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination or opinion letter of the IRS, if applicable, (iii) any summary plan description and summaries of material modifications thereto and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney’s response to an auditor’s request for information.

(b) With respect to the Tenet Plans, except as disclosed in the Tenet SEC Documents or to the extent that the inaccuracy of any of the representations set forth in this Section 5.9, individually or in the aggregate, has not been, and would not reasonably be expected to have a Tenet Material Adverse Effect:

(i) each Tenet Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA and the Code, and no reportable event, as defined in section 4043 of ERISA, no prohibited transaction by the Tenet Contributed Business or, to the knowledge of Tenet, by any Person who the Tenet Contributed Business has an obligation to indemnify, as described in section 406 of ERISA or section 4975 of the Code, or accumulated funding deficiency, as defined in section 302 of ERISA and 412 of the Code, has occurred with respect to any Tenet Plan, and all contributions required to be made under the terms of any Tenet Plan have been timely made; and

47

(ii) there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the PBGC, the IRS or any other Governmental Authority or by any plan participant or beneficiary pending, or to the knowledge of Tenet, threatened, relating to the Tenet Plans or the assets of any of the trusts under any of the Tenet Plans (other than routine claims for benefits).

(c) Each Tenet Plan intended to be qualified under section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred since the date of such letter that would reasonably be expected to cause the loss of such qualified status of such Tenet Plan.

(d) Within the last year, the Tenet Contributed Business has not received any material written or oral communication from the PBGC with respect to any Tenet Plan subject to Title IV of ERISA.

(e) Neither the Tenet Contributed Business nor its ERISA Affiliates have any liability (contingent or otherwise) with respect to any plan subject to Title IV of ERISA or any Multiemployer Plan and neither the Tenet Contributed Companies, nor any ERISA Affiliates is required to contribute to any Multiemployer Plan or has incurred any liability to any Multiemployer Plan as a result of a complete, partial or mass withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full. Except as set forth on Schedule 5.9 of the Tenet Disclosure Schedules, none of the Tenet Plans provides health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state Law).

(f) Except as set forth on Schedule 5.9 of the Tenet Disclosure Schedules, none of the Tenet Plans provide for payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined or occasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby.

(g) The Tenet Contributed Business is not party to any Tenet Plan, Contract or other arrangement with respect to which the transactions contemplated by this Agreement could reasonably be expected, alone or in combination with any other events, to (i) result in the payment of any “excess parachute payments” within the meaning of section 280G of the Code, (ii) obligate it to make any payments that would be includible by any Person in gross income pursuant to section 457A of the Code, or (iii) obligate it to make any payments that will not be fully deductible under section 162(m) of the Code. The Tenet Contributed Business has no obligation to “gross up” any Tax incurred by any individual, including any Tax incurred pursuant to section 409A or 4999 of the Code.

(h) To the knowledge of Tenet, each Tenet Plan that is a “nonqualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has materially complied in form and operation with the requirements of section 409A of the Code as in effect from time to time.

48

Section 5.10 Labor and Employment Matters.

(a) Except as set forth on Schedule 5.10 of the Tenet Disclosure Schedules, none of the Tenet Contributed Companies is a party to or otherwise subject to any Contract or collective bargaining agreement with any labor organization or other employee representative body, and no such Contract or agreement is being negotiated by the Tenet Contributed Companies. No employee of the Tenet Contributed Business is represented by any labor organization or other employee representative body. No petition for representation of any employees of the Tenet Contributed Business has been filed with any Governmental Authority. No labor dispute or unfair labor practice charge or complaint is pending or, to the knowledge of Tenet, has been threatened against any of the Tenet Contributed Companies, and there have been no such disputes, charges or complaints in the past three years, except for such disputes charges or complaints as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. There is no work slowdown or stoppage, picketing or strike pending, or to the knowledge of Tenet, threatened, against any of the Tenet Contributed Companies, and there have been no such activities for the past three years, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. To the knowledge of Tenet, there is no effort by or on behalf of any labor union or other employee representative body to organize any employees of the Tenet Contributed Business, and there have been no such efforts for the past three years. No notice, consent or consultation obligations with respect to any employees of the Tenet Contributed Business, or any labor organization or other employee representative body representing employees of the Tenet Contributed Business, will be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby.

(b) Except as set forth on Schedule 5.10 of the Tenet Disclosure Schedules, as of the date of hereof, (i) there is no Action pending (or, to the knowledge of Tenet, threatened) by or before any Governmental Authority with respect to the Tenet Contributed Business concerning employment-related matters and (ii) no current or former applicant, employee or independent contractor of the Tenet Contributed Business has brought any Action (or, to the knowledge of Tenet, has threatened to bring any Action) against or affecting the Tenet Contributed Business.

Section 5.11 Title to, Sufficiency and Condition of Assets.

(a) Except as set forth on Schedule 5.11 of the Tenet Disclosure Schedules or as would not, individually or in the aggregate, have a Tenet Material Adverse Effect, (i) the Tenet Contributed Business has good and valid title to or a valid leasehold interest in all of their assets, including the assets reflected on the Tenet Balance Sheet or acquired in the ordinary course of business since the date of the Tenet Balance Sheet; (ii) the assets owned or leased by the Tenet Contributed Business constitute all of the assets necessary for NewCo to carry on the Tenet Contributed Business as currently conducted; and (iii) none of the assets owned or leased by the Tenet Contributed Business is subject to any Encumbrance, other than (w) purchase money security interests granted by the Tiger Contributed Business in the ordinary course of business, (x) liens for Taxes not yet past due and for which adequate reserves have been established in accordance with GAAP, (y) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of the Tenet Contributed Business consistent with past practice, and (z) any such matters of record,

49

Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Tenet Contributed Business as currently conducted, taken as a whole.

(b) All tangible assets owned or leased by the Tenet Contributed Business have been maintained in accordance with generally accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Section 5.12 Real Property. Schedule 5.12 of the Tenet Disclosure Schedules sets forth a true and complete list of all Tenet Owned Real Property and Tenet Leased Real Property. Except as set forth in Schedule 5.12 of the Tenet Disclosure Schedules, the Tenet Contributed Business has (i) good and marketable title in fee simple to all Tenet Owned Real Property and (ii) good and marketable leasehold title to all Tenet Leased Real Property, in each case together with all plants, buildings, improvements and fixtures thereon, free and clear of all Encumbrances, except in the case of (i) and (ii) as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. No parcel of Tenet Real Property is or is threatened to become subject to any governmental decree or order to be sold or is or is threatened to being condemned, expropriated or otherwise taken by any public authority, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. True and complete copies of all material leases and title documents (including all amendments) in respect of or affecting any Tenet Real Property have been made available to Ulysses Holdings.

Section 5.13 Taxes.

(a) Each of the Tenet Contributed Companies has accurately prepared and timely filed all income and other Returns required to be filed by it, and all other income and other material Returns relating to the Tenet Contributed Business have been accurately prepared and timely filed, except, in each case, as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. All such Returns are accurate, complete and correct in all respects and no Return contains, or was required to contain (in order to avoid a penalty, and determined without regard to the effect of post-filing disclosure), a disclosure statement under section 6662 of the Code or any predecessor provision or comparable provision of state, local or foreign Law, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. All transactions between any Tenet Contributed Company and any Related Party that is not a member of the U.S. federal consolidated income tax group of which such Tenet Contributed Company is also a member are on arm’s length terms for purposes of the relevant transfer pricing Laws.

(b) Each Tenet Contributed Company has timely paid all Taxes that have become due and payable (whether or not shown on a Return) and has adequately provided for in the Tenet Financial Statements in accordance with GAAP, for all Taxes that have accrued but are not yet due or payable as of the dates thereof, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. The provisions for Taxes currently payable on the Tenet Financial Statements are at least equal, as of the date thereof, to all unpaid Taxes of the Tenet Contributed Companies, whether or not disputed.

50

(c) To Tenet’s knowledge, no claim is being made by any taxing authority in any jurisdiction where a Tenet Contributed Company does not file Returns that such Tenet Contributed Company is or may be subject to Tax by that jurisdiction. No extensions or waivers of statutes of limitations with respect to any open Returns have been given by or is presently being requested from any Tenet Contributed Company.

(d) No claim for assessment or collection of Taxes is presently being asserted against any Tenet Contributed Company, there is no presently pending audit examination, request for information, refund, claim, litigation, proceedings, proposed adjustment or matter in controversy with respect to Taxes of or with respect to any Tenet Contributed Company, and Tenet has no knowledge that any such action or proceeding is being contemplated. All material deficiencies asserted or assessments made against any Tenet Contributed Company as a result of any examinations by any taxing authority since December 31, 2010 have been fully paid.

(e) There are no Encumbrances for Taxes, other than Encumbrances for current Taxes not yet due and payable, upon the assets of any Tenet Contributed Company, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(f) No Tenet Contributed Company is a party to or bound by any material tax indemnity, tax sharing, tax allocation or similar agreement other than any such agreement (i) as to which only Tenet Contributed Companies are parties; or (ii) customary Tax indemnifications contained in credit or other commercial lending agreements, stock or asset purchase agreements, or arrangements with landlords, lessors, customers and vendors.

(g) No Tenet Contributed Company is a party to or bound by any closing agreement, offer in compromise or any other agreement with any taxing authority, except as would not, individually or in the aggregate have a Tenet Material Adverse Effect.

(h) No Tenet Contributed Company will be required to include any item of income, or exclude any item of deduction from taxable income, for any taxable period ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) closing agreement (as described in Code section 7121 or any similar provision of state, local or foreign legal requirements) executed on or prior to the Closing Date; (iii) “intercompany transaction” as defined in Treasury Regulations section 1.1502-13 (or any similar provision of state, local or foreign legal requirements); (iv) “excess loss account” as defined in Treasury Regulations section 1.1502-19 (or any similar provision of state, local or foreign legal requirements); (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amounts received on or prior to the Closing Date; or (vii) election under Code section 108(i), except in each case of (i) through (vii) as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(i) No Tenet Contributed Company is, or has been, a United States real property holding corporation, as defined in section 897(c)(2) of the Code, during the applicable period specified in section 897(c)(1)(A) of the Code.

51

(j) No Tenet Contributed Company has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in section 355 of the Code.

(k) No Tenet Contributed Company has participated in any transaction which was or is a “tax shelter” transaction as defined in sections 6662, 6011, 6111 or 6112 of the Code, applicable regulations thereunder or other related guidance from the IRS. No Tenet Contributed Company has engaged in any reportable transaction within the meaning of section 1.6011-4(b) of the Treasury Regulations.

Section 5.14 Intellectual Property. Schedule 5.14 of the Tenet Disclosure Schedules sets forth a true and complete list of all material patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, and registered copyrights and applications for registration of copyrights owned by the Tenet Contributed Companies and used in the Tenet Contributed Business. To the knowledge of Tenet, no claim has been asserted or threatened that the use or exploitation by the Tenet Contributed Business of any Intellectual Property owned by Tenet Contributed Business infringes the Intellectual Property of any third party, except as would not, and would not reasonably be expected to individually or in the aggregate, have a Tenet Material Adverse Effect.

Section 5.15 Environmental Matters.

(a) Except as have not had or would not, individually or in the aggregate, have a Tenet Material Adverse Effect, (i) the Tenet Contributed Business is and has been in compliance with all applicable Environmental Laws and possess and are in compliance with all applicable Environmental Permits necessary to operate the business as presently operated; (ii) to the knowledge of Tenet, no Hazardous Substances are or have been present, and there is and has been no Release or threatened Release of Hazardous Substances nor any Remediation or corrective action of any kind relating thereto, on, in, at or under any properties (including any buildings, structures, improvements, soils or subsurface strata, surface water bodies or drainage ways, and ground waters thereof) currently or formerly owned, leased or operated by or for the Tenet Contributed Business or any predecessor company; (iii) there is no pending or, to the knowledge of Tenet, threatened investigation by any Governmental Authority, nor any pending or, to the knowledge of Tenet, threatened Action with respect to the Tenet Contributed Business relating to Hazardous Substances or otherwise under any Environmental Law.

(b) Neither the execution, delivery nor performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) require any notice to or consent of any Governmental Authority or other Person pursuant to any applicable Environmental Law or Environmental Permit or (ii) subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal, except in each case as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

52

Section 5.16 Tenet Material Contracts.

(a) Except as set forth in Schedule 5.16(a) of the Tenet Disclosure Schedules, the Tenet Contributed Business is not a party to or bound by any Contract (other than a Tenet Plan) of the following nature (such Contracts as are required to be set forth in Schedule 5.16(a) of the Tenet Disclosure Schedules being “Tenet Material Contracts”):

(i) any Contract relating to or evidencing Indebtedness in excess of $1,000,000;

(ii) any Contract pursuant to which the Tenet Contributed Business or the Tenet Contributed Companies or any of their Subsidiaries has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, including take-or-pay contracts or keepwell agreements, in excess of $1,000,000;

(iii) any Contract with any Related Party of the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries, other than with other Tenet Contributed Companies or their Subsidiaries;

(iv) any Contract that limits, or purports to limit, the ability of the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries, other than in non-binding letters of intent or confidentiality agreements, to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(v) any Contract that requires a consent as a result of consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise contains a provision relating to a “change of control” which would be triggered by consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements;

(vi) any joint venture Contract with a third-party relating to the provision of services by the Tenet Contributed Business which joint venture would be terminable by such third party upon, or as a consequence of, the consummation of the transactions contemplated by this Agreement;

(vii) any Contract with respect to any acquisition pursuant to which the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $2,000,000;

(viii) any Contract for the purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, the Tenet Contributed Business, in excess of $5,000,000;

53

(ix) any Contract relating to settlement of any administrative or judicial proceedings in excess of $750,000 within the past two years; and

(x) any other Contract (other than managed care contracts or third party payor contracts), whether or not made in the ordinary course of business that (A) involves a future or potential liability or receivable, as the case may be, in excess of $500,000 on an annual basis or in excess of $3,000,000 over the current Contract term, (B) is material to the business, operations, assets, financial condition, results of operations or prospects of the Tenet Contributed Business, taken as a whole.

(b) Each Tenet Material Contract is a legal, valid, binding and enforceable agreement and is in full force and effect and will continue to be in full force and effect on materially similar terms immediately following the Closing Date. Neither the Tenet Contributed Business nor, to the knowledge of Tenet, any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any (i) Tenet Material Contract, or (ii) other Contract that is a management or other similar or related agreement or other Contract between or among Tenet Managed Facilities or any affiliate thereof, on the one hand, and the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries, on the other hand (such Contracts described in this clause (b)(ii) the “Tenet Management Contracts”), nor has the Tenet Contributed Business, the Tenet Contributed Companies or any of their Subsidiaries received any claim of any such breach, violation or default, except for such breach, violation or default as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Tenet has made available to Ulysses Holdings true and complete copies of all Tenet Material Contracts, including any amendments thereto.

Section 5.17 Affiliate Interests and Transactions. There is no undisclosed agreement, arrangement or understanding between the Tenet Contributed Business and Tenet or any Affiliate thereof, or any of their respective officers, directors or employees or any family member thereof, nor any advances or other amounts owing to the Tenet Contributed Business by any Related Party. No Related Party (a) owns any interest in any property, assets or rights used in the Tenet Contributed Business (other than ownership of the equity interests in the Tenet Contributed Companies), or (b) is involved in any business dealings or transactions with the Tenet Contributed Business, in each case other than in the ordinary course of business at prevailing market terms and no such business dealings or transactions involve any material ongoing financial liability of the Tenet Contributed Companies.

Section 5.18 Regulatory Matters. Except as set forth on Schedule 5.18 of the Tenet Disclosure Schedules:

(a) The Tenet Contributed Business and the Tenet Manages Facilities are in material compliance with all Laws applicable to the Tenet Contributed Business, including but not limited to, Laws, formal guidance, CMS manuals, decrees and orders relating to environmental, occupational, and health standards, Medicare, Medicaid, TRICARE (and

54

similar or related state programs), antitrust, monopoly, restraint of trade or unfair competition laws, in each case to the extent applicable, and, since January 1, 2011, none of the Tenet Contributed Companies has violated any such Laws, in each case except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Since January 1, 2011, the Tenet Contributed Business has not received any written notice from a Governmental Authority to the effect that, or otherwise been advised by a Governmental Authority in writing that, the Tenet Contributed Business is non-compliant with any applicable Law, and Tenet does not reasonably expect that any existing circumstances are likely to result in a violation of any Law by the Tenet Contributed Business, except as would not, individually or in the aggregate have a Tenet Material Adverse Effect. The Tenet Contributed Business has not knowingly submitted any false or fraudulent claim to any third party payor, has not received any written notice from any third party payor for any allegation of a material overpayment, false claim or fraudulent billing practice by the Tenet Contributed Business, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. All billing practices of the Tenet Contributed Business and the Tenet Managed Facilities are in compliance with all applicable Laws, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect, and the Tenet Contributed Business has not knowingly billed for or received (by reason of impermissible billing practices) any payment or reimbursement, except as would not, individually or in the aggregate, adverse affect the Tenet Contributed Business, taken as a whole, in any material respect. Since January 1, 2011, the Tenet Contributed Companies have not, nor to Tenet Contributed Companies’ knowledge, no investor has, knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable anti-kickback law (including without limitation 42 U.S.C. § 1320a-7b(b)), except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. None of the ambulatory surgery centers comprising part of the Tenet Contributed Business provide services included as “designated health services” under 42 U.S.C. 1395nn. The Tenet Contributed Business and the Tenet Managed Facilities have taken reasonable measures as reasonably necessary to ensure compliance with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended, HITECH, Title XIII of the American Recovery and Reinvestment Act of 2009 and all material state privacy laws with respect to sensitive personal information. No Tenet Contributed Company or Tenet Managed Facility (i) is a party to a Corporate Integrity Agreement with the office of the Inspector General of the Department of Health and Human Services; (ii) has any material reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority; or (iii) is, to the knowledge of Tenet and its Subsidiaries, a defendant in any qui tam/false claims, or other regulatory investigation.

(b) Since January 1, 2011, neither the Tenet Contributed Companies nor, to the knowledge of Tenet, any Tenet Managed Facility, officer, director, employee or agent acting on behalf of or for the benefit of Tenet or any of its Subsidiaries or the Tenet Managed Facilities, has, directly or indirectly, (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors, referral sources or third-party payors to obtain business or payments from such person, other than in compliance with applicable Laws; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any

55

customer or potential customer, supplier or potential supplier, contractor, referral source, third-party payor or any other person; and (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where the contribution, payment or gift is or was illegal under applicable Laws, except for each of (i), (ii) and (iii) as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(c) Since January 1, 2011, the Tenet Contributed Business and to the knowledge of Tenet, the Tenet Managed Facilities, have filed all reports required to be filed in connection with all Medicare, Medicaid programs and other federal and state health care reimbursement programs, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect, and which reports are complete and correct in all respects, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. The Tenet Contributed Business and to the knowledge of Tenet, the Tenet Managed Facilities, have received no written notice of, and to the knowledge of Tenet, there are no claims, actions, payment reviews or, other than those that occur in the ordinary course of business or that are set forth in Schedule 5.18(c) of the Tenet Disclosure Schedules, appeals pending or threatened by or before any commission, board or agency, including any intermediary or carrier, the Administrator of the CMS, or any applicable federal or state program, with respect to any Medicare or Medicaid claims filed by the Tenet Contributed Business, and to the knowledge of Tenet, the Tenet Managed Facilities, on or before the date hereof, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. To the knowledge of Tenet, no validation review or program integrity review related to the Tenet Contributed Business is pending with any commission, board or agency in connection with the Medicare, Medicaid or other federal or state health care reimbursement programs, and no such reviews are scheduled or, to the knowledge of Tenet, threatened against or affecting the Tenet Contributed Business or the consummation of the transactions contemplated hereby, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

(d) None of Tenet’s or its Subsidiaries’ current directors, limited liability company managers, officers, employees, independent contractors, nor to Tenet’s or its Subsidiaries’ knowledge, investors or any Tenet Managed Facility is or ever has been (i) debarred, excluded or suspended from participating in any federal health care program, (ii) subject to sanction, indicted or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any federal health care program requirement or healthcare Law, (iii) listed on the General Services Administrative published list of parties excluded from federal procurement programs and non-procurement programs, or (iv) designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury.

(e) Tenet and its Subsidiaries and to the knowledge of Tenet, the Tenet Managed Facilities, maintain an effective voluntary compliance program to promote compliance with applicable Laws that is consistent with model compliance guidance issued by the United States Department of Health and Human Services Office of Inspector General and applicable Laws and regulations.

56

Section 5.19 Brokers. No broker, finder or agent is entitled to any fees or commissions in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of Tenet or the Tenet Contributed Business.

Section 5.20 Tenet Reorganization. As of the Closing, the Tenet Contributed Companies will have no, and NewCo, the Ulysses LLCs and Ulysses Holdings will not become subject to any, liabilities, primary or secondary, direct or indirect, liquidated, absolute, determined, determinable, accrued, contingent or otherwise, arising out of, relating to, or in connection with the Tenet Reorganization.

Section 5.21 Financial Capability. Tenet will have, as of the Closing, sufficient cash to make the payments required by it under Article III and to pay its fees and expenses hereunder.

Section 5.22 Contributed Liabilities. As of the Closing, the only liabilities and obligations Tenet shall have intended to convey as part of the Tenet Contributed Companies shall be such liabilities and obligations as are arising from, related to and with respect to the Tenet Contributed Business.

Section 5.23 NewCo. NewCo is an entity newly-formed by Tenet for the purposes of entry into this Agreement and the Ancillary Agreements to which it is a party and participating in the transactions contemplated hereby and thereby, and (x) at no time prior to the Closing has had any assets, liabilities or business operations, except for its rights and obligations under this Agreement and (y) as of the Closing shall only have the assets, liabilities and business operations contemplated by this Agreement and the Ancillary Agreements.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF NEWCO

Section 6.1 Organization. NewCo is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has full corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 6.2 Authority. NewCo has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by NewCo of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by NewCo of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of NewCo. No other corporate proceedings on the part of NewCo are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and upon their execution each of the Ancillary Agreements to which NewCo will be a party will have been, duly executed and delivered by NewCo and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which NewCo will be a party will constitute, the legal, valid and binding obligation of NewCo, enforceable against NewCo in accordance with their respective terms.

57

Section 6.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by NewCo of this Agreement and each of the Ancillary Agreements to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(i) conflict with or violate the certificate of incorporation or bylaws of NewCo;

(ii) conflict with or violate any Law applicable to NewCo; or

(iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under or require any consent of any Person pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which NewCo is a party; except for any such conflicts, violations, breaches, defaults or other occurrences that do not, individually or in the aggregate, materially impair the ability of NewCo to consummate, or prevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so.

(b) NewCo is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by NewCo of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act, and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.

Section 6.4 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of NewCo.

ARTICLE VII

COVENANTS

Section 7.1 Conduct of Business Prior to the Contribution Closing. During the period from the date of this Agreement to the Closing, except as expressly contemplated by this Agreement, except as specifically set forth in Schedule 7.1 of the Ulysses Disclosure Schedules or Schedule 7.1 of the Tenet Disclosure Schedules, as applicable, and except with the prior consent of Tenet or Ulysses Holdings, as applicable, (which consent shall not be unreasonably withheld, conditioned or delayed), Ulysses Holdings shall, and shall cause each of its Subsidiaries, and Tenet shall cause the Tenet Contributed Companies and the Tenet Contributed Business, to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either Ulysses Holdings or Tenet to obtain any necessary approvals of any regulatory agency or other Governmental Authority required for the transactions contemplated hereby or to consummate the transactions contemplated hereby.

58

Section 7.2 Ulysses Holdings Forbearances.Without limiting the generality of Section 7.1, during the period from the date of this Agreement until the Effective Time, except as set forth in Schedule 7.2 of the Ulysses Disclosure Schedules and except as required by Law or as expressly contemplated by this Agreement (including with respect to the Ulysses Reorganization), Ulysses Holdings will not, and will not permit any of its Subsidiaries to, without the prior written consent of Tenet:

(a) amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents, except for amendments to any such organizational documents of Subsidiaries of Ulysses Holdings that are entered into in the ordinary course of business consistent with past practice;

(b) issue, sell, pledge, transfer, dispose of or otherwise subject to any Encumbrance (i) any shares of capital stock of Ulysses Holdings or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in Ulysses Holdings or any of its Subsidiaries, other than any (x) issuances or sales of equity from Subsidiaries of Ulysses Holdings to Ulysses Holdings or other Subsidiaries of Ulysses Holdings or in connection with the hiring of any new employees at Ulysses Holdings or any of its Subsidiaries or any Ulysses Managed Facility consistent with past practices or (y) issuances upon the exercise or conversion of options, warrants, convertible securities or other rights of any kind to acquire equity interests or (ii) any properties or assets of Ulysses Holdings or any of its Subsidiaries other than (x) sales or transfers of inventory in the ordinary course of business consistent with past practice, (y) the disposition of equipment or other assets in connection with the relocation or closure of a facility or (z) the sale or disposition of properties or assets not to exceed $5,000,000 in the aggregate;

(c) directly or indirectly (x) acquire or agree to acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, other than for acquisitions (i) pursuant to Ulysses Material Contracts existing as of the date hereof, of interests in Subsidiaries of Ulysses Holdings, Ulysses Managed Facilities or any other Person in which Ulysses Holdings or any of its Subsidiaries or any joint ventures to which either is a party and has an interest as of the date hereof, and (ii) any acquisitions of Persons in the Acquisition Pipeline of Ulysses Holdings or Additional Acquisitions, or (y) enter into any joint venture, partnership, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement, other than with Ulysses Holdings, Subsidiaries of Ulysses Holdings or Ulysses Managed Facilities in the ordinary course of business consistent with past practice;

(d) declare, set aside, make or pay any non-cash dividend or other non-cash distribution on or with respect to any of its capital stock or other equity or ownership interest, other than in the ordinary course of business from one wholly-owned Subsidiary to another wholly-owned Subsidiary;

59

(e) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or other equity or ownership interest, or make any other change with respect to its capital structure, other than in the ordinary course of business consistent with past practice;

(f) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Ulysses Holdings or any of its Subsidiaries, or otherwise alter Ulysses Holdings’ or a Subsidiary’s corporate structure, other than in connection with acquisitions of Persons in the Acquisition Pipeline of Ulysses Holdings;

(g) (i) incur, create, assume or otherwise become liable for, or repay or prepay, any Indebtedness, or amend, modify or refinance any Indebtedness, in each case other than Indebtedness (x) not in excess of $2,500,000 individually or $10,000,000 in the aggregate (so long as such Indebtedness so incurred can be repaid at Closing) or (y) incurred to close acquisitions in the Acquisition Pipeline of Ulysses Holdings, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than any loans or advances to, or investments in, Subsidiaries of Ulysses Holdings, Ulysses Managed Facilities or any other Person in which Ulysses Holdings or any of its Subsidiaries or any joint ventures to which either is a party existing on the date of this Agreement in the ordinary course of business consistent with past practice or pursuant to Ulysses Material Contracts with any such Person in effect as of the date hereof;

(h) amend, waive, modify or consent to the termination of any Ulysses Material Contract, or amend, waive, modify or consent to the termination of Ulysses Holdings’ or any of its Subsidiaries’ rights thereunder, or enter into any material Contract other than in the ordinary course of business consistent with past practice;

(i) authorize, or incur or commit to incur any capital expenditure or any obligations or liabilities in respect thereof, except for any capital expenditures not to exceed $5,000,000 individually or $30,000,000 in the aggregate;

(j) enter into any lease of real or personal property or any renewals thereof involving a term of more than one year and a rental obligation exceeding $2,500,000 per year in any single case, other than in the ordinary course of business consistent with past practices;

(k) except as required by applicable Law or the terms of an existing Ulysses Plan made available to Tenet (i) grant or increase any severance or termination pay to (or amend any existing severance pay or termination arrangement) or enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with respect to any officer or director, (ii) increase benefits payable to any Person under any existing severance or termination pay policies, (iii) establish, adopt or amend any bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other benefit plan or arrangement, or (iv) increase compensation, bonus or other benefits payable to any officer or director or, other than in the ordinary course of business consistent with past practice, any other employee with an annual salary of more than $200,000 per year, in each case, only to the extent any such action would be applicable to an individual that will be an employee of NewCo following Closing;

60

(l) negotiate, enter into, amend or extend any Contract with a labor organization or other employee representative body;

(m) enter into, modify or amend any Contract or transaction with any Related Party other than Ulysses Holdings or Subsidiaries of Ulysses Holdings;

(n) make any change in any method of accounting or accounting practice or policy, except as required by GAAP, as agreed to by its independent public accountants;

(o) take any action with the knowledge that such action would, or is reasonably likely to, prevent the transactions contemplated hereby from qualifying as an exchange within the meaning of section 351 of the Code;

(p) (i) make or change any material Tax election, (ii) change any annual tax accounting period, (iii) adopt or change any material method of tax accounting except as required by applicable Law, (iv) materially amend any Tax Returns, (v) enter into any material closing agreement, (vi) settle any material Tax claim, audit or assessment or (vii) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability;

(q) cancel, compromise, waive or release any right or claim other than in the ordinary course of business consistent with past practice;

(r) settle, or make a binding offer or proposal to settle, any litigation, investigation, arbitration, proceeding or other claim (other than with respect to the settlement of claims in the ordinary course of business consistent with past practice) involving or against Ulysses Holdings or any of its Subsidiaries involving (i) any injunctive, equitable or criminal liabilities or (ii) monetary remedies with a value in excess of $1,000,000 with respect to any individual litigation, arbitration or proceeding or $10,000,000 in the aggregate;

(s) collect, or accelerate the collection of, any accounts receivable or pay, or delay the payment of, any accounts payable, including with respect to any balances due to affiliates, in a manner inconsistent with the operation of the business in the ordinary course consistent with past practice;

(t) take any action with the knowledge that such action would, or is reasonably likely to, prevent the Tenet Contribution from qualifying as an exchange within the meaning of section 351 of the Code; or

(u) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Section 7.3 Tenet Forbearances. Without limiting the generality of Section 7.1, during the period from the date of this Agreement until the Effective Time, except as set forth in Schedule 7.3 of the Tenet Disclosure Schedules and except as required by Law or as expressly contemplated by this Agreement (including with respect to the Tenet Reorganization), Tenet will not permit the Tenet Contributed Business to, without the prior written consent of Ulysses Holdings:

(a) amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents, except for amendments to any such organizational documents of the Tenet Contributed Companies or the Tenet Contributed Business that are entered into in the ordinary course of business consistent with past practice;

61

(b) issue, sell, pledge, transfer, dispose of or otherwise subject to any Encumbrance (i) any shares of capital stock of the Tenet Contributed Companies, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the Tenet Contributed Companies, other than (x) in connection with the hiring of any new employees at the Tenet Contributed Companies or any Tenet Managed Facility consistent with past practices or (y) issuances upon the exercise or conversion of options, warrants, convertible securities or other rights of any kind to acquire equity interests or (ii) any properties or assets of the Tenet Contributed Companies, other than (x) sales or transfers of inventory in the ordinary course of business consistent with past practice, (y) the disposition of equipment or other assets in connection with the relocation or closure of a facility or (z) the sale or disposition of properties or assets not to exceed $2,000,000 in the aggregate;

(c) directly or indirectly (x)acquire or agree to acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, other than for acquisitions (i) pursuant to Tenet Material Contracts existing as of the date hereof, of interests in the Tenet Contributed Companies, Tenet Managed Facilities or any other Person in which the Tenet Contributed Companies or any joint ventures to which either is a party and has an interest as of the date hereof, and (ii) any acquisitions of Persons in the Acquisition Pipeline of the Tenet Contributed Companies or Additional Acquisitions, or (y) enter into any joint venture, partnership, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement, other than with Tenet Contributed Companies or their Subsidiaries or Tenet Managed Facilities in the ordinary course of business consistent with past practice;

(d) declare, set aside, make or pay any non-cash dividend or other non-cash distribution on or with respect to any of its capital stock or other equity or ownership interest, other than in the ordinary course of business from one wholly-owned Subsidiary to another wholly-owned Subsidiary;

(e) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or other equity or ownership interest, or make any other change with respect to its capital structure, other than in the ordinary course of business;

(f) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Tenet Contributed Company, or otherwise alter any Tenet Contributed Company’s corporate structure, other than in connection with acquisitions of Persons in the Acquisition Pipeline of Tenet;

62

(g) (i) incur, create, assume or otherwise become liable for, or repay or prepay, any Indebtedness, or amend, modify or refinance any Indebtedness, in each case other than Indebtedness not in excess of $1,000,000 individually or $4,000,000 in the aggregate (so long as such Indebtedness so incurred can be repaid at Closing), or (ii) make any loans, advances or capital contributions to, or investments in, any other Person (provided, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict the ability of Tenet to incur any Indebtedness that does not result in any Encumbrance on the Tenet Contributed Business)

(h) amend, waive, modify or consent to the termination of any Tenet Material Contract, or amend, waive, modify or consent to the termination of the Tenet Contributed Business’ rights thereunder, or enter into any material Contract other than in the ordinary course of business consistent with past practice;

(i) authorize, or incur or commit to incur any capital expenditure or any obligations or liabilities in respect thereof, except for (i) those contemplated by the capital expenditure budget set forth in Schedule 7.3(i) of the Tenet Disclosure Schedules and (ii) any unbudgeted capital expenditures not to exceed $1,000,000 individually or $4,000,000 in the aggregate;

(j) enter into any lease of real or personal property or any renewals thereof involving a term of more than one year and a rental obligation exceeding $1,000,000 per year in any single case, other than in the ordinary course of business consistent with past practices;

(k) except as required by applicable Law or the terms of an existing Tenet Plan made available to Ulysses Holdings (i) grant or increase any severance or termination pay to (or amend any existing severance pay or termination arrangement) or enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with respect to any officer or director, (ii) increase benefits payable to any Person under any existing severance or termination pay policies, (iii) establish, adopt or amend any bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other benefit plan or arrangement, or (iv) increase compensation, bonus or other benefits payable to any officer or director or, other than in the ordinary course of business consistent with past practice, any other employee with an annual salary of more than $200,000 per year, in each case, only to the extent any such action would be applicable to an individual that will be an employee of NewCo following Closing;

(l) negotiate, enter into, amend or extend any Contract with a labor organization or other employee representative body

(m) enter into, modify, or amend any Contract or transaction with any Related Party other than with other Tenet Contributed Companies;

(n) make any change in any method of accounting or accounting practice or policy, except as required by GAAP, as agreed to by its independent public accountants;

63

(o) take any action with the knowledge that such action would, or is reasonably likely to, prevent the transactions contemplated hereby from qualifying as an exchange within the meaning of section 351 of the Code;

(p) (i) make or change any material Tax election, (ii) change any annual tax accounting period, (iii) adopt or change any material method of tax accounting except as required by applicable Law, (iv) materially amend any Tax Returns, (v) enter into any material closing agreement, (vi) settle any material Tax claim, audit or assessment or (vii) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability;

(q) cancel, compromise, waive or release any right or claim other than in the ordinary course of business consistent with past practice;

(r) settle, or make a binding offer or proposal to settle, any litigation, investigation, arbitration, proceeding or other claim (other than with respect to the settlement of claims in the ordinary course of business consistent with past practice) involving or against the Tenet Contributed Business involving (i) any injunctive, equitable or criminal liabilities or (ii) monetary remedies with a value in excess of $1,000,000 with respect to any individual litigation, arbitration or proceeding or $3,000,000 in the aggregate;

(s) collect, or accelerate the collection of, any accounts receivable or pay, or delay the payment of, any accounts payable in a manner materially inconsistent with the operation of the business in the ordinary course;

(t) take any action with the knowledge that such action would, or is reasonably likely to, prevent the Ulysses Holdings Contribution from qualifying as an exchange within the meaning of section 351 of the Code; or

(u) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Section 7.4 Control of Other Party’s Business. Nothing contained in this Agreement will give Ulysses Holdings or any of its Subsidiaries, directly or indirectly, the right to control Tenet or the Tenet Contributed Business or direct the business or operations of Tenet or the Tenet Contributed Business. Nothing contained in this Agreement will give Tenet or the Tenet Contributed Business, directly or indirectly, the right to control Ulysses Holdings or any of its Subsidiaries, or direct the business or operations of Ulysses Holdings or its Subsidiaries. Prior to the Closing, each of Ulysses Holdings and Tenet will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations and the operations of its respective Subsidiaries. Nothing in this Agreement, including any of the actions, rights or restrictions set forth herein, will be interpreted in such a way as to place Ulysses Holdings or Tenet in violation of any applicable Law.

Section 7.5 Exclusivity.

(a) From and after the date of this Agreement until the Closing Date (or the earlier termination of this Agreement), Ulysses Holdings and its Subsidiaries shall not, directly or indirectly through any officer, director, employee, representative or agent of Ulysses

64

Holdings or its Subsidiaries or otherwise: (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or would reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or any part of its assets (other than immaterial assets in the ordinary course of business consistent with past practice), sale of shares of capital stock or similar transactions involving Ulysses Holdings or any of its Subsidiaries other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals, a “Ulysses Acquisition Proposal”); (ii) engage or participate in negotiations or discussions concerning, or provide any non-public information to any Person or entity relating to, any Ulysses Acquisition Proposal; or (iii) agree to, enter into, accept, approve or recommend any Ulysses Acquisition Proposal.

(b) Ulysses Holdings shall notify Tenet as promptly as possible (and no later than 24 hours) after receipt by Ulysses Holdings (or its advisors or Representatives) of any Ulysses Acquisition Proposal or any request for nonpublic information in connection with a Ulysses Acquisition Proposal or for access to the properties, books or records of Ulysses Holdings by any Person or entity that informs Ulysses Holdings (or its advisors or Representatives) that it is considering making, or has made, a Ulysses Acquisition Proposal. Such notice shall be made in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact, each to the extent then known by Ulysses Holdings.

(c) From and after the date of this Agreement until the Closing Date (or the earlier termination of this Agreement), Tenet shall not, directly or indirectly through any officer, director, employee, representative or agent of the Tenet Contributed Business or otherwise: (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or would reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or any part of the assets of (other than immaterial assets in the ordinary course of business consistent with past practice), sale of shares of capital stock or similar transactions, principally involving the Tenet Contributed Business other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals, a “Tenet Acquisition Proposal”); (ii) engage or participate in negotiations or discussions concerning, or provide any non-public information to any Person or entity relating to, any Tenet Acquisition Proposal; or (iii) agree to, enter into, accept, approve or recommend any Tenet Acquisition Proposal.

(d) Tenet shall notify Ulysses Holdings as promptly as possible (and no later than 24 hours) after receipt by Tenet (or its advisors or Representatives) of any Tenet Acquisition Proposal or any request for nonpublic information in connection with a Tenet Acquisition Proposal or for access to the properties, books or records of the Tenet Contributed Business by any Person or entity that informs Tenet (or its advisors or Representatives) that it is considering making, or has made, a Tenet Acquisition Proposal. Such notice shall be made in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact, each to the extent then known by Tenet.

Section 7.6 Notification of Certain Matters; Supplements to Disclosure Schedules. Each party shall give prompt written notice to the other parties of (a) the occurrence or non-occurrence of any event that would render any representation or warranty herein, if made on or

65

immediately following the date of such event, untrue or inaccurate, including any change required with respect to the Schedules hereto; (b) any event, change or development that has had or is reasonably likely to have a Ulysses Material Adverse Effect or Tenet Material Adverse Effect; (c) any failure to comply with any covenant or agreement to be complied with by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the other party’s obligations hereunder; (d) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the consummation of the transactions contemplated by this Agreement; or (e) any Action pending or threatened in connection with the transactions contemplated by this Agreement. No such notice shall be deemed to cure any breach of any representation or warranty made in this Agreement or have any effect for purposes of determining the satisfaction of the conditions set forth in Article VIII, or the compliance with any covenant set forth herein.

Section 7.7 Access to Information; Confidentiality. Upon reasonable notice and subject to applicable Law, Ulysses Holdings shall, and shall cause each of its Subsidiaries to, afford to Tenet and its representatives, and Tenet shall cause the Tenet Contributed Business to afford to Ulysses Holdings and its representatives, reasonable access during normal business hours in the period prior to the Closing Date to all of its properties, books, Contracts, commitments, management-level personnel and records and, during such period, each such party shall, and shall cause each of its Subsidiaries to, furnish promptly to such other party and its representatives such information concerning its business, properties and personnel as such other party may reasonably request. Notwithstanding the foregoing, neither party shall be required to provide access to or make available to any Person any document or information that is the subject of any confidentiality agreement with any third party (provided, that the withholding party uses reasonable efforts to obtain the required consent of such third party to such access or disclosure) or subject to any attorney-client or work product privilege (provided, that the withholding party will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege). All information furnished pursuant to this Section 7.7 shall be subject to the confidentiality agreement, dated as of June 25, 2014, between Welsh, Carson, Anderson & Stowe X, L.P. and Tenet (the “Confidentiality Agreement”). No investigation pursuant to this Section 7.7 or information provided, furnished, made available or delivered to either such party pursuant to this Section 7.7 or otherwise shall affect any representations or warranties of any party to this Agreement or conditions or rights of such parties contained in this Agreement.

Section 7.8 Consents and Filings.

(a) Each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary to consummate and make effective, as soon as reasonably possible, the Closing and the other transactions contemplated by this Agreement in accordance with the terms hereof. Without limiting the generality of the foregoing, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Closing, including using reasonable best efforts to accomplish the following: (i) obtain all required or advisable consents, approvals or waivers from third parties, including as required

66

under any Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and (iii) make all necessary registrations, declarations and filings with any Governmental Authority, including filings required under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (an “Antitrust Authority”). In furtherance and not in limitation of the foregoing, Tenet and Ulysses Holdings each shall, no later than 5 Business Days following the execution and delivery of this Agreement, cause to be filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.8 necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable (but in any event prior to the Termination Date). Each party shall substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by an Antitrust Authority relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby; provided, however, with respect to the issuance of any so-called “second request” for additional information or documentary material (or any equivalent subpoena or civil investigative demand) the parties are not required by this provision to substantially comply with any such request unless no other route to termination of the applicable HSR waiting period is available. Tenet, on the one hand, and the Ulysses LLCs, on the other hand, shall each be responsible for one-half of any filing and other similar fees payable in connection with the filing of a Notification and Report Form and any other submissions under the HSR Act. Notwithstanding anything herein to the contrary in this Agreement, Tenet shall not be required by this Section 7.8 or any other provision of this Agreement to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Tenet, Ulysses Holdings or any of their respective Affiliates or (ii) limit Tenet or NewCo’s freedom of action with respect to, or its ability to consolidate and control, Ulysses Holdings and its Subsidiaries or any of their assets or businesses or any of Tenet’s or its Affiliates’ other assets or businesses, and Ulysses Holdings shall not agree to take any such action, without the prior written consent of Tenet.

(b) Each party shall promptly furnish to the other party copies of any notices or written communications received by it or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and shall permit the other party’s counsel an opportunity to review in advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Each party agrees to provide the other party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby.

(c) Without limitation of any obligations of the parties hereunder, from and after the date of this Agreement (including following the Closing Date), Ulysses Holdings and the Ulysses LLCs shall use commercially reasonable efforts to obtain (and Tenet shall use its

67

commercially reasonable efforts to assist and cooperate with Ulysses Holdings and the Ulysses LLCs in obtaining) documentation, in form and substance reasonably satisfactory to Tenet, evidencing that the counterparties to the Contracts set forth in Schedule 7.8(c) of the Ulysses Disclosure Schedules have (i) consented to the transactions contemplated hereby and have waived any termination, buyout, put/call or other rights which may be triggered in connection with the transactions contemplated hereby, and (ii) acknowledged and agreed that any exclusivity, restrictive covenants, non-competition or similar provisions in such Contracts will not apply to any existing or future businesses of Tenet or any of its Affiliates (other than NewCo); provided, that in no event shall Ulysses Holdings or the Ulysses LLCs be obligated to pay any amounts in seeking to obtain any acknowledgment or agreement contemplated by item (ii) above. All fees, costs and expenses incurred in connection with obtaining any third-party consents shall be Transaction Expenses of Ulysses Holdings.

Section 7.9 Termination of Related Party Agreements. At or prior to the Closing, Ulysses Holdings shall take all action necessary to cause all agreements between Ulysses Holdings or any of its Subsidiaries, on the one hand, and any of the holders of capital stock of Ulysses Holdings or Related Parties, on the other hand, to be terminated without any further liability or obligations on the part of Ulysses Holdings or any of its Subsidiaries. At or prior to the Closing, Tenet shall take all action necessary to cause all agreements between the Tenet Contributed Companies or any of their Subsidiaries, on the one hand, and any of the holders of capital stock of the Tenet Contributed Companies or Related Parties, on the other hand, other than the agreements specified on Schedule 7.9 of the Tenet Disclosure Schedules, to be terminated without any further liability or obligations on the part of the Tenet Contributed Companies or any of their respective Subsidiaries.

Section 7.10 Ulysses Stockholder Approval. Immediately following (and in any event within one hour, and prior to any public announcement, of) the execution of this Agreement, Ulysses Holdings shall deliver to Tenet written consents, in the form attached hereto as Exhibit A, signed by the holders of Ulysses Common Stock who hold the outstanding Ulysses Common Stock sufficient to constitute the Ulysses Stockholder Approval, in accordance with the DGCL and the certificate of incorporation and bylaws of Ulysses Holdings (the “Ulysses Stockholder Consent”).

Section 7.11 Public Announcements. The parties shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statement with respect to the transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law or in connection with any financing transaction undertaken in connection with this Agreement.

Section 7.12 Management Incentive Plan and Employee Waivers. Prior to Closing, Ulysses Holdings shall (a) deliver to Tenet documentation, in form and substance reasonably satisfactory to Tenet, executed by each Person listed in Schedule 7.12(a) of the Ulysses Disclosure Schedules and (b) use reasonable best efforts to deliver to Tenet documentation, in form and substance reasonably satisfactory to Tenet, executed by each other Person with an employment agreement, providing in each case that any change in status or reduction of duties or responsibilities directly resulting from the transactions contemplated by this Agreement shall not

68

constitute “good reason” for purposes of determining such Person’s entitlement to severance benefits or the acceleration of any vesting or other rights under any employment agreement or otherwise. After the Closing, NewCo shall establish for the benefit of certain members of its management, as determined by NewCo’s board of directors, a management equity incentive plan.

Section 7.13 Further Assurances.

(a) Each party hereto shall, and shall cause its respective Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such additional action any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated hereby.

(b) Without limiting the generality of the foregoing, if at any time following the Closing it becomes apparent that any entity or asset that should have been transferred in connection with this Agreement, either directly or indirectly pursuant to this Agreement was not so transferred, or any entity or asset unrelated to the business of NewCo was inadvertently transferred to NewCo, the parties hereto shall, and shall cause their applicable Affiliates to, as applicable, in each case as promptly as practicable: (A) transfer all rights, title and interest in such entity asset to the party to whom such entity or asset was intended to be transferred hereunder, in each case for no additional consideration; and (B) hold its right, title and interest in and to such entity or asset in trust for the applicable party until such time as such transfer is completed.

(c) Prior to and following the Closing, the parties shall undertake the steps set forth in Schedule 7.13(c) of the Tenet Disclosure Schedules.

Section 7.14 Financing Cooperation.

(a) Ulysses Holdings shall, and shall cause its Subsidiaries to use their reasonable best efforts to, and to cause its Affiliates and Representatives (including legal and accounting advisors) to, cooperate in connection with the arrangement of credit facilities and non-convertible debt securities financing that Tenet may seek in connection with the transactions contemplated hereby (the “Financing”), as may be reasonably requested by Tenet. Such cooperation shall include using reasonable best efforts in: (i) making senior management of Ulysses Holdings and its Subsidiaries available to participate in a reasonable number of meetings with prospective lenders and purchasers of the Financing, meetings with rating agencies and due diligence and drafting sessions with respect to the Financing, in each case at times and locations to be mutually agreed; (ii) assisting with the preparation of customary materials regarding Ulysses Holdings and its Subsidiaries for rating agency presentations, offering documents, registration statements and similar documents regarding Ulysses Holdings and its Subsidiaries required in connection with the Financing and providing customary authorization letters with respect to such materials regarding Ulysses Holdings and its Subsidiaries; (iii) furnishing Tenet with the Required Information; (iv) subject to the proviso in the definition of “Required Information,” providing Tenet information regarding Ulysses Holdings and its Subsidiaries reasonably requested by Tenet which is necessary to enable Tenet to prepare pro forma financial statements of the type and form that would be required by

69

Regulation S-X under the Securities Act for a registered public offering; and (v) causing Ulysses Public Filer’s auditors to provide customary (for financings similar to the Financing) “comfort letters” and consents to use of audit reports in connection with the Financing, in each case on customary terms and consistent with their customary practice and procedures. Notwithstanding the foregoing or any other provision of this Agreement, (A) none of the transactions contemplated by this Agreement, including the consummation thereof, nor the occurrence of the Closing shall be subject in any respect to the consummation of the Financing, (B) no cooperation with the Financing shall unreasonably interfere, as determined by Ulysses Holdings in good faith, with the ongoing business or operations of the Ulysses Holdings and its Subsidiaries and none of Ulysses Holdings or any of its Subsidiaries shall be required to take any action that unreasonably interferes with its ongoing business or operations; and (C) none of Ulysses Holdings or any of its Subsidiaries shall be required to take any action, commit to take any action or enter into any agreement, document or instrument, in each case, that (1) would encumber or require the delivery or pledge of any assets of Ulysses Holdings or any of its Subsidiaries prior to the Closing, (2) would result in a violation of Law or breach of any Contract or subject any of Ulysses Holdings or any of its Subsidiaries or their respective Representatives to any actual or potential liability or loss of any privilege, or (3) would result in any liability or any obligation under any definitive financing agreement or any related document, instrument or certificate or any other liability, potential liability or obligation in connection with the Financing prior to the Closing.

(b) Tenet shall use and shall cause its Affiliates to use their reasonable best efforts to cause the Financing to be consummated including (i) negotiating and entering into definitive agreements with respect to the Financing (the “Definitive Financing Agreements”), (ii) consummating the Financing on or prior to the Closing, (iii) paying in a timely manner any commitment fees or other amounts that are or become due and payable under or with respect to the Financing or any of the Definitive Financing Agreements, (iv) fully enforcing the obligations of the parties to the Financing and the Definitive Financing Agreements and Tenet’s rights under or with respect to the Financing and the Definitive Financing Agreements and (v) otherwise taking or causing to be taken all actions and to do or causing to be done all things reasonably necessary to arrange and obtain the Financing. Tenet shall keep Ulysses Holdings informed on a current basis and in reasonable detail of the status of its efforts to arrange the Financing, and shall provide Ulysses Holdings, upon reasonable request, with copies of any information and documentation regarding the Financing as shall be reasonably necessary to allow Ulysses Holdings to monitor the progress of the Financing including providing Ulysses Holdings with prompt notice of (A) any material breach or default by any party to the Financing or the Definitive Financing Agreements, (B) the receipt of any written communication with respect to any actual or potential material breach or default by any party to the Financing or the Definitive Financing Agreements or any termination of the Financing or the Definitive Financing Agreements or (C) any dispute or disagreement between or among the parties to any of the Financing or the Definitive Financing Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded on the Closing Date.

(c) Ulysses Holdings will use its reasonable best efforts to update Required Information as may be necessary such that the Required Information does not, to the knowledge of Ulysses Holdings, contain any untrue statement of material fact or omit to state

70

any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading (after giving effect to all supplements and updates thereto from time to time).

(d) As soon as reasonably practicable after receipt of a written request by Tenet to do so, Ulysses Holdings shall (i) prepare notices of redemption and satisfaction and discharge for the Ulysses Senior Notes pursuant to the applicable provisions of the Ulysses Senior Notes Indenture, (ii) use its reasonable best efforts to cause the Trustee (as defined in the Ulysses Senior Notes Indenture) to agree to proceed with the redemption and satisfaction and discharge of the Ulysses Senior Notes on notice of at least 35 days (or such shorter period as each such Trustee may agree to) before the redemption date, which notice may be subject to the consummation of the Closing, and use reasonable best efforts to cause the Trustee to provide the notice of redemption and satisfaction and discharge to the holders of the Ulysses Senior Notes following the Closing on the Closing Date, (iii) provide Tenet the reasonable opportunity to review and comment on each of the foregoing notices reasonably in advance of their delivery and (iv) use its reasonable best efforts to take all other actions and prepare and deliver all other documents (including any officer’s certificates and legal opinions) as may be required under the Ulysses Senior Notes Indenture to issue an irrevocable notice of redemption and satisfaction and discharge following the Closing on the Closing Date for such Ulysses Senior Notes (subject to the irrevocable deposit with the Trustee on the Closing Date of funds sufficient to pay in full the outstanding aggregate principal amount of, accrued and unpaid interest through the redemption date on, and applicable premiums related to, the Ulysses Senior Notes, as arranged by Tenet) providing for the redemption and satisfaction and discharge of all of the outstanding aggregate principal amount of the Ulysses Senior Notes (together with all accrued and unpaid interest and applicable premiums related to the Ulysses Senior Notes) pursuant to the requisite provisions of the Ulysses Senior Notes Indenture.

Section 7.15 Tax Matters. At or prior to the Closing, each of Ulysses Holding I and Ulysses Holding II shall provide to Tenet a certificate, in a form reasonably acceptable to Tenet, satisfying the requirements of section 1.1445-2(b)(2) of the Treasury Regulations promulgated under the Code. At or prior to the Closing, Tenet shall provide to each of Ulysses Holding I and Ulysses Holding II a certificate, in a form reasonably acceptable to Tenet, satisfying the requirements of section 1.1445-2(b)(2) of the Treasury Regulations promulgated under the Code.

Section 7.16 Guarantee of Obligations. Until the Closing, Ulysses Holdings hereby unconditionally guarantees, as a primary obligor and not merely as a surety, all performance and payment obligations of the Ulysses LLCs under this Agreement and the Ancillary Agreements, including without limitation, the obligation to deliver the Ulysses Stockholder Consent, consummate the Ulysses Reorganization and consummate the Closing. Ulysses Holdings hereby waives any provision of any Law applicable hereto which restricts or in any way limits the rights of any obligee against a guarantor or surety following a default or failure of performance by an obligor with respect to whose obligations the guarantee or surety is provided.

71

Section 7.17 Release.

(a) As a material inducement to Tenet to enter into this Agreement, effective as of the Closing, the Ulysses LLCs, on behalf of themselves and Welsh, Carson, Anderson & Stowe X, L.P., and their respective past, present and future directors, managers, members, equityholders, officers, employees, successors and assigns, hereby absolutely, unconditionally and irrevocably, release and forever discharge Ulysses Holdings and its Subsidiaries and their respective past, present and future directors, officers, employees, successors and assigns, from the following: all claims (including any derivative claim on behalf of any Person), actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, Contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands, in each case to the extent arising out of, relating to, against or in any way connected with Ulysses Holdings or its Subsidiaries in respect of any event occurring or circumstances existing on or prior to the Closing; provided, however, that the foregoing release does not extend to, include or restrict or limit in any way, and the Ulysses LLCs, on behalf of themselves and the other releasing parties, hereby reserve their respective rights, if any, to pursue any and all claims, actions or rights that they may respectively now or in future have on account of rights under this Agreement or any Ancillary Agreements or to the extent in respect of any events occurring or circumstances existing after the Closing that did not occur or exist prior to the Closing; provided further, that in the case of the members and equityholders of the Ulysses LLCs, other than Welsh, Carson, Anderson & Stowe X, L.P., such release shall relate only to claims such Person may have in its capacity as an equityholder of Ulysses Holdings.

(b) As a material inducement to the Ulysses LLCs to enter into this Agreement, effective as of the Closing, Tenet, on behalf of itself and its past, present and future directors, managers, officers, employees, successors and assigns, hereby absolutely, unconditionally and irrevocably, releases and forever discharges the Tenet Contributed Companies and their Subsidiaries and their respective past, present and future directors, managers, officers, employees, successors and assigns, from the following: all claims (including any derivative claim on behalf of any Person), actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, Contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands, in each case to the extent arising out of, relating to, against or in any way connected with the Tenet Contributed Business or the Tenet Contributed Companies or their Subsidiaries in respect of any event occurring or circumstances existing on or prior to the Closing; provided, however, that the foregoing release does not extend to, include or restrict or limit in any way, and Tenet, on behalf of itself and the other releasing parties, hereby reserves their respective rights, if any, to pursue any and all claims, actions or rights that they may respectively now or in future have on account of rights under this Agreement or any Ancillary Agreements or to the extent in respect of any events occurring or circumstances existing after the Closing that did not occur or exist prior to the Closing.

72

Section 7.18 Cash on Hand.

(a) Tenet agrees to use commercially reasonable efforts to cause the Tenet Contributed Companies to have, on a consolidated basis, effective as of the Closing, sufficient cash on hand to operate the Tenet Contributed Companies and the Tenet Contributed Business for a minimum of two weeks following Closing.

(b) Ulysses Holdings agrees to use commercially reasonable efforts to have, on a consolidated basis, effective as of the Closing, sufficient cash on hand to operate itself and its Subsidiaries for a minimum of two weeks following Closing.

Section 7.19 Parachute Payments. With respect to each employee of, or other service provider to, Ulysses Holdings or its Subsidiaries who in the reasonable determination of Ulysses Holdings is, or would reasonably be expected by Ulysses Holdings to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G of the Code), prior to the Closing Date, Ulysses Holdings shall use its commercially reasonable efforts to obtain waivers from such individuals with respect to any payments or economic benefits that could constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code) with respect to such individual. If any individual waives his or her rights to payments or economic benefits as described in the previous sentence, Ulysses Holdings shall use commercially reasonable efforts to seek to obtain stockholder approval in accordance with the requirements of Section 280G(b)(5)(B) of the Code and in a manner that satisfies the applicable requirements of Section 280G(b)(5)(B) of the Code and any regulations promulgated thereunder; provided that in no event shall this Section 7.19 be construed to require Ulysses Holdings to compel any person to waive any existing rights under any contract that such person has with Ulysses Holdings or any of its Subsidiaries, and in no event shall Ulysses Holdings be deemed in breach of this Section 7.19 if any such person refuses to waive any such rights or such stockholder approval is not obtained. Within a reasonable period of time before taking such actions, Ulysses Holdings shall deliver to Tenet for review and comment copies of any documents or agreements necessary to effect this Section 7.19, including, but not limited to, any stockholder consent form, disclosure statement, or waiver, and Ulysses Holdings shall consider in good faith all comments received from Tenet on such documents and agreements.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1 General Conditions. The respective obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

(a) No Injunction or Prohibition. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

(b) HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or shall have been terminated.

73

Section 8.2 Conditions to Obligations of Ulysses Holdings. The obligations of Ulysses Holdings to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Ulysses Holdings in its sole discretion:

(a) Representations and Warranties of Tenet. (i) The representations and warranties of Tenet set forth in Section 5.1, Section 5.2, Section 5.3 and Section 5.19 of this Agreement shall be true and correct on the date of this Agreement and as of the Closing Date as if made at and as of such date (except to the extent that any such representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and (ii) the other representations and warranties of Tenet set forth in this Agreement shall be true and correct in all respects on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Tenet Material Adverse Effect” set forth therein, except as set forth in Section 5.6(b)), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Tenet Material Adverse Effect.

(b) Performance of Obligations of Tenet. Tenet shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time.

(c) No Material Adverse Effect. There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Tenet Material Adverse Effect.

(d) Tenet Officers’ Certificate. Ulysses Holdings shall have received a certificate signed by an officer of Tenet certifying as to the matters set forth in Sections 8.2(a), 8.2(b) and 8.2(c).

(e) Stockholders Agreement. Tenet shall have delivered an executed counterpart signature page to the NewCo Stockholders Agreement to the Ulysses LLCs.

Section 8.3 Conditions to Obligations of Tenet. The obligations of Tenet to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Tenet in its sole discretion:

(a) Representations, Warranties and Covenants. (i) The representations and warranties of Ulysses Holdings set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4(a) and Section 4.19 shall be true and correct on the date of this Agreement and as of the Closing Date as if made at and as of such date (except to the extent that any such representation or

74

warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and (ii) the other representations and warranties of Ulysses Holdings set forth in this Agreement shall be true and correct in all respects on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Ulysses Material Adverse Effect” set forth therein, except as set forth in Section 4.6(b)), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Ulysses Material Adverse Effect.

(b) Performance of Obligations of Ulysses Holdings. Ulysses Holdings shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time.

(c) No Material Adverse Effect. There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Ulysses Material Adverse Effect.

(d) Ulysses Officers’ Certificate. Tenet shall have received a certificate signed by an executive officer of Ulysses Holdings certifying as to the matters set forth in Sections 8.3(a), 8.3(b) and 8.3(c).

(e) Third Party Consents. Ulysses Holdings shall have delivered to Tenet evidence, in form and substance reasonably satisfactory to Tenet, that the third-party consents listed in Schedule 8.3(e) of the Ulysses Disclosure Schedules have been obtained and are in full force and effect.

(f) Payoff Letters. Tenet shall have received the Payoff Letters in respect of the Indebtedness set forth in Schedule 8.3(f) of the Ulysses Disclosure Schedules.

(g) Related Party Contracts. Tenet shall have received documentation, in form and substance reasonably satisfactory to Tenet, evidencing termination of the agreements described in Section 7.9 and listed on Schedule 8.3(g) of the Ulysses Disclosure Schedules.

(h) Ulysses Stockholder Approval. The Ulysses Stockholder Approval shall have been obtained and shall be in full force and effect.

(i) Stockholders Agreement. Each of the Ulysses LLCs shall have delivered an executed counterpart signature page to the NewCo Stockholders Agreement to Tenet on behalf of itself.

75

ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Tenet and Ulysses Holdings;

(b) (i) by Ulysses Holdings, if Tenet breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.2, (B) cannot be or has not been cured within 15 days following delivery to Tenet of written notice of such breach or failure to perform and (C) has not been waived by Ulysses Holdings or (ii) by Tenet, if Ulysses Holdings breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.3, (B) cannot be or has not been cured within 15 days following delivery to Ulysses Holdings of written notice of such breach or failure to perform and (C) has not been waived by Tenet;

(c) by Tenet, if the Ulysses Stockholder Consent shall not have been delivered to Tenet within twenty-four hours after execution of this Agreement;

(d) (i) by Ulysses Holdings, if any of the conditions set forth in Section 8.1 or Section 8.2 shall have become incapable of fulfillment prior to September 23, 2015 (the “Termination Date”), subject to extension by the mutual agreement of the parties, or (ii) by Tenet, if any of the conditions set forth in Section 8.1 or Section 8.3 shall have become incapable of fulfillment prior to the Termination Date; provided, that the Termination Date shall automatically be extended to December 31, 2015 in the event the Closing has not occurred on or before the Termination Date due to the fact that the closing condition set forth in Section 8.1(b) has not been satisfied; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(d) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date; and

(e) by either Ulysses Holdings or Tenet in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that the party so requesting termination shall have used its commercially reasonable efforts, in accordance with Section 7.8, to have such order, decree, ruling or other action vacated.

The party seeking to terminate this Agreement pursuant to this Section 9.1 (other than Section 9.1(a)) shall give prompt written notice of such termination to the other parties.

Section 9.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no

76

liability or obligation on the part of any party except (a) for the provisions of Sections 4.19 and 5.19 relating to broker’s fees and finder’s fees, Section 7.7 relating to confidentiality, Section 7.11 relating to public announcements, this Section 9.2 and Article X and (b) that nothing herein shall relieve any party from liability for any breach of this Agreement prior to such termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive the termination of this Agreement in accordance with their terms.

ARTICLE X

GENERAL PROVISIONS

Section 10.1 Fees and Expenses. Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by the other. Notwithstanding anything to the contrary provided herein, all costs associated with the Escrow Agreement shall be borne by Ulysses Holdings.

Section 10.2 Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party.

Section 10.3 No Survival, Etc. Except as otherwise provided in this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate upon the Closing or, except as provided in Section 9.2, upon the termination of this Agreement in accordance with Section 9.1, as the case may be, except that the agreements set forth in Article III, Section 7.13, Section 7.17 and this Article X and any other agreement in this Agreement that contemplates performance following the Closing shall survive the Closing.

Section 10.4 Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

Section 10.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon transmission of such facsimile or e-mail, (b) on the first Business

77

Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) if to the Ulysses LLCs or Ulysses Holdings, to:

Welsh, Carson, Anderson & Stowe X, L.P.

320 Park Avenue, Suite 2500

New York, New York 10022-6815

Attention: D. Scott Mackesy

Facsimile: (212) 893-9575

E-mail: SMackesy@welshcarson.com

with a copy (which shall not constitute notice) to:

United Surgical Partners International, Inc.

15305 Dallas Parkway, Suite 1600

Addison, Texas 75001

Attention: W. Bradley Bickham

Facsimile: (972) 713-3550

E-mail: bbickham@uspi.com

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Othon Prounis

Facsimile: (212) 596-9090

E-mail: othon.prounis@ropesgray.com

(ii) if to Tenet, to:

Tenet Healthcare Corporation

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

Attention: Audrey Andrews

Facsimile: (469) 893-7147

E-mail: audrey.andrews@tenethealth.com

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Attention: Barbara L. Becker

Facsimile: (212) 351-4035

E-mail: bbecker@gibsondunn.com

78

Section 10.6 Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

Section 10.7 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof. Notwithstanding any oral agreement or course of conduct of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.

Section 10.8 No Third-Party Beneficiaries. Except as provided in Article IX, Section 10.10 and Section 10.15 nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement; provided, however, that the provision of Section 10.10 and Section 10.15 shall inure to the benefit of and be enforceable by each Financing Source and its successors and assigns.

Section 10.9 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such dispute or controversy), without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

Section 10.10 Submission to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of

79

Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding anything to the contrary contained in this Agreement, each of the parties agrees (a) that any claim, cross-claim, suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Sources arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the transactions contemplated by the Financing or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the Borough of Manhattan within the City of New York and the appellate courts thereof, (b) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such claim, suit, action or proceeding in any other courts, other than a state or federal court sitting in the Borough of Manhattan within the City of New York, (c) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, and (d) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 10.11 Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 10.12 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be

80

entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then in any federal court located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

Section 10.13 Currency. All references to “dollars” or “$” or “US$” in this Agreement or any Ancillary Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement and any Ancillary Agreement.

Section 10.14 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 10.15 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, ANY SUCH ACTION, PROCEEDING OR CLAIM AGAINST THE FINANCING SOURCES).

Section 10.16 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Section 10.17 Facsimile or .pdf Signature. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

Section 10.18 No Presumption Against Drafting Party. Each of the parties acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[The remainder of this page is intentionally left blank.]

81

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

TENET HEALTHCARE CORPORATION
By:	/s/ Keith B. Pitts
	Name:	Keith B. Pitts
	Title:	Vice Chairman
BB BLUE HOLDINGS, INC.
By:	/s/ Paul A. Castanon
	Name:	Paul A. Castanon
	Title:	Vice President and Secretary

[Signature Page to Contribution and Purchase Agreement]

USPI GROUP HOLDINGS, INC.
By:	/s/ Brett Brodnax
	Name:	Brett Brodnax
	Title:	President
ULYSSES JV HOLDING I LLC
By:	USPI Group Holdings, Inc., its member
By:	/s/ Brett Brodnax
	Name:	Brett Brodnax
	Title:	President
ULYSSES JV HOLDING II LLC
By:	USPI Group Holdings, Inc., its member
By:	/s/ Brett Brodnax
	Name:	Brett Brodnax
	Title:	President

[Signature Page to Contribution and Purchase Agreement]

EX-10.1

Exhibit 10.1

Execution Version

$400,000,000

INTERIM LOAN AGREEMENT

Dated as of March 23, 2015

among

TENET HEALTHCARE CORPORATION,

as Borrower

and

THE LENDERS PARTY HERETO

and

BARCLAYS BANK PLC,

as Administrative Agent

* * *

BARCLAYS BANK PLC

as Sole Lead Arranger and Sole Bookrunner

* * *

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions, Interpretation and Accounting Terms
Section 1.1	Defined Terms		1
Section 1.2	Computation of Time Periods		17
Section 1.3	Accounting Terms and Principles		18
Section 1.4	Conversion of Foreign Currencies		18
Section 1.5	Certain Terms		18
	ARTICLE II
	The Commitments and Credit Extensions
Section 2.1	The Loans		19
Section 2.2	Borrowings of Loans		19
Section 2.3	[Reserved]		20
Section 2.4	[Reserved]		20
Section 2.5	Repayment of Loans		20
Section 2.6	[Reserved]		20
Section 2.7	Evidence of Debt		20
Section 2.8	Optional Prepayments		21
Section 2.9	Mandatory Prepayments		21
Section 2.10	Interest		22
Section 2.11	Conversion/Continuation Option		22
Section 2.12	Fees		23
Section 2.13	Payments and Computations		23
Section 2.14	Special Provisions Governing Eurodollar Rate Loans		24
Section 2.15	Capital Adequacy		25
Section 2.16	Taxes		26
Section 2.17	Substitution of Lenders		28
	ARTICLE III
	Conditions Precedent
Section 3.1	Conditions to Effectiveness		29
Section 3.2	Determinations of Conditions		31
	ARTICLE IV
	Representations and Warranties
Section 4.1	Corporate Existence; Compliance with Law		31
Section 4.2	Corporate Power; Authorization; Enforceable Obligations		32
Section 4.3	Subsidiaries; Borrower Information		33
Section 4.4	Financial Statements		33
Section 4.5	Material Adverse Change		33

-i-

TABLE OF CONTENTS

(CONTINUED)

		Page
Section 4.6	Solvency		33
Section 4.7	Litigation		33
Section 4.8	Taxes		33
Section 4.9	Full Disclosure		34
Section 4.10	Margin Regulations		34
Section 4.11	No Burdensome Restrictions; No Defaults		34
Section 4.12	Investment Company Act		35
Section 4.13	[Reserved]		35
Section 4.14	Use of Proceeds		35
Section 4.15	Insurance		35
Section 4.16	Labor Matters		35
Section 4.17	ERISA		35
Section 4.18	Environmental Matters		36
Section 4.19	Intellectual Property		36
Section 4.20	Collateral Documents		36
Section 4.21	OFAC		36
	ARTICLE V
	Financial Covenant
	ARTICLE VI
	Reporting Covenants
Section 6.1	Financial Statements		37
Section 6.2	Default Notices		38
Section 6.3	Litigation		39
Section 6.4	[Reserved]		39
Section 6.5	[Reserved]		39
Section 6.6	[Reserved]		39
Section 6.7	ERISA Matters		39
Section 6.8	Environmental Matters		39
Section 6.9	[Reserved]		39
Section 6.10	Tax Reporting		39
Section 6.11	[Reserved]		40
Section 6.12	Other Information		40
	ARTICLE VII
	Affirmative Covenants
Section 7.1	Preservation of Corporate Existence, Etc.		40
Section 7.2	Compliance with Laws, Etc.		40
Section 7.3	Conduct of Business		40
Section 7.4	Payment of Taxes, Etc.		40
Section 7.5	Maintenance of Insurance		40
Section 7.6	Access		41

-ii-

TABLE OF CONTENTS

(CONTINUED)

		Page
Section 7.7	Keeping of Books		41
Section 7.8	Maintenance of Properties, Etc.		41
Section 7.9	[Reserved]		41
Section 7.10	Additional Collateral and Guarantees		41
	ARTICLE VIII
	Negative Covenants
Section 8.1	Liens		42
Section 8.2	Sale and Lease-Back Transactions		43
Section 8.3	Limitation on Issuance of Guarantees by Subsidiaries		43
Section 8.4	Sale of Assets		44
Section 8.5	Fundamental Changes		44
	ARTICLE IX
	Events of Default
Section 9.1	Events of Default		44
Section 9.2	Remedies		45
Section 9.3	[Reserved]		46
Section 9.4	Rescission		46
	ARTICLE X
	The Administrative Agent
Section 10.1	Authorization and Action		46
Section 10.2	Administrative Agent’s Reliance, Etc.		47
Section 10.3	Posting of Approved Electronic Communications		48
Section 10.4	The Administrative Agent Individually		49
Section 10.5	Lender Credit Decision		49
Section 10.6	Indemnification		49
Section 10.7	Successor Administrative Agent		50
Section 10.8	Concerning the Collateral and the Collateral Documents		50
Section 10.9	Withholding Taxes		51
	ARTICLE XI
	Miscellaneous
Section 11.1	Amendments, Waivers, Etc.		51
Section 11.2	Assignments and Participations		53
Section 11.3	Costs and Expenses		56
Section 11.4	Indemnities		57
Section 11.5	Limitation of Liability		58
Section 11.6	Right of Set-off		58
Section 11.7	Sharing of Payments, Etc.		59

-iii-

TABLE OF CONTENTS

(CONTINUED)

		Page
Section 11.8	Notices, Etc.		59
Section 11.9	No Waiver; Remedies		61
Section 11.10	Binding Effect		61
Section 11.11	Governing Law		61
Section 11.12	Submission to Jurisdiction; Service of Process		61
Section 11.13	Waiver of Jury Trial		62
Section 11.14	Marshaling; Payments Set Aside		62
Section 11.15	Section Titles		62
Section 11.16	Execution in Counterparts		63
Section 11.17	Entire Agreement		63
Section 11.18	Confidentiality		63
Section 11.19	Patriot Act Notice		64
Section 11.20	No Lender Parties Implied Duties		64

SCHEDULES

Schedule I	-	Commitments
Schedule II	-	Applicable Lending Offices and Addresses for Notices
Schedule 4.2	-	Consents
Schedule 4.3(a)	-	Domestic Hospital Subsidiaries
Schedule 4.3(b)	-	Borrower Information
Schedule 4.8	-	Taxes
Schedule 8.1	-	Existing Liens
EXHIBITS
Exhibit A	-	Form of Assignment and Acceptance
Exhibit B	-	Form of Committed Loan Notice
Exhibit C	-	Form of Guaranty
Exhibit D-1	-	Form of U.S. Tax Compliance Certificate
Exhibit D-2	-	Form of U.S. Tax Compliance Certificate
Exhibit D-3	-	Form of U.S. Tax Compliance Certificate
Exhibit D-4	-	Form of U.S. Tax Compliance Certificate
Exhibit E	-	Form of Note

-iv-

INTERIM LOAN AGREEMENT, dated as of March 23, 2015, among TENET HEALTHCARE CORPORATION, a Nevada corporation (the “Borrower”), each Person from time to time party hereto as a lender (collectively, the “Lenders” and individually, a “Lender”) and BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders provide a term loan credit facility, and the Lenders have indicated their willingness to lend on the terms and conditions set forth herein.

WHEREAS, the proceeds of the Loans made on the Loan Funding Date will be used to reduce outstandings under the Existing Credit Agreement (each such term as defined below).

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

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“2014 10-K” means the Borrower’s Report on Form 10-K with respect to the Fiscal Year ended December 31, 2014, filed with the SEC in accordance with the Exchange Act.

“Additional Secured Debt Designation” means the Additional Secured Debt Designation executed and delivered by the Borrower to the Collateral Agent on March 23, 2015.

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent Affiliate” has the meaning specified in Section 10.3(c) (Posting of Approved Electronic Communications).

“Agreement” means this Interim Loan Agreement.

“Applicable Lending Office” means, with respect to each Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Applicable Margin” means with respect to any Loan of any Type, the interest rate per annum for such Loan determined in accordance with the following:

Time Period	Base Rate Loans			LIBOR Loans
Effective Date to but excluding July 23, 2015		2.50	%		3.50	%
July 23, 2015 to but excluding September 23, 2015		2.75	%		3.75	%
September 23, 2015 to but excluding December 23, 2015		3.00	%		4.00	%
December 23, 2015 and thereafter		3.25	%		4.25	%

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement to the Guaranty, any joinder to the Stock Pledge Agreement and any other written Contractual Obligation delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any Financial Statement, financial and other report, notice, request, certificate and other information material.

“Approved Electronic Platform” has the meaning specified in Section 10.3(a) (Posting of Approved Electronic Communications).

“Approved Fund” means any Fund engaged in investing in commercial loans that is advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Arranger” means Barclays Bank PLC in its capacity as sole lead arranger and sole bookrunner.

“Asset Disposition” means any sale, lease, transfer or other voluntary disposition (or series of related sales, leases, transfers or dispositions) by the Borrower or any of its Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of (i) any shares of Capital Stock of a Subsidiary of the Borrower (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Borrower or one of its Subsidiaries); (ii) all or substantially all the assets of any division or line of business of the Borrower or any of its Subsidiaries; or (iii) any other assets of the Borrower or any of its Subsidiaries outside of the ordinary course of business of the Borrower or such Subsidiary.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent and, to the extent required by Section 11.2 (Assignments and Participations), the Borrower, in substantially the form of Exhibit A (Form of Assignment and Acceptance).

“Attributable Indebtedness” when used in connection with a Sale and Lease-Back Transaction, means, as of the date of determination, (i) as to any capitalized lease obligations, the liability related thereto set forth on the consolidated balance sheet of the Borrower and (ii) as to any operating lease, the present value (discounted at the rate per annum equal to the rate of interest set forth or implicit in the term of the lease, as determined in good faith by the Board of Directors of the Borrower) of the total obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which an option to extend such lease has been exercised).

-2-

“Barclays” has the meaning specified in the preamble to this Agreement.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the highest of the following:

(a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent);

(b) the Federal Funds Rate plus 0.50% per annum; and

(c) the Eurodollar Rate giving effect to the minimum rate set forth in the definition thereof for a one month Interest Period commencing on such date (or, if such date is not a Business Day, the preceding Business Day) plus 1.00% per annum.

Any change in the Base Rate due to a change in Barclay’s prime rate, the Federal Funds Rate or the Eurodollar Rate shall become effective on the date of change.

“Base Rate Loan” means any Loan during any period in which it bears interest at a rate determined by reference to the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrowing” means Loans of the same Type made, Converted or continued on the same date and, in the case of Eurodollar Rate Loans, as to which a single Interest Period is in effect.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to notices, determinations, fundings and payments in connection with the Eurodollar Rate or any Eurodollar Rate Loans, a day on which dealings in Dollar deposits are also carried on in the London interbank market.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

-3-

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Change in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement of (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 2.15(b) (Capital Adequacy), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person; (2) the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 40% or more of the total voting power of the Borrower’s Voting Stock; (3) the Borrower merges, consolidates or amalgamates with or into any other Person or any other Person merges, consolidates or amalgamates with or into the Borrower, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Borrower is reclassified into or exchanged for cash, securities or other property, other than any such transaction where (A) the outstanding Voting Stock of the Borrower is reclassified into or exchanged for other Voting Stock of the Borrower or for Voting Stock of the surviving Person, and (B) the holders of the Voting Stock of the Borrower immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the Borrower or the surviving Person immediately after such transaction as before the transaction or (4) the first day on which a majority of the Board of Directors of the Borrower are not Continuing Directors.

“Code” means the U.S. Internal Revenue Code of 1986, as currently amended.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted under any Collateral Document.

“Collateral Agent” means The Bank of New York Mellon Trust Company, N.A. or any successor thereto, acting in its capacity as collateral trustee, pursuant to the Collateral Trust Agreement.

-4-

“Collateral Documents” means the Stock Pledge Agreement (as it relates to this Agreement), the Collateral Trust Agreement (as it relates to this Agreement) and any other document executed and delivered by a Loan Party granting a Lien on any of its property to secure payment of the Obligations.

“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of May 3, 2009, by and among the Borrower, the other pledgors party thereto, the Collateral Agent and the senior debt representatives from time to time party thereto, as amended, supplemented or otherwise modified prior to the date hereof, and as further supplemented by the Additional Senior Debt Designation and the Collateral Trust Joinder – Additional Secured Debt.

“Collateral Trust Joinder – Additional Secured Debt” means the Collateral Trust Joinder – Additional Secured Debt, executed and delivered as of the date hereof by The Bank of New York Mellon Trust Company, N.A., as Junior Stock Lien Representative, to the Collateral Agent.

“Commitments” means, with respect to each Lender, the commitment of such Lender to make a Loan to the Borrower on the Loan Funding Date pursuant to Section 2.1 (The Loans) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the date hereof, the aggregate principal amount of the Commitments is $400,000,000.

“Committed Loan Notice” means a notice of (a) a Borrowing Loans pursuant to Section 2.2(b), (b) a Conversion of Loan from one Type to the other, or (c) a continuation of Eurodollar Rate Loans pursuant to Section 2.11(a) (Conversion/Continuation Option) which, if initially given in writing or when confirmed in writing after telephonic notice has been given, shall be substantially in the form of Exhibit B (Form of Committed Loan Notice).

“Compliance Certificate” has the meaning specified in Section 6.1(c) (Financial Statements).

“Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its Subsidiaries in accordance with GAAP.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) attributable to the shareholders of the Borrower and its Consolidated Subsidiaries for such period determined in accordance with GAAP.

“Consolidated Subsidiaries” means those Subsidiaries that are consolidated with the Borrower for financial reporting purposes.

“Consolidated Total Assets” means, as of any date of determination, after giving pro forma effect to any acquisition of assets on such date, the sum of the amounts that would appear on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as the total assets of the Borrower and its Consolidated Subsidiaries.

“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Capital Stock.

-5-

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Borrower who (1) was a member of such Board of Directors on the date of this Agreement or (2) was nominated for election or elected to such Board of Directors with the approval of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any security issued by such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Convert,” “Conversion” and “Converted” each refer to a conversion of Loans of one Type into Loans of the other Type.

“Corporate Chart” means a corporate organizational chart, list or other similar document in each case in form reasonably acceptable to the Administrative Agent and setting forth, for each Person that is a Loan Party, that is subject to Section 7.10 (Additional Collateral and Guarantees) or that is a Subsidiary of any of them, (a) the full legal name of such Loan Party, (b) the jurisdiction of organization, the organizational number (if any) and the tax identification number (if any) of such Loan Party, (c) the location of such Loan Party’s chief executive office (or sole place of business) and (d) the percentage of shares outstanding of each class of such Person’s Capital Stock owned (directly or indirectly) by any Loan Party or any Subsidiary of any of them.

“Debt” means, with respect to any specified Person, any debt of such Person in respect of borrowed money, including Guarantees related thereto.

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

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

“Domestic Hospital Subsidiary” means each of the Borrower’s current and future direct and indirect Subsidiaries organized in a jurisdiction in the United States that (i) owns or operates a hospital or (ii) has a direct or indirect equity ownership interest in a Subsidiary that owns or operates a hospital, other than, in each of the cases set forth in clauses (i) and (ii), above, any such Subsidiary that is a non-wholly-owned Subsidiary if the Constituent Documents thereof or related joint venture or similar agreements, or applicable law, would (A) prohibit the pledge of the Capital Stock of such Subsidiary without consent of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) or (B) upon the making of such pledge, trigger in favor of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) rights in respect of the Capital Stock of such Subsidiary.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

-6-

“Domestic Person” means any “United States person” under and as defined in Section 7701(a)(30) of the Code.

“EBITDA” means, for any period, (a) Consolidated Net Income for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income, but without duplication, (i) losses from discontinued operations, (ii) any provision for income taxes, (iii) any loss from the sale of facilities and long term investments, (iv) any net income attributable to noncontrolling interests, (v) Interest Expense, (vi) losses from extraordinary items or from the early extinguishment of debt, (vii) impairments of long-lived assets and goodwill and restructuring charges, (viii) depreciation and amortization expenses and (ix) stock based compensation expense minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) the cumulative effect (positive or negative, as the case may be) of changes in accounting principle, (ii) income from discontinued operations, (iii) any net credit for taxes, (iv) any income from the sale of facilities and long term investments, (v) any net loss attributable to noncontrolling interests and (vi) income from extraordinary items or from the early extinguishment of debt.

“Effective Date” has the meaning assigned to such term in Section 3.1 (Conditions to Effectiveness).

“Eligible Assignee” means any Person other than (i) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or (ii) the Borrower or any of its Affiliates.

“Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human or animal health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C. § 2601 et seq.); the Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents and any transfer of ownership notification or approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).

“Environmental Liabilities and Costs” means, with respect to any Group Member, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Group Member.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

-7-

“ERISA Affiliate” means, collectively, any Group Member, and any Person under common control or treated as a single employer with any Group Member, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (a) a reportable event described in Section 4043(b) (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or the treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirement of Law to qualify thereunder or (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“Eurodollar Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate” means a fluctuating rate per annum equal to (x) the rate per annum determined by the Administrative Agent to be the offered rate appearing on the Reuters Screen LIBOR01 Page (or any substitute or successor page or service) for any Interest Period or (y) if the rate in clause (x) above does not appear on such page or service or if such page or service is not available, the rate per annum determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average London Interbank Offered Rate for deposits for such Interest Period; provided, however, that in no event shall the Eurodollar Rate for any Interest Period be less than 1.00% per annum.

“Eurodollar Rate Loan” means any Loan that, for an Interest Period, bears interest at a rate determined by reference to the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 9.1 (Events of Default).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (i) any Taxes imposed on or measured by its net income, however denominated, and franchise (and similar) Taxes imposed on it in lieu of net income Taxes, imposed by a jurisdiction as a result of such recipient being organized in or having its principal office or applicable lending office in such jurisdiction, or as a result of any other connection between such Lender or agent and such jurisdiction other than any connections arising solely from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, and/or enforcing, any Loan Document, (ii) any branch profits Taxes imposed by the United States under

-8-

Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (i) above, (iii) in the case of a Lender (other than an assignee pursuant to a request by Borrower under Section 2.17 (Substitution of Lenders)), any U.S. federal withholding Tax that is imposed pursuant to any law in effect at the time the Lender becomes a party to this Agreement, or designates a new Applicable Lending Office, except to the extent such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Applicable Lending Office (or assignment), to receive additional amounts or indemnification payments from the Borrower or Guarantor with respect to such withholding Tax pursuant to Section 2.16(Taxes), (iv) any withholding Taxes attributable to the failure of such agent or Lender to deliver the documentation required to be delivered pursuant to Section 2.16, and (v) any U.S. federal withholding taxes imposed under FATCA.

“Existing Credit Agreement” means the amended and restated credit agreement dated as of October 19, 2010 among the Borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and the other parties thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith (in each case, as amended, restated, modified, supplemented, renewed, replaced or refinanced in whole or in part, from time to time).

“Existing LC Facility” means the Letter of Credit Facility Agreement dated as of March 7, 2014 among the Borrower, the LC participants and issuers party thereto and Barclays Bank PLC, as administrative agent (as amended, restated, modified, supplemented, renewed, replaced or refinanced in whole or in part, from time to time).

“Facility” means the Commitments and the provisions herein related to the Loans.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof any agreements entered into pursuant to Section 1471(b) of the Code, of as of the date of this Agreement (or any amended or successor version described above).

“Fee Letter” means the letter agreement dated as of March 23, 2015 among the Borrower, the Administrative Agent and the Arranger.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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

“Financial Statements” means the financial statements of the Group Members referred to in Section 4.4 (Financial Statements) or delivered pursuant to Section 6.1 (Financial Statements).

“First-Priority Lien Obligations” shall have the meaning assigned to such term under the Collateral Trust Agreement.

-9-

“Fiscal Quarter” means each of the three month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve month period ending on December 31.

“Fund” means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination, subject to Section 1.3 (Accounting Terms and Principles).

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank or stock exchange.

“Group Member” means, collectively, the Borrower and its Subsidiaries.

“Group Members’ Accountants” means Deloitte & Touche LLP or other independent nationally-recognized public accountants reasonably acceptable to the Administrative Agent.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt.

“Guarantor” means each of the Borrower’s current and future direct and indirect Subsidiaries organized in a jurisdiction in the United States that (i) owns or operates a hospital or (ii) has a direct or indirect equity ownership interest in a Subsidiary that owns or operates a hospital, other than, in each of the cases (i) and (ii), any such Subsidiary that is a non-wholly-owned Subsidiary if the Constituent Documents thereof or related joint venture or similar agreements, or applicable law, would (A) prohibit the entering into the Guaranty without the consent of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) or (B) upon the entry into the Guaranty, trigger in favor of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) rights in respect of the Capital Stock of such Subsidiary.

“Guaranty” means a guaranty, in substantially the form of Exhibit C (Form of Guaranty), executed by the Guarantors.

“Health Care Laws” means all relevant federal and state laws regulating health services or payment, including, but not limited to, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty laws (42 U.S.C. § 1320a-7a), the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d-1320d-8), Medicare (Title XVIII of the Social Security Act), Medicaid (Title

-10-

XIX of the Social Security Act), and any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates kickbacks, patient or program charges, recordkeeping, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation, or any other aspect of providing health care.

“Indemnified Matters” has the meaning specified in Section 11.4 (Indemnities).

“Indemnified Taxes” means (a) any and all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 11.4 (Indemnities).

“Indentures” means, collectively, (i) the Indenture, dated as of November 6, 2001 (as amended and supplemented from time to time), between the Borrower and The Bank of New York Mellon Trust Company, N.A., as Trustee, and (ii) the Indenture, dated as of September 27, 2013 (as amended and supplemented from time to time), between the Borrower and The Bank of New York Mellon Trust Company, N.A., as Trustee, in each case with respect to the Borrower’s Secured Notes, as applicable.

“Interest Expense” means, for any period, the consolidated total interest expense of the Borrower and its Consolidated Subsidiaries for such period plus interest capitalized during such period in accordance with GAAP.

“Interest Period” means, in the case of any Eurodollar Rate Loan, (a) initially, the period commencing on the date such Eurodollar Rate Loan is made or on the date of conversion of a Base Rate Loan to such Eurodollar Rate Loan and ending one week or one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice given to the Administrative Agent pursuant to Section 2.2 (Borrowing and Loans) and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurodollar Rate Loan pursuant to Section 2.11 (Conversion/Continuation Option), a period commencing on the last day of the immediately preceding Interest Period therefor and ending one week or one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice given to the Administrative Agent pursuant to Section 2.2(Borrowing and Loans); provided, however, that all of the foregoing provisions relating to Interest Periods in respect of Eurodollar Rate Loans are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) 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 end on the last Business Day of a calendar month;

(iii) the Borrower may not select any Interest Period that ends after the Maturity Date; and

(iv) there shall be outstanding at any one time no more than four (4) Interest Periods in the aggregate.

-11-

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“Junior Stock Lien Representative” means, in the case of any Series of Junior Stock Secured Debt, the trustee, agent or representative of the holders of such Series of Junior Stock Secured Debt who maintains the transfer register for such Series of Junior Stock Secured Debt and (A) is appointed as a Junior Stock Lien Representative (for purposes related to the administration of the Stock Lien Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Junior Stock Secured Debt, together with its successors in such capacity and (B) has executed a Collateral Trust Joinder – Additional Secured Debt.

“Junior Stock Secured Debt” shall have the meaning assigned to such term in the Collateral Trust Agreement.

“Land” of any Person means all of those plots, pieces or parcels of land now owned, leased or hereafter acquired or leased or purported to be owned, leased or hereafter acquired or leased (including, in respect of the Loan Parties, as reflected in the most recent Financial Statements) by such Person.

“Lender” has the meaning specified in the preamble to this Agreement.

“Liens” means liens, mortgages, pledges, charges, security interests or other encumbrances.

“Loan” means any loan made by any Lender pursuant to this Agreement.

“Loan Commitment Termination Date” means the earlier of (a) 5:00 New York City time on March 25, 2015 and (b) the Loan Funding Date (immediately after the making of the Loans on such date).

“Loan Funding Date” means the date on which the Loans are made pursuant to Section 2.1 (the Loans).

“Loan Documents” means, collectively, this Agreement, the Notes (if any), the Guaranty, the Collateral Documents and each certificate, agreement or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“Loan Party” means each of the Borrower and each Guarantor.

“Material Adverse Change” means a material adverse change in any of (a) the business, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) the legality, validity or enforceability of any Loan Document, (c) the perfection or priority of the Liens granted pursuant to the Collateral Documents, (d) the ability of the Borrower to repay the Obligations or of the other Loan Parties to perform their respective obligations under the Loan Documents or (e) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

“Maturity Date” means March 22, 2016.

-12-

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means proceeds received by the Borrower or any of its Subsidiaries after the Effective Date in cash or Cash Equivalents from any Specified Debt Incurrence, net of the transaction fees, costs and expenses paid or payable by the Borrower and its Subsidiaries in connection therewith.

“Non-Consenting Lender” has the meaning specified in Section 11.1(c) (Amendments, Waivers, Etc.).

“Non-U.S. Lender” means each Lender (or the Administrative Agent) that is a Non-U.S. Person.

“Non-U.S. Person” means any Person that is not a Domestic Person.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Loans made by such Lender, substantially in the form of Exhibit E (Form of Note), as may be amended, supplemented or modified from time to time.

“Obligations” means all principal, interest and fees payable with respect to the Loans and all other amounts, obligations, covenants and duties owing by the Borrower or any Guarantor to the Administrative Agent, any Lender, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, guaranty, indemnification or otherwise), present or future, arising under this Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower or any Guarantor under this Agreement and any other Loan Document and shall include all interest, fees and other monetary obligations which, but for the filing of a petition in bankruptcy with respect to the Borrower or any Guarantor, would have accrued on any Obligation, whether or not a claim is allowed against the Borrower or any Guarantor for such interest in the related bankruptcy proceeding.

“OFAC” has the meaning specified in Section 4.20 (OFAC).

“Other Secured Debt” has the meaning specified in Section 8.1 (Liens).

“Other Taxes” has the meaning specified in Section 2.16 (Taxes).

“Participant” has the meaning specified in Section 11.2(f) (Assignments and Participation).

“Patriot Act” means the USA Patriot Act of 2001 (31 U.S.C. § 5318 et seq.).

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

“Permit” means any permit, approval, authorization, license, variance, accreditation or permission required from a Governmental Authority under an applicable Requirement of Law or any accrediting organization.

-13-

“Permitted Credit Agreement Debt” means Debt outstanding under the Existing Credit Agreement in an aggregate principal amount not to exceed $1,000.0 million.

“Permitted Prior Liens” shall have the meaning assigned to such term under the Collateral Trust Agreement.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity or a Governmental Authority.

“Pledge Amendment” has the meaning specified in the definition of “Stock Pledge Agreement”.

“Pledgors” has the meaning specified in the definition of “Stock Pledge Agreement.”

“Ratable Portion” or (other than in the expression “equally and ratably”) “ratably” means, with respect to any Lender, the percentage obtained by dividing (a) the unused Commitment and outstanding Loans of such Lender by (b) the aggregate unused Commitments and outstanding Loans of all Lenders.

“Refinance” means, in respect of Debt, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay or to issue or incur other Debt, in exchange or replacement for, such Debt, in each case in whole or in part. Refinance and Refinancing shall have correlative meanings.

“Register” has the meaning specified in Section 2.7(b) (Evidence of Obligations).

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned, leased or operated by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, treaties, rules and regulations, orders, judgments, decrees and other determinations of, concessions, grants, franchises, licenses and other Contractual Obligations with, any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Requisite Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) total outstanding Loans and (b) aggregate unused Commitments.

“Responsible Officer” means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such Person.

-14-

“Sale and Lease-Back Transaction” means any arrangement with any Person (other than the Borrower or a Subsidiary), or to which any such Person is a party, providing for the leasing to the Borrower or a Subsidiary for a period of more than three years of any hospital that has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person or to any other Person (other than the Borrower or a Subsidiary), to which the funds have been or are to be advanced by such Person on the security of the leased property.

“SEC” means the Securities and Exchange Commission.

“Secured Debt” means Debt secured by a Lien upon the property or assets of the Borrower or any of its direct or indirect Subsidiaries.

“Secured Debt Ratio” means, as of any date of determination, the ratio of (a) Secured Debt to (b) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination date. In the event that the Borrower or any of its Subsidiaries issues, incurs, creates, assumes, guarantees, redeems, retires or extinguishes any Secured Debt (other than Secured Debt incurred under any revolving credit facility unless such Secured Debt has been permanently repaid and has not been replaced) subsequent to the commencement of the period for which the Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Secured Debt Ratio is made (for purposes of this definition, the “Calculation Date”), then the Secured Debt Ratio shall be calculated giving pro forma effect to such issuance, incurrence, creation, assumption, guarantee, redemption, retirement or extinguishment of Secured Debt, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Borrower or any of its Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated Secured Debt obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If, since the beginning of such period, any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any of its Subsidiaries since the beginning of such period shall have made any acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in accordance with Regulation S-X under the Securities Act of 1933, as amended, as determined in good faith by a responsible financial or accounting officer of the Borrower. For purposes of making the computation referred to above, any Secured Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the amount of such Secured Debt outstanding on the Calculation Date.

“Secured Notes” means each of the Borrower’s (i) 6.25% Senior Secured Notes due 2018, (ii) 4.75% Senior Secured Notes due 2020, (iii) 6.00% Senior Secured Notes due 2020, (iv) 4.50% Senior Secured Notes due 2021 and (v) 4.375% Senior Secured Notes due 2021.

“Secured Parties” means the Lenders, the Administrative Agent and any other holder of any Obligation.

“Selling Lender” has the meaning specified in Section 11.7 (Sharing of Payments, Etc.).

-15-

“Series of Junior Stock Secured Debt” has the meaning specified in the Collateral Trust Agreement.

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Vehicle” means any special purpose funding vehicle identified as such in writing by any Lender to the Administrative Agent.

“Specified Acquisition” means the series of transactions consummated pursuant to (i) the Contribution and Purchase Agreement, dated as of the date hereof, by the Borrower, USPI Group Holdings, Inc., a Delaware corporation, Ulysses JV Holding I LLC, a Delaware limited liability corporation, Ulysses JV Holding II LLC, a Delaware limited liability corporation, and BB Blue Holdings, Inc., a Delaware corporation, following which the Borrower will own 50.1% of the fully diluted equity interests of BB Blue Holdings, Inc. and (ii) the Share Purchase Agreement, dated as of the date hereof, by Tenet HealthSystem Medical, Inc., a Delaware corporation (“HealthSystem”) and a subsidiary of the Borrower, WCAS X Aspen UK LP and the other sellers party thereto, following which HealthSystem Medical, Inc. will own 100% of the issued A shares, B1 shares and B2 shares in the capital of European Surgical Partners Ltd, a company incorporated in England.

“Specified Acquisition Debt” means any interim loan financing incurred to finance, in whole or in part, the Specified Acquisition.

“Specified Debt Incurrence” means any incurrence of Debt by Group Member in the form of term loans or debt securities other than (i) Debt owing to the Borrower or any Subsidiary, (ii) any Specified Acquisition Debt or (iii) other Debt not included in clauses (i) and (ii) above in an aggregate principal amount not to exceed $50,000,000.

“Stock Lien Security Documents” has the meaning specified in the Collateral Trust Agreement.

“Stock Pledge Agreement” means, the Stock Pledge Agreement, dated as of March 3, 2009, by and among the Borrower, the other pledgors party thereto from time to time (together with the Borrower, the “Pledgors”) and The Bank of New York Mellon Trust Company, N.A., as amended, supplemented or otherwise modified prior to the date hereof, and as further amended by the Fourth Amendment to Stock Pledge Agreement, dated as of March 23, 2015 (the “Pledge Amendment”), by and among the Borrower, the Pledgors and The Bank of New York Mellon Trust Company, N.A.

“Subsidiary” means, with respect to any Person, (i) any corporation, limited liability company, association or other business entity of which more than 50% of the outstanding voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, managing members or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

-16-

“Substitute Institution” has the meaning specified in Section 2.17 (Substitution of Lenders).

“Substitution Notice” has the meaning specified in Section 2.17 (Substitution of Lenders).

“Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Returns” has the meaning specified in Section 4.8(a) (Taxes).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Title IV Plan” means a pension plan as defined in Section 3(2) of ERISA, other than a Multiemployer Plan, covered by Title IV of ERISA and to which any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Trust Indenture Act” has the meaning specified in Section 10.1(d) (Authorization and Action).

“Type” means, with respect to a Loan, its status as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the state of New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“U.S. Lender” means each Lender that is a Domestic Person.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person

Section 1.2 Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

-17-

Section 1.3 Accounting Terms and Principles

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.

Section 1.4 Conversion of Foreign Currencies

(a) Debt. Debt denominated in any currency other than Dollars shall be calculated using the Dollar Equivalent thereof as of the date of the Financial Statements on which such Debt is reflected.

(b) Rounding-Off. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Section 1.5 Certain Terms

(a) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in, this Agreement.

(b) Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above” and “below,” when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of the Requisite Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

-18-

(d) References in this Agreement to any statute shall be to such statute as amended or modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative.

(e) The term “including” when used in any Loan Document means “including without limitation” except when used in the computation of time periods.

(f) The terms “Lender” and “Administrative Agent” include, without limitation, their respective successors.

(g) Upon the appointment of any successor Administrative Agent pursuant to Section 10.7 (Successor Administrative Agent), references to Barclays in Section 10.4 (The Administrative Agent Individually) shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of its Affiliates if it so designates.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.1 The Loans

Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan in Dollars (each such loan, a “Loan”) to the Borrower on a single date on or prior to the Loan Commitment Termination Date, in an amount equal to the amount of such Lender’s Commitment. The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed. The Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

Section 2.2 Borrowings of Loans

(a) Each Borrowing shall be either Base Rate Loans or Eurodollar Rate Loans as the Borrower may request subject to and in accordance with this Section 2.2. Subject to the other provisions of this Section 2.2, Borrowings of more than one Type may be incurred at the same time.

(b) Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. three Business Days prior to the requested date of any such Borrowing of Eurodollar Rate Loans (except to the extent such notice is for a Borrowing of Eurodollar Rate Loans on the Loan Funding Date in which case, such notice must be received by the Administrative Agent not later than 11:00 a.m. two Business Days prior to the requested date of any such Borrowing of Eurodollar Rate Loans), and (ii) 11:00 a.m. one Business Day prior to the requested date of any such Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.2(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice delivered pursuant to this Section 2.2(b) (whether telephonic or written) shall specify (i) the requested amount of the Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice, then the applicable Loans shall be made as a Base Rate Loans. If the Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

-19-

(c) In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 3.1 (Conditions to Effectiveness), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(d) During the existence of an Event of Default, no Eurodollar Rate Loans may be requested without the consent of the Requisite Lenders.

(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

Section 2.3 [Reserved]

Section 2.4 [Reserved]

Section 2.5 Repayment of Loans

The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding on such date.

Section 2.6 [Reserved]

Section 2.7 Evidence of Debt

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Debt of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified a Special Purpose Vehicle as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower solely for this purpose and for tax purposes, shall establish and maintain at its address referred to in Section 11.8 (Notices, Etc.) a record of ownership in which such Lender shall register by book entry (i) the name and address of each such participant and Special Purpose Vehicle (and each change thereto, whether by assignment or otherwise) and (ii) the rights, interest or obligation of each such participant and Special Purpose Vehicle in any Obligation, in any Commitment and in any right to receive payment hereunder.

(b) (i) The Administrative Agent, acting as agent of the Borrower solely for this purpose and for tax purposes, shall establish and maintain at its address referred to in Section 11.8 (Notices, Etc.) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the Administrative Agent’s, each Lender’s interest in each Loan and in the right to receive any payments hereunder and any assignment of any such interest or rights. In addition, the Administrative

-20-

Agent, acting as a non-fiduciary agent of the Borrower solely for this purpose and for tax purposes, shall establish and maintain accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders, (ii) the Commitments of each Lender from time to time, (iii) the amount of each Loan made and, if a Eurodollar Rate Loan, the Interest Period applicable thereto, (iv) the amount of any principal or interest due and payable, and paid, by the Borrower to, or for the account of, each Lender hereunder and (v) the amount of any sum received by the Administrative Agent hereunder from the Borrower, whether such sum constitutes principal or interest (and the Type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s, share thereof, if applicable.

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including the Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans, shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or a registered assignee’s right, title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 2.7(b) and Section 11.2 (Assignments and Participations) shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor provisions of the Code or such regulations).

(c) The entries made in the Register and in the accounts therein maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. In addition, the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender, for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for inspection by the Borrower, the Administrative Agent or such Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing the Loans of such Lender, substantially in the form of Exhibit E (Form of Note).

Section 2.8 Optional Prepayments

The Borrower may prepay the outstanding principal amount of the Loans in whole or in part at any time; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amount owing pursuant to Section 2.14(d) (Breakage Costs).

Section 2.9 Mandatory Prepayments

In the event that any Group Member receives following the Effective Date any Net Cash Proceeds of any Specified Debt Incurrence, the Borrower shall, not later than the fifth Business Day following the receipt of such Net Cash Proceeds, prepay the Loans of each Lender on a pro rata basis in an aggregate amount equal to the amount of such Net Cash Proceeds.

-21-

Section 2.10 Interest

(a) Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:

(i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin for Loans that are Base Rate Loans; and

(ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Interest Period and (B) the Applicable Margin in effect from time to time during such Eurodollar Interest Period.

(b) Interest Payments. (i) Interest accrued on each Base Rate Loan shall be payable in arrears (A) on the first Business Day of each calendar quarter commencing on the first such day following the making of such Base Rate Loan, (B) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan and (C) upon payment in full of all Loans (ii) interest accrued on each Eurodollar Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each date during such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurodollar Rate Loan and (iii) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, upon the occurrence of an Event of Default specified in Section 9.1(a), (b), or (f) (Events of Default) and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations then due and payable shall, commencing on the date when the applicable Event of Default first occurred bear interest at a rate that is two percent per annum in excess of the rate of interest applicable to such Loans or other Obligations from time to time. Such interest shall be payable on the date that would otherwise be applicable to such interest pursuant to clause (b) above or otherwise on demand.

Section 2.11 Conversion/Continuation Option

(a) The Borrower may elect (i) at any time on any Business Day, to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of (x) at least $1,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) the outstanding principal amount of the Loans. Each conversion or continuation shall be allocated pro rata among the Lenders in accordance with the respective principal amount of the Loans being converted or continued. Each such election shall be in substantially the form of Exhibit B (Form of Committed Loan Notice) and shall be made by giving the Administrative Agent at least three Business Days’ prior written notice specifying (A) the amount and Type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion.

-22-

(b) The Administrative Agent shall give to each Lender a notice by not later than 2:00 p.m. (New York time) on the date a Committed Loan Notice has been delivered to the Administrative Agent pursuant to Section 2.11(a) above of the Administrative Agent’s receipt of such Committed Loan Notice and of the options selected therein. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Committed Loan Notice from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, such Loans shall be automatically converted to Base Rate Loans. Each Committed Loan Notice shall be irrevocable.

Section 2.12 Fees

(a) The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(b) The Borrower shall pay to the Administrative Agent for the account of each Lender on each of July 23, 2015, September 23, 2015, December 23, 2015 and on the Maturity Date, a fee equal to 0.25% of such Lender’s Loan that remains outstanding on such date.

Section 2.13 Payments and Computations

(a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 1:00 p.m. (New York time) on the day when due, in Dollars to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) below for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c) (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy), or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York time) shall, at the option of the Administrative Agent, be deemed to be received on the next Business Day.

(b) All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of interest accruing at the Base Rate, 365 days or 366 days, as applicable), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Each payment by the Borrower of any Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars.

-23-

(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. Unless otherwise specified by the Borrower, all repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods.

(e) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

(f) Except for (i) payments and other amounts received by the Administrative Agent for its own account or (ii) payments and other amounts received pursuant to Section 2.09 (Mandatory Prepayments), which such payments and other amounts shall be applied in accordance with the terms of such Section, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates.

Section 2.14 Special Provisions Governing Eurodollar Rate Loans

(a) Determination of Interest Rate. The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the Administrative Agent pursuant to the procedures set forth in the definition of “Eurodollar Rate.” The Administrative Agent’s determination shall be presumed to be correct absent manifest error and shall be binding on the Borrower.

(b) Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate than being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

-24-

(c) Illegality. Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) the obligation of such Lender to make or to continue Eurodollar Rate Loans and to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. If, at any time after a Lender gives notice under this clause (d), such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination to the Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

(d) Breakage Costs. In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (i) if for any reason a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Committed Loan Notice given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement setting forth in reasonable detail the basis for the amount so determined as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error.

Section 2.15 Capital Adequacy

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, or similar requirement (including any compulsory loan requirement, insurance charge or similar assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;

(ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans; or

(iii) subject any Lender to any Taxes (other than (A) Indemnified Taxes that are indemnified under Section 2.16 (Taxes) and (B) Excluded Taxes);

and the result of any of the foregoing shall be to increase the cost to such Lender of making a Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,

-25-

interest or otherwise), then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made or held, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Taxes

(a) Except as required by applicable law, any and all payments by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes. If any applicable law requires the deduction or withholding of any Tax from any such payment by any applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as may be necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.16), such Lender (or the Administrative Agent, in the case of a payment received by the Administrative Agent for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

(b) In addition, each Loan Party agrees to pay any present or future stamp, court or documentary Taxes or any other excise, property, intangible, recording, filing or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery, performance, enforcement, or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c) Each Loan Party shall, jointly and severally, indemnify each Lender and the Administrative Agent for the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) payable or paid by (or required to

-26-

be withheld or deducted from a payment to) such Lender or the Administrative Agent (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. This indemnification shall be made within 10 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.8 (Notices, Etc.), the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of such Loan Party contained in this Section 2.16 shall survive the payment in full of the Obligations.

(f) Each Lender that is entitled to an exemption from withholding Tax, or that is subject to such Tax at a reduced rate, shall provide the Administrative Agent and the Borrower, at the time or times reasonably requested by the Administrative Agent or the Borrower, properly completed and executed documentation certifying as to such Lender’s entitlement to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 2.16(f)), obsolete, expired or inaccurate in any material respect, promptly provide Administrative Agent and the Borrower with updated or other appropriate documentation (including any new documentation reasonably requested by the Administrative Agent or the Borrower) or promptly notify the Administrative Agent and the Borrower in writing of its inability to do so.

Without limiting the foregoing,

(i) Each Non-U.S. Lender shall deliver to the Administrative Agent and the Borrower, on or before the date on which it becomes a party to this Agreement, two completed originals of each of the following, as applicable:

(A) IRS Form W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business) or any successor form, (B) IRS Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor form, (C) in the case of a Non-U.S. Lender claiming exemption under Sections 871(h) or 881(c) of the Code, (1) IRS Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and (2) a certificate substantially in the form of Exhibit D-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”), (D) to the extent a Non-U.S. Lender is not the beneficial owner, IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming exemption from U.S. withholding tax under the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially

-27-

in the form of Exhibit D-4 on behalf of each such direct and indirect partner, or (E) any other applicable form, certificate or document prescribed by the IRS certifying as to such Non-U.S. Lender’s entitlement to such exemption from U.S. withholding tax or reduced rate with respect to any payments to be made to such Non-U.S. Lender under the Loan Documents.

(ii) Each U.S. Lender shall provide the Administrative Agent and the Borrower, on or before the date on which it becomes a party to this Agreement, with two completed originals of IRS Form W-9 (certifying that such U.S. Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent or the Borrower to comply with their obligations under FATCA, to determine whether or not such Lender has complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the date hereof.

Notwithstanding any other provision of this Section 2.16(f), no Lender shall be required to deliver any form or other documentation that such Lender is not legally eligible to deliver.

(g) Any Lender claiming any additional amounts payable pursuant to this Section 2.16 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that would be payable or may thereafter accrue and would not, in the sole determination of such Lender, subject such Lender to any unreimbursed cost or expense or be otherwise disadvantageous to such Lender.

Section 2.17 Substitution of Lenders

(a) In the event that (i) any Lender makes a claim under Section 2.15 (Capital Adequacy), (ii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(c) (Illegality) or (iii) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time following the occurrence of any of the events described in clauses (i) through (iii) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

-28-

(b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (which, pursuant to Section 11.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the latest of (i) the receipt by the Affected Lender of its portion of Loans outstanding owing to such Lender, together with any other Obligations then due and owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitment of the Affected Lender shall be terminated; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

(c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions to Effectiveness

The effectiveness of this Agreement and the obligation of each Lender to make the Loans requested to be made by it on the Loan Funding Date shall be subject to the satisfaction or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent (the date on which such conditions are satisfied or waived being herein called the “Effective Date”).

(a) Certain Documents. The Administrative Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Loan Funding Date, in respect of the Committed Loan Notice for such Eurodollar Rate Loans, at least two Business Days prior to the Loan Funding Date) each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

(i) this Agreement, duly executed and delivered by the Borrower;

(ii) the Guaranty, duly executed by each Guarantor;

(iii) (x) Pledge Amendment, duly executed by the Borrower and each Pledgor and The Bank of New York Mellon Trust Company, N.A., and (y) the Additional Secured Debt Designation, duly executed by the Borrower and the Collateral Agent, in each case, in the form previously provided to the Administrative Agent and Lenders;

-29-

(iv) evidence satisfactory to the Administrative Agent that the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral;

(v) [reserved];

(vi) a favorable opinion of (A) Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, (B) counsel to the Loan Parties in Nevada and (C) Deputy General Counsel of the Borrower, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request;

(vii) [reserved];

(viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification (other than for Tenet 100 Medical Center Slidell, L.L.C. (formerly known as NorthShore Regional Medical Center, L.L.C. which, as the date hereof, does not have bylaws or equivalent documents)), (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) the certificate of incorporation (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification;

(ix) the Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act as is reasonably requested in writing by the Administrative Agent at least five Business Days prior to the date hereof;

(x) a certificate of a Responsible Officer to the effect that (A) the Loan Parties, taken as a whole, are Solvent on the Effective Date, (B) the condition set forth in Section 3.1(d) has been satisfied and (C) no action, suit, investigation, litigation or proceeding not disclosed in the 2014 10-K has been commenced against any Loan Party or any of its Subsidiaries that (x) could have a Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Facility or the transactions contemplated hereby;

(xi) the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof; and

(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

(b) [reserved].

(c) Fees and Expenses Paid. There shall have been paid to the Administrative Agent, for the account of the Arranger, the Administrative Agent and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Effective

-30-

Date (including but not limited to all such fees described in Section 2.12 (Fees) that are payable on the Effective Date and all such fees described in the Fee Letter); provided however, that such fees and expenses may be netted from the Borrowing to be made on the Loan Funding Date and this condition precedent shall be satisfied upon the submission of an irrevocable authorization by the Borrower to the Administrative Agent permitting the netting of an amount that is equal to the fees and expenses required to be paid pursuant to this Section 3.1(c). The Borrower hereby irrevocably authorizes the Administrative Agent to net such amount from the Borrowing to be made on the Loan Funding Date.

(d) Representations and Warranties; No Defaults. The following statements shall be true on the date of such Loan, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

(i) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and

(ii) no Default or Event of Default shall have occurred and be continuing.

(e) No Legal Impediments. The making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such Loan and is not enjoined, temporarily, preliminarily or permanently.

Each submission by the Borrower to the Administrative Agent of a Committed Loan Notice and the acceptance by the Borrower of the proceeds of each Loan requested therein shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (d) above on the date of the making of such Loan.

Section 3.2 Determinations of Conditions

For purposes of determining compliance with the conditions specified in Section 3.1 (Conditions to Effectiveness), each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing hereunder specifying its objection thereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants each of the following to the Lenders and the Administrative Agent, on and as of the Effective Date and after giving effect to the making of the Loans and the other financial accommodations on the Loan Funding Date.

Section 4.1 Corporate Existence; Compliance with Law

Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and

-31-

in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect, (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect, and (g) is in compliance in all material respects with all laws relating to terrorism or money laundering, including the Patriot Act.

Section 4.2 Corporate Power; Authorization; Enforceable Obligations

(a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:

(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;

(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions Precedent), will have been duly authorized by all necessary action, including the consent of shareholders, partners and members where required;

(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any other material Contractual Obligation of such Loan Party or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.

(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.

-32-

Section 4.3 Subsidiaries; Borrower Information

(a) Set forth on Schedule 4.3(a) (Domestic Hospital Subsidiaries) is a complete and accurate list showing, as of the Effective Date, all Domestic Hospital Subsidiaries of the Borrower and, as to each such Domestic Hospital Subsidiary, the jurisdiction of its organization. No Capital Stock of any Guarantor is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Capital Stock of each Guarantor owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Guarantor, free and clear of all Liens (other than Liens permitted pursuant to Section 8.1 (Liens)), options, warrants, rights of conversion or purchase or any similar rights.

(b) Schedule 4.3(b) (Borrower Information) sets forth as of the Effective Date the name, address of principal place of business and tax identification number of the Borrower.

Section 4.4 Financial Statements

The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2014, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Deloitte & Touche LLP, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.

Section 4.5 Material Adverse Change

Since December 31, 2014, there has been no Material Adverse Change and there have been no events or developments that, in the aggregate, have had a Material Adverse Effect.

Section 4.6 Solvency

Both before and after giving effect to (a) the Loans to be made on the Effective Date or such other date as Loans requested hereunder are made or extended, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Borrower and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Loan Parties, taken as a whole, are Solvent.

Section 4.7 Litigation

Except as disclosed in the 2014 10-K, there are no pending or, to the knowledge of any Group Member, threatened actions, investigations, litigations, or proceedings affecting the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate, (x) could not have a Material Adverse Effect or (y) do not restrain, prevent or impose or can reasonably be expected to impose materially adverse conditions upon the Facility or the transactions contemplated hereby. The performance of any action by any Loan Party required or contemplated by any Loan Document is not restrained or enjoined (either temporarily, preliminarily or permanently).

Section 4.8 Taxes

(a) All federal, and other material state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by the Borrower or any of its Tax Affiliates have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and

-33-

correct in all material respects, and all Taxes reflected therein or otherwise due and payable have been paid except where contested in good faith and by appropriate proceedings if adequate reserves therefor have been established on the books of the Borrower or such Tax Affiliate in conformity with GAAP. Except as disclosed on Schedule 4.8 (Taxes), no Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. The Borrower and each of its Tax Affiliates have complied in all material respects with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

(b) Except as disclosed on Schedule 4.8 (Taxes), none of the Borrower or any of its Tax Affiliates has (i) executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for the filing of any Tax Return or the assessment or collection of any charges, (ii) incurred any obligation under any tax sharing agreement or arrangement other than those of which the Administrative Agent has received a copy prior to the date hereof or (iii) been a member of an affiliated, combined or unitary group other than the group of which the Borrower (or its Tax Affiliate) is the common parent.

Section 4.9 Full Disclosure

The information prepared or furnished by or on behalf of any Group Member in connection with this Agreement or the consummation of the transactions contemplated hereunder and thereunder taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not materially misleading in light of the circumstances under which such statements were made.

Section 4.10 Margin Regulations

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) and no proceeds of any Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in violation of Regulation T, U or X of the Federal Reserve Board.

Section 4.11 No Burdensome Restrictions; No Defaults

(a) No Group Member (i) is a party to any Contractual Obligation the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.1 (Liens)) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that would, in the aggregate, have a Material Adverse Effect.

(b) No Group Member is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect.

(c) No Default or Event of Default has occurred and is continuing.

(d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

-34-

Section 4.12 Investment Company Act

No Group Member is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Section 4.13 [Reserved]

Section 4.14 Use of Proceeds

The proceeds of the Loans made on the Loan Funding Date will be used by the Borrower solely (a) to repay outstanding loans under the Existing Credit Agreement and (b) for the payment of transaction costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby. The Borrower will not utilize the proceeds of any Loan in violation of the Foreign Corrupt Practices Act of 1977, as amended and no proceeds of any Loan will be used directly or indirectly to acquire any such margin stock or in violation of Regulation T, U or X of the Federal Reserve Board.

Section 4.15 Insurance

All policies of insurance of any kind or nature of the Borrower or any of its Subsidiaries, including policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person. None of the Borrower or any of its Subsidiaries has been refused insurance for any material coverage for which it had applied or had any policy of insurance terminated (other than at its request).

Section 4.16 Labor Matters

(a) There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving any Group Member, other than those that, in the aggregate, would not have a Material Adverse Effect.

(b) There are no unfair labor practices, grievances, complaints or arbitrations pending, or, to any Group Member’s knowledge, threatened, against or involving any Group Member, nor are there any arbitrations or grievances threatened involving any Group Member, other than those that, in the aggregate, would not have a Material Adverse Effect.

Section 4.17 ERISA

(a) Except for those that would not, in the aggregate, have a Material Adverse Effect, (i) each Benefit Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other Requirements of Law, (ii) there are no existing or pending (or, to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any liability and (iii) no ERISA Event is reasonably expected to occur.

(b) On the date of this Agreement, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.

-35-

Section 4.18 Environmental Matters

The operations of each Group Member have been and are in compliance with all Environmental Laws, including obtaining and complying with all required environmental, health and safety Permits, other than non-compliances that, in the aggregate, would not have a Material Adverse Effect.

Section 4.19 Intellectual Property

Each Group Member owns or licenses or otherwise has the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, Internet domain names, franchises, authorizations and other intellectual property rights that are necessary for the operations of its respective businesses, without infringement upon or conflict with the rights of any other Person with respect thereto, including all trade names associated with any private label brands of any Group Member, that would result in a Material Adverse Effect. To the knowledge of each Group Member, no license, permit, patent, patent application, trademark, trademark application, service mark, trade name, copyright, copyright application, Internet domain name, franchise, authorization, other intellectual property right, slogan or other advertising device, product, process, method, substance, part or component, or other material now employed, or now contemplated to be employed, by any Group Member infringes upon or conflicts with any rights owned by any other Person that would result in a Material Adverse Effect, and no claim or litigation regarding any of the foregoing is pending or threatened.

Section 4.20 Collateral Documents

The Collateral Documents create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the making of the filings contemplated in the Collateral Documents and/or the obtaining of “control” (as defined in the UCC) of the Collateral under the Collateral Documents, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior in right to all other Liens on the Collateral except for (i) Liens securing any First-Priority Lien Obligations and (ii) Permitted Prior Liens having priority over the Collateral Trustee’s Lien by operation of law or otherwise as permitted by this Agreement

Section 4.21 OFAC

No Group Member is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Borrower will not directly or indirectly use the proceeds of any Loan hereunder or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person subject to any U.S. sanctions administered by OFAC.

-36-

ARTICLE V

FINANCIAL COVENANT

The Borrower agrees with the Lenders and the Administrative Agent, as long as any Obligation (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing, the Borrower will not permit the Secured Debt Ratio on the last day of any Fiscal Quarter of the Borrower to exceed 4.25 to 1.0.

ARTICLE VI

REPORTING COVENANTS

The Borrower agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 6.1 Financial Statements

The Borrower shall furnish to the Administrative Agent (unless delivered electronically, with sufficient copies for each of the Lenders) each of the following:

(a) Quarterly Reports. Within 45 days after the end of the first three Fiscal Quarters of each Fiscal Year commencing with the Fiscal Quarter ending March 31, 2015, financial information regarding the Borrower and its Subsidiaries consisting of Consolidated unaudited balance sheets as of the close of such quarter and the related statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as of the close of such quarter, setting forth in comparative form (i) the figures of its Consolidated statement of income for the corresponding period in the prior year and (ii) the figures of its Consolidated statement of income and cash flow for that portion of the prior Fiscal Year ending as of the close of such quarter in the prior Fiscal Year, in each case certified by a Responsible Officer of the Borrower as fairly presenting the Consolidated financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

(b) Annual Reports. Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2015, financial information regarding the Borrower and its Subsidiaries consisting of Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern by the Group Member’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Group Member’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Group Member’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted

-37-

auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the financial statements of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenant) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

(c) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Borrower (each, a “Compliance Certificate”) (i) showing in reasonable detail the calculations used in determining (1) the Secured Debt Ratio as of the last day of such period and (2) demonstrating, to the extent required, compliance with the financial covenant contained in Article V (Financial Covenant) that is tested on a quarterly basis and (ii) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action that the Borrower proposes to take with respect thereto.

(d) Corporate Chart and Other Collateral Updates. Together with each delivery of any Financial Statement pursuant to clause (a) or (b) above (i) a certificate of a Responsible Officer of the Borrower certifying that the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (d)) is true, correct, complete and current as of the date of such Financial Statement and (ii) a certificate of a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent that all statements, updates and other documents (including updated schedules) required to be delivered pursuant to the Stock Pledge Agreement by any Loan Party in the preceding Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended). The reporting requirements set forth in this clause (d) are in addition to, and are not intended to and shall not replace or otherwise modify, any obligation of any Loan Party under any Loan Document (including other notice or reporting requirements). Compliance with the reporting obligations in this clause (d) shall only provide notice to the Administrative Agent and shall not, by itself, modify any obligation of any Loan Party under any Loan Document, update any Schedule to this Agreement or any schedule to any other Loan Document or cure, or otherwise modify in any way, any failure to comply with any covenant, or any breach of any representation or warranty, contained in any Loan Document or any other Default or Event of Default.

(e) [Reserved].

(f) [Reserved].

(g) Deemed Delivery. Information required to be delivered pursuant to clauses (a) and (b) of this Section 6.1 or Section 6.5 (SEC Filings) shall be deemed to have been delivered on the date on which the Borrower posts such information on the Borrower’s website on the Internet at http://www.tenethealth.com/, at www.sec.gov/ or at another website identified in a written notice to the Administrative Agent and the Lenders and accessible by the Administrative Agent and the Lenders without charge; provided, however, that the Borrower shall deliver electronic or paper copies of the information required to be delivered pursuant to clauses (a) and (b) to the Administrative Agent promptly thereafter.

Section 6.2 Default Notices

As soon as practicable, and in any event within five Business Days after a Responsible Officer of any Loan Party has actual knowledge of the existence of any Default, Event of Default or other

-38-

event having had a Material Adverse Effect or having any reasonable likelihood of causing or resulting in a Material Adverse Change, the Borrower shall give the Administrative Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

Section 6.3 Litigation

Promptly after the commencement thereof, the Borrower shall give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator affecting any Group Member that in the reasonable judgment of the Borrower, would have a Material Adverse Effect.

Section 6.4 [Reserved]

Section 6.5 [Reserved]

Section 6.6 [Reserved]

Section 6.7 ERISA Matters

The Borrower shall furnish the Administrative Agent (unless delivered electronically, with sufficient copies for each of the Lenders) promptly and in any event within 30 days after any Group Member or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, written notice describing such event.

Section 6.8 Environmental Matters

The Borrower shall provide the Administrative Agent promptly and in any event within 10 days after any Group Member learning of any of the following, written notice of each of the following:

(a) that any Loan Party is or may be liable to any Person as a result of a Release or threatened Release that would result in a Material Adverse Effect;

(b) the receipt by any Loan Party of any notice of violation of or potential liability under, or knowledge by such Loan Party that there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which, in the aggregate, would not result in a Material Adverse Effect; and

(c) the commencement of any judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, that, in the aggregate, would result in a Material Adverse Effect.

Section 6.9 [Reserved]

Section 6.10 Tax Reporting

If the Borrower determines that it intends to treat the Loans and the related transactions contemplated hereby as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4 of the Code, the Borrower shall give the Administrative Agent written notice thereof and shall deliver to the Administrative Agent all IRS forms required in connection therewith.

-39-

Section 6.11 [Reserved]

Section 6.12 Other Information

The Borrower shall provide the Administrative Agent or any Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of the Group Members as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE VII

AFFIRMATIVE COVENANTS

The Borrower agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 7.1 Preservation of Corporate Existence, Etc.

Each Loan Party shall preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Section 8.4 (Sale of Assets) and Section 8.5 (Fundamental Changes).

Section 7.2 Compliance with Laws, Etc.

Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Conduct of Business

Each Group Member shall (a) conduct its business in the ordinary course and (b) use its reasonable efforts, in the ordinary course of business, to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with any Group Member, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in the aggregate, have a Material Adverse Effect.

Section 7.4 Payment of Taxes, Etc.

Each Group Member shall file all Tax Returns required to be filed by it before such returns are delinquent and will pay all Taxes when due and payable, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of such Group Member in conformity with GAAP.

Section 7.5 Maintenance of Insurance

Each Group Member shall maintain or cause to be maintained insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Group Member operates, and, in any event, all insurance required by any Collateral Documents.

-40-

Section 7.6 Access

Each Group Member shall from time to time permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within five Business Days (or such longer period as agreed to by the Administrative Agent) after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of each Group Member, (b) visit the properties of each Group Member, (c) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (d) communicate directly with any certified public accountants (including the Group Member’s Accountants). Each Group Member shall authorize its certified public accountants (including the Group Members’ Accountants) of any Group Member to disclose to the Administrative Agent or any Lender any and all financial statements and other information of any kind, as the Administrative Agent or any Lender reasonably requests and that such accountants may have with respect to the business, financial condition, results of operations or other affairs of any Group Member.

Section 7.7 Keeping of Books

Each Group Member shall keep proper books of record and account in which full and correct entries shall be made in conformity with GAAP of all financial transactions and the assets and business of each Group Member.

Section 7.8 Maintenance of Properties, Etc.

Each Group Member shall maintain and preserve (a) in good working order and condition all of its properties necessary in the conduct of its business, (b) all rights, permits, licenses, approvals and privileges (including all Permits) used or useful or necessary in the conduct of its business and (c) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve the items set forth in clauses (a), (b) and (c) above would not, in the aggregate, have a Material Adverse Effect.

Section 7.9 [Reserved]

Section 7.10 Additional Collateral and Guarantees

(a) The Borrower shall cause each Subsidiary that Guarantees the Secured Notes and any other newly created or acquired direct or indirect Subsidiary organized in a jurisdiction in the United States that (i) owns or operates a hospital or (ii) has a direct or indirect equity interest in a Subsidiary that owns or operates a hospital, other than, in each of the cases (i) and (ii), any such Subsidiary that is a non-wholly-owned Subsidiary if the Constituent Documents thereof or related joint venture or similar agreements, or applicable law, would (A) prohibit the entering into the Guaranty without the consent of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) or (B) upon the entry into the Guaranty, trigger in favor of the equity holders thereof (other than the Borrower or its wholly owned Subsidiaries) rights in respect of the Capital Stock of such Subsidiary, to execute and deliver to the Administrative Agent a joinder to the Guaranty in form reasonably satisfactory to the Administrative Agent.

(b) The Borrower shall, and shall cause the Guarantors that are Pledgors, to comply with all obligations under the Stock Pledge Agreement (as it relates to the Obligations).

-41-

ARTICLE VIII

NEGATIVE COVENANTS

The Borrower agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 8.1 Liens

(a) Neither the Borrower nor any of its Subsidiaries will issue, incur, create, assume or guarantee (collectively, “incur”) any Debt secured by Liens upon property or assets (including the Collateral), unless at the time of and after giving effect to the incurrence of such Debt, the aggregate amount of all such Secured Debt (including the aggregate principal amount of Secured Notes outstanding at such time) shall not exceed the greater of (x) $3.2 billion and (y) the amount which would cause the Secured Debt Ratio to exceed 4.0 to 1.0; provided that, the aggregate amount of all such Debt secured by a Lien senior to the Lien securing the Obligations shall not exceed the greater of (a) $2.6 billion and (b) the amount which would cause the Secured Debt Ratio to exceed 3.0 to 1.0. If any such Secured Debt (other than Permitted Credit Agreement Debt) is secured by property or assets other than the Collateral, the Obligations shall be secured equally and ratably with, or prior to such debt (or, in the case of the Secured Notes, the Existing LC Facility and other Debt secured by Liens ranking pari passu with the Liens securing the Secured Notes, junior to the Liens securing the Secured Notes, the Existing LC Facility and such other Debt), provided further that up to $75.0 million in principal amount of such Secured Debt (“Other Secured Debt”) is not subject to the equal and ratable security requirement set forth in this sentence. To the extent that the Borrower or any of its Subsidiaries incurs any additional Debt permitted under this Section 8.1 (other than Other Secured Debt) that is secured by a Lien on the Collateral, such Liens shall be subject to the Collateral Trust Agreement.

(b) The foregoing provisions of Section 8.1(a) shall not apply to:

(i) Liens securing Permitted Credit Agreement Debt;

(ii) Liens in favor of the Borrower or a Domestic Hospital Subsidiary;

(iii) Liens existing on the date of this Agreement and disclosed on Schedule 8.1 (Existing Liens);

(iv) Liens in favor of a government or governmental entity that:

(A) secure Debt that is guaranteed by the government or governmental entity, or

(B) secure Debt incurred to finance all or some of the purchase price or cost of construction of goods, products or facilities produced under contract or subcontract for the government or governmental entity;

(v) Liens arising in connection with the transfer of tax benefits in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954 (or any similar provision of law from time to time in effect); provided, that such Liens (i) are incurred within 90 days (or any longer period, not in excess of one year, as any such provision of law may from time to time permit) after the acquisition of the property or equipment subject to said Lien, (ii) do not extend to any other property or equipment, and (iii) are solely for the purpose of said transfer of tax benefits;

-42-

(vi) Liens created in substitution of or as replacements for any Liens permitted by clauses (i) to (v) set forth above; provided that the property encumbered by any substitute or replacement Lien is similar in nature and value to the property encumbered by the Lien that is being replaced, as determined in good faith by a Responsible Officer of the Borrower; and

(vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (vi) inclusive of any Debt secured thereby; provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the same property that secured the Lien extended, renewed or replaced (plus improvements on such property).

(c) The Borrower shall not permit the aggregate face amount of obligations of the Borrower and its Subsidiaries in respect of letters of credit, bank guarantees, surety bonds and similar instruments that do not constitute Debt (including the Obligations) that are secured by Liens on any assets of the Borrower or any of its Subsidiaries ranking pari passu or senior to the Liens, if any, on such assets securing the Obligations, to exceed $900,000,000 at any time outstanding.

Section 8.2 Sale and Lease-Back Transactions

(a) The Borrower covenants and agrees that neither it nor any of its Subsidiaries will enter into any Sale and Lease-Back Transaction with another Person, other than the Borrower or any Guarantor, unless:

(i) the Borrower or such Subsidiary could incur the Attributable Indebtedness in respect of such Sale and Lease-Back Transaction secured by a Lien on the property to be leased in compliance with Section 8.1 (Liens); and

(ii) the Borrower complies with Section 8.4 (Sale of Assets).

(b) Notwithstanding the provisions in Section 8.2(a), the Borrower and any of its Subsidiaries may enter into any Sale and Lease-Back Transaction; provided that the aggregate Attributable Indebtedness in respect of all such Sale and Lease-Back Transactions does not exceed the greater of (x) $650.0 million and (y) 5% of Consolidated Total Assets.

Section 8.3 Limitation on Issuance of Guarantees by Subsidiaries

The Borrower will not permit any of its Subsidiaries to Guarantee any Debt of the Borrower, unless at the time of and after giving effect to the issuance of such Guarantee, the aggregate amount of all such guaranteed Debt (including the aggregate principal amount of Secured Notes outstanding at such time) shall not exceed the greater of (x) $4.2 billion or (y) 5.0 times the aggregate amount of EBITDA for the most recent four consecutive Fiscal Quarters ending prior to the date of determination; provided that, unless the Obligations are secured by substantially all the property and assets (other than accounts receivable and cash) of the Guarantors, the aggregate amount of all such Debt guaranteed by Guarantees that are senior to the Guaranty shall not exceed the greater of (a) $2.6 billion and (b) 3.0 times the aggregate amount of EBITDA for the most recent four consecutive Fiscal Quarters ending prior to the date of determination. The foregoing restriction will not prohibit the issuance of Guarantees by any of the

-43-

Borrower’s Subsidiaries in respect of Permitted Credit Agreement Debt. For purposes of the foregoing restriction, Debt and EBITDA shall be calculated on a pro forma basis consistent with the definition of “Secured Debt Ratio”.

Section 8.4 Sale of Assets

The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition except to the extent permitted under the Indentures and the Borrower shall undertake an asset sale offer with the proceeds of any such Asset Disposition to the extent required under the Indentures.

Section 8.5 Fundamental Changes

No Loan Party shall merge or consolidate with or into any other Person unless (i) except in the case of the Borrower, such merger or consolidation is in connection with a disposition not otherwise prohibited hereby following which such Loan Party shall no longer be a Subsidiary of the Borrower or (ii) the surviving Person is a Loan Party organized under the laws of the United States or any State thereof and, if the surviving Person is not the Loan Party, such surviving Person expressly assumes all obligations of the Loan Party party thereto under the Loan Documents.

ARTICLE IX

EVENTS OF DEFAULT

Section 9.1 Events of Default

Each of the following events shall be an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan when the same becomes due and payable; or

(b) the Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan Documents or any other Obligation (other than one referred to in clause (a) above) and such non-payment continues for a period of three Business Days after the due date therefor; or

(c) any representation or warranty made or deemed made by any Loan Party in any Loan Document or by any Loan Party (or any of its officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(d) any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Article V (Financial Covenant), Sections 6.1 (Financial Statements), 6.2 (Default Notices), 7.1 (Preservation of Corporate Existence, Etc.) (solely as it relates to the maintenance of the Borrower’s existence) or 7.10 (Additional Collateral and Guarantees) or Article VIII (Negative Covenants) or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(e) (i) Any Group Member shall fail to make any payment on any Debt of such Group Member (other than the Obligations) or any guarantee obligation in respect of Debt of any

-44-

other Person, and, in each case, such failure relates to Debt having an aggregate principal amount of $50,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the agreement governing such Debt, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or (iii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(f) (i) Any Loan Party shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Loan Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property; provided, however, that, in the case of any such proceedings instituted against any Loan Party (but not instituted by any Loan Party), either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Loan Party shall take any corporate action to authorize any action set forth in clauses (i) and (ii) above; or

(g) one or more judgments or orders (or other similar process) involving, (i) in the case of money judgments, an aggregate amount whose Dollar Equivalent exceeds $50,000,000, and (ii) in the case of non-monetary judgments, such judgments, in the aggregate, that would result in a Material Adverse Effect, in each case, to the extent not covered by insurance (excluding insurance where the applicable insurer has disputed its obligations to pay thereunder), shall be rendered against one or more of the Borrower and its Subsidiaries and such judgment, order or similar process shall continue unsatisfied and unstayed for a period of 30 days; or

(h) an ERISA Event shall occur and the Dollar Equivalent of the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, exceeds $50,000,000 in the aggregate; or

(i) any provision of any Loan Document after delivery thereof shall for any reason fail or cease to be valid and binding on, or enforceable against, any Loan Party party thereto, or any Loan Party shall so state in writing; or

(j) the Collateral Documents shall for any reason fail or cease to create a valid and enforceable Lien on any Collateral purported to be covered thereby in an aggregate amount in excess of $5,000,000 or, except as permitted by the Loan Documents, such Lien shall fail or cease to be a perfected and second priority Lien, or any Loan Party shall so state in writing; or

(k) there shall occur any Change of Control.

Section 9.2 Remedies

During the continuance of any Event of Default, the Administrative Agent (a) may, and, at the request of the Requisite Lenders, shall, by notice to the Borrower declare that all or any portion of the Commitments be terminated, whereupon the obligation of each Lender to make any Loan shall immediately

-45-

terminate and (b) may, and, at the request of the Requisite Lenders, shall, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of the Events of Default specified in Section 9.1(f) (Events of Default), (x) the Commitments of each Lender to make Loans shall each automatically be terminated and (y) the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. In addition to the remedies set forth above, the Administrative Agent may exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided by applicable law.

Section 9.3 [Reserved]

Section 9.4 Rescission

If at any time after termination of the Commitments or acceleration of the maturity of the Loans, the Borrower shall pay all arrears of interest and all payments on account of principal of the Loans that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Events of Default and Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.1 (Amendments, Waivers, Etc.), then upon the written consent of the Requisite Loans and written notice to the Borrower, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; provided, however, that such action shall not affect any subsequent Event of Default or Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Requisite Lenders, and such provisions are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

ARTICLE X

THE ADMINISTRATIVE AGENT

Section 10.1 Authorization and Action

(a) Each Lender hereby appoints Barclays as the Administrative Agent hereunder and each Lender authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents and, in the case of the Collateral Documents, to act as agent and representative for the Lenders and the other Secured Parties under such Collateral Documents.

(b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders,

-46-

and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders except to the limited extent provided in Section 2.7(c) (Evidence of Debt), and its duties are entirely administrative in nature. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other Obligation. The Administrative Agent may perform any of its duties under any Loan Document by or through its agents or employees and may appoint sub-agents hereunder (including for purposes of the Register and for purposes of acting as Secured Debt Representative (as defined in the Collateral Trust Agreement) for the Secured Parties under the Collateral Trust Agreement). No such sub-agent shall be entitled to the same protections as the Administrative Agent hereunder. The Administrative Agent shall have no liability as a result of any action or inaction of any sub-agent, except to the extent the Administrative Agent was grossly negligent in selecting such sub-agent. Each Lender and the Administrative Agent hereby appoint The Bank of New York Mellon Trust Company, N.A. as the Collateral Agent and the Junior Stock Lien Representative under the Collateral Documents and each Lender authorizes the Collateral Agent and the Junior Stock Lien Representative to take such action as collateral agent or junior stock lien representative, as applicable, on its behalf and to exercise such powers under the Collateral Documents as are delegated to the Collateral Agent or the Junior Stock Lien Representative under such Collateral Documents and to exercise such powers as are reasonably incidental thereto.

(d) In the event that Barclays or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by any Loan Party, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any Obligation of such Loan Party hereunder or under any other Loan Document by or on behalf of Barclays in its capacity as the Administrative Agent for the benefit of any Loan Party under any Loan Document (other than Barclays or an Affiliate of Barclays) and which is applied in accordance with the Loan Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

(e) Notwithstanding anything to the contrary contained in this Agreement, the Arranger shall have no obligations or duties whatsoever under this Agreement or any other Loan Document to any Loan Party, any Lender in its capacity as “Arranger,” and shall have no rights separate from its rights as a Lender.

Section 10.2 Administrative Agent’s Reliance, Etc.

None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (b) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be

-47-

taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Group Member in or in connection with this Agreement or any other Loan Document, (d) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Section 10.3 Posting of Approved Electronic Communications

(a) Each of the Lenders and each Group Member agree that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and each Group Member acknowledges and agrees 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. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders and each Group Member hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c) The Approved Electronic Platform and the Approved Electronic Communications are provided “as is” and “as available.” None of the Administrative Agent or any of its Affiliates 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 Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including, without limitation, 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 Approved Electronic Platform or the Approved Electronic Communications.

(d) Each of the Lenders and each Group Member agree that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

-48-

Section 10.4 The Administrative Agent Individually

With respect to its Ratable Portion, Barclays shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders,” “Requisite Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, the Administrative Agent in its individual capacity as a Lender or as one of the Requisite Lenders. Barclays and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with, any Loan Party as if Barclays were not acting as the Administrative Agent.

Section 10.5 Lender Credit Decision

Each Lender acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender, conduct its own independent investigation of the financial condition and affairs of the Borrower and each other Loan Party in connection with the making and continuance of the Loans. Each Lender also acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents. Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come into the possession of the Administrative Agent or any Affiliate thereof or any employee or agent of any of the foregoing.

Section 10.6 Indemnification

Each Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender’s aggregate Ratable Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Administrative Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or such Affiliate’s gross negligence or willful misconduct as determined by the final nonappealable judgment of a court of competent jurisdiction. Without limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or another Loan Party. Nothing herein shall limit the Borrower’s indemnification obligations set forth in this Agreement.

-49-

Section 10.7 Successor Administrative Agent

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Section 10.8 Concerning the Collateral and the Collateral Documents

(a) Each Lender agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by any Group Member, (ii) act as representative for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, (iii) manage, supervise and otherwise deal with the Collateral, (iv) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents to secure the Obligations and (v) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.

(b) Each of the Lenders hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held for the benefit of the Lenders against any of the following:

(i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable; and

(ii) any part of the Collateral sold or disposed of by a Loan Party to a Person that is not a Loan Party if such sale or disposition is permitted by Section 8.4 (Sale of Assets) (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement).

-50-

Any Guarantor disposed of to a Person that is not a Loan Party, if such disposition is permitted by this Agreement, shall be automatically released from any of its obligations under the Guaranty, Stock Pledge Agreement or any other Loan Document to which it is a party, unless either immediately before or after giving effect to such release a Default or Event of Default has occurred and is continuing.

Each of the Lenders hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens, or otherwise evidence the release of obligations, to be released pursuant to this Section 10.8 promptly upon the effectiveness of any such release.

Section 10.9 Withholding Taxes

To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16 (Taxes), each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.9. The agreements in this Section 10.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Loan Party therefrom shall in any event be effective with respect to this Agreement or the Obligations unless the same shall be in writing and signed by each of the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following:

(i) waive any condition specified in Section 3.1 (Conditions to Effectiveness), except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions to Effectiveness), subject to the provisions of Section 3.2 (Determinations of Conditions);

-51-

(ii) increase or extend the Commitment of such Lender or subject such Lender to any additional obligation;

(iii) extend the scheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal or interest of any such Loan or fees owing to such Lender (it being understood that Section 2.9 (Mandatory Prepayments) does not provide for scheduled date fixed for payment or for the reduction of such Lender’s Commitment);

(iv) reduce, or release the Borrower from its obligations to repay, the principal amount of any Loan owing to such Lender (other than by the payment or prepayment thereof);

(v) reduce the rate of interest on any Loan outstanding and owing to such Lender or any fee payable hereunder to such Lender;

(vi) expressly subordinate any of the Obligations or any Liens securing the Obligations except in accordance with the Collateral Trust Agreement and this Agreement;

(vii) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment;

(viii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;

(ix) release all or substantially all of the Collateral except as provided in Section 10.8(b) (Concerning the Collateral and the Collateral Documents) or release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with the sale or other disposition of a Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or

(x) amend Section 10.8(b) (Concerning the Collateral and the Collateral Documents), Section 11.7 (Sharing of Payments, Etc.), this Section 11.1 or definition of any of the terms “Ratable Portion” or “Requisite Lenders”;

and provided, further, that (1) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(e) (Assignments and Participations), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder; (2) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents; (3) no amendment, waiver or consent shall, unless in writing and signed by the Lenders required above to take such action, affect the rights or duties of such Lender under this Agreement or the other Loan Documents; and (4) the Administrative Agent may, with the consent of the Borrower, amend, modify or supplement this Agreement to cure any omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.

-52-

(b) The Administrative Agent may, but shall have no obligation to, with the written 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 the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(c) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), then, as long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any Eligible Assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Commitments of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and shall not be effective until (x) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance or deliver any Note shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Section 11.2 Assignments and Participations

(a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Loans); provided, however, that (i) if any such assignment shall be of the assigning Commitments, such assignment shall cover the same percentage of such Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $1,000,000 or an integral multiple of $100,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed); provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default specified in Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and be continuing.

-53-

(b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, other than in respect of assignments made pursuant to Section 2.17 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and the Commitments of each Lender. Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register.

(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(e) In addition to the other assignment rights provided in this Section 11.2, each Lender may do each of the following:

(i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and

(ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) or other central

-54-

bank having jurisdiction over such Lender and (B) without consent of the Administrative Agent or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Lender’s securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above;

provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or clause (f) below. Each party hereto acknowledges and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (e) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and 2.16 (Taxes) and of Section 2.14(d) (Illegality) as if it were such Lender (subject to the requirements and limitations of such Sections, it being understood that any documentation required to be provided under Section 2.16(f) shall be provided to such Lender) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.14(c) (Illegality), 2.15 (Capital Adequacy) or 2.16 (Taxes) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders.

(f) Each Lender may sell participations to one or more Persons (each, a “Participant”) in or to all or a portion of its rights and obligations under the Loan Documents. The terms of such participation shall not, in any event, require the Participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such Participant under the Loan Documents, to which such Participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Participant shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and

-55-

2.16 (Taxes) (subject to the requirements and limitations of such Sections, it being understood that any documentation required to be provided under Section 2.16(f) shall be provided to such Lender) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, no Participant shall be entitled to receive any greater payment under Section 2.15 (Capital Adequacy) or 2.16 (Taxes) than such Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Law after the sale of the participation takes place.

Section 11.3 Costs and Expenses

(a) The Borrower agrees upon demand to pay, or reimburse the Administrative Agent and the Arranger for, all of the Administrative Agent’s or the Arranger’s, as the case may be, reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable documented out-of-pocket costs and expenses of every type and nature (including, without limitation, the reasonable fees, expenses and disbursements of the Administrative Agent’s and Arranger’s counsel, Cahill Gordon & Reindel LLP, one local legal counsel in each relevant jurisdiction, auditors, accountants, appraisers, field examiners, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent in connection with any of the following: (i) the Administrative Agent’s audit and investigation of the Group Members in connection with the preparation, negotiation or execution of any Loan Document or the Administrative Agent’s periodic audits of the Group Members, as the case may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions Precedent)), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries, this Agreement or any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries, this Agreement or any other Loan Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of the same. The foregoing notwithstanding, unless an Event of Default shall have occurred and be continuing, the Borrower shall only be obligated to reimburse the Administrative Agent and Lenders for two audits and/or appraisals in any Fiscal Year.

(b) The Borrower further agrees to pay or reimburse the Administrative Agent and each of the Lenders upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent, such Lenders in connection with any of the following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

-56-

Section 11.4 Indemnities

(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Group Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Group Member, or the owner, lessee or operator of any property of any Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Arranger, any Lender, or the Administrative Agent, the Arranger, any Lender having become the successor in interest to any Group Member and (y) attributable solely to acts of the Administrative Agent, the Arranger, such Lender or any agent on behalf of the Administrative Agent, the Arranger or such Lender.

(b) The Borrower shall indemnify the Administrative Agent, the Arranger, the Lender for, and hold the Administrative Agent, the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Arranger, the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

-57-

(c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Borrower shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 11.4) or any other Loan Document shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.

Section 11.5 Limitation of Liability

(a) The Borrower agrees that no Indemnitee shall have any liability (whether in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). The Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Section 11.6 Right of Set-off

Upon the occurrence and during the continuance of any Event of Default and so long as the Requisite Lenders have requested that the Administrative Agent declare the Obligations to be immediately due and payable pursuant to Section 9.2 (Remedies), or the Obligations have become immediately due and payable without notice pursuant to Section 9.2 (Remedies), then each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Obligations at any time owing by such Lender or its Affiliates to or for the credit or the account of any Group Member against any and all of the Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and even though such Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

-58-

Section 11.7 Sharing of Payments, Etc.

(a) If any Lender (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Stock Pledge Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise)) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b) If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii) the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or payable by the Purchasing Lender in respect of the total amount so recovered.

(c) The Borrower agrees that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 11.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 11.8 Notices, Etc.

(a) Addresses for Notices. All notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

(i) if to the Borrower:

TENET HEALTHCARE CORPORATION

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

Attention: Chief Financial Officer

Telecopy no: (469) 893-3246

E-Mail Address: Dan.Cancelmi@tenethealth.com

Attention: Treasurer

Telecopy no: (469) 893-3133

E-Mail Address: Tyler.Murphy@tenethealth.com

-59-

Attention: Assistant General Counsel

Telephone no: (469) 893-6733

E-Mail Address: Paul.Castanon@tenethealth.com

with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Aaron F. Adams

Telephone no: (212) 351-2494

E-Mail Address: afadams@gibsondunn.com

(ii) if to any Lender, at its Applicable Lending Office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the signature page of any applicable Assignment and Acceptance; and

(iii) if to the Administrative Agent:

BARCLAYS BANK PLC

745 Seventh Avenue

New York, New York 10019

Attn: Mathew Cybul

Telephone: (212) 526-5851

Telefax: (212) 526-5115

E-mail: mathew.cybul@barclays.com / ltmny@barclays.com

With a copy to:

BARCLAYS BANK PLC

1301 Sixth Avenue

New York, New York 10019

Attn: Edward Pan

Telephone: (212) 320-0152

Telefax: (917) 522-0569

E-mail: xraUSLoanOps5@barclays.com / Edward.pan@barclayscapital.com

or at such other address as shall be notified in writing (x) in the case of the Borrower and the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Borrower and the Administrative Agent.

(b) Effectiveness of Notices. All notices, demands, requests, consents and other communications described in clause (a) above shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails, (iii) if delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the extent permitted by Section 10.3 (Posting of Approved Electronic Communications) to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such

-60-

items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified that such communication has been posted to the Approved Electronic Platform and (iv) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided in clause (a) above; provided, however, that notices and communications to the Administrative Agent pursuant to Article II (The Commitments and Credit Extensions) or Article X (The Administrative Agent) shall not be effective until received by the Administrative Agent.

(c) Use of Electronic Platform. Notwithstanding clauses (a) and (b) above (unless the Administrative Agent requests that the provisions of clause (a) and (b) above be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication by any other means the Loan Parties shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent at the electronic mail address (or similar means of electronic delivery) as the Administrative Agent may notify the Borrower from time to time. Nothing in this clause (c) shall prejudice the right of the Administrative Agent or any Lender to deliver any Approved Electronic Communication to any Loan Party in any manner authorized in this Agreement or to request that the Borrower effect delivery in such manner.

Section 11.9 No Waiver; Remedies

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.10 Binding Effect

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it and thereafter shall be binding upon and inure solely to the benefit of the Borrower, the Administrative Agent and each Lender and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 11.11 Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 11.12 Submission to Jurisdiction; Service of Process

(a) The Borrower hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Loan Document to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

-61-

(ii) consents that any such action or proceeding will be brought in such courts and waives trial by jury and any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 11.8 (Notices, Etc.) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Section 11.13 Waiver of Jury Trial

EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Section 11.14 Marshaling; Payments Set Aside

Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 11.15 Section Titles

The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection hereof immediately followed by a reference in parenthesis to the title of the Section containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire Section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such Section, the reference to the title shall govern absent manifest error. If any reference to the number of a Section (but not to any clause, sub-clause or subsection thereof) is followed immediately by a reference in parenthesis to the title of a Section, the title reference shall govern in case of direct conflict absent manifest error.

-62-

Section 11.16 Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission, electronic mail or by posting on the Approved Electronic Platform shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrower and the Administrative Agent.

Section 11.17 Entire Agreement

This Agreement, together with all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern.

Section 11.18 Confidentiality

Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section 11.18, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.18 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section 11.18, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided, however, that, in the case of information received from the Borrower or any of its Subsidiaries after the

-63-

date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.18 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 11.19 Patriot Act Notice

Each Lender subject to the Patriot Act hereby notifies the Borrower that, pursuant to the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the other Loan Parties, including the name and address of the Borrower and the other Loan Parties and other information that will allow such Lender to identify the Borrower and the other Loan Parties in accordance with the Patriot Act.

Section 11.20 No Lender Parties Implied Duties

The Administrative Agent, the Arranger, each Lender and each of their respective Affiliates (for the purpose of this Section 11.20 each a “Lender Party” and, collectively the “Lender Parties”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in this Agreement or any of the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by this Agreement and the other Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

[SIGNATURE PAGES FOLLOW]

-64-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

TENET HEALTHCARE CORPORATION,
as Borrower
By:	/s/ Tyler Murphy
	Name:	Tyler C. Murphy
	Title:	Vice President and Treasurer

[Signature Page to Interim Loan Agreement]

BARCLAYS BANK PLC,
as Administrative Agent and Lender
By:	/s/ Craig J. Malloy
	Name:	Craig J. Malloy
	Title:	Director

[Signature Page to Interim Loan Agreement]

EX-10.2

Exhibit 10.2

GUARANTY

GUARANTY AGREEMENT (this “Guaranty”), dated as of March 23, 2015, by and among the Persons listed on the signature pages hereof under the caption “Guarantors”(together with any other entity that becomes a guarantor hereunder pursuant to Section 15 hereof, the “Guarantors” and each, a “Guarantor”) and Barclays Bank PLC, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Interim Loan Agreement referred to below).

Reference is made to that certain Interim Loan Agreement, dated as of March 23, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Interim Loan Agreement”), by and among Tenet Healthcare Corporation, a Nevada corporation (the “Borrower”), the Lenders (as defined in the Interim Loan Agreement) from time to time party thereto and the Administrative Agent. Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Interim Loan Agreement.

The Lenders have agreed to make certain Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Interim Loan Agreement. Each Guarantor is a Subsidiary of the Borrower and acknowledges that it has derived and will derive substantial benefit from such Loans made by the Lenders to the Borrower. As consideration therefor and in order to induce the Lenders to make such Loans, each Guarantor is willing to execute this Guaranty.

Accordingly, the parties hereto agree as follows:

1. Guaranty. Each Guarantor hereby, unconditionally and irrevocably, guarantees to the Lenders the full and prompt payment when due, whether at stated maturity, upon acceleration, demand or otherwise, and at all times thereafter, of the Obligations and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of the Lenders in connection with the Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection.

2. Rights of Lenders. Each Guarantor consents and agrees that the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as each Lender may determine in its sole discretion; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

3. Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lenders) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Lenders to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in each Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of

1

remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenders; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Obligations have been fully performed and indefeasibly paid in full in cash.

Each Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

4. Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other Guarantor, and a separate action may be brought against such Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

5. Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any Commitments of the Lenders or Loans provided by the Lenders with respect to the Obligations are terminated (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted). If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the Administrative Agent on behalf of the Lenders and shall forthwith be paid to the Lenders to reduce the amount of the Obligations, whether matured or unmatured.

6. Subordination of Guaranty to Guarantor Senior Debt. Each Guarantor covenants and agrees, and the Lenders through the Administrative Agent, by its acceptance hereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Section 6, the obligations of each Guarantor under its Guaranty are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Guarantor Senior Debt (as defined below) of each Guarantor. The provisions of this Section 6 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guarantor Senior Debt is rescinded or must otherwise be returned by a holder of Guarantor Senior Debt upon any Guarantor Proceeding (as defined below) or otherwise, all as though such payment had not been made.

For purposes of this Guaranty, “Guarantor Senior Debt” means with respect to any Guarantor, such Guarantor’s Guarantee of (i) the Existing LC Facility, the Secured Notes and the Existing Credit Agreement and (ii) any other Debt to the extent, in the case of clause (ii), such Guarantee is not subordinated in right of payment to any other Guarantee by such Guarantor and was incurred in compliance with Section 8.3 of the Interim Loan Agreement.

(a) Payment Over of Proceeds Upon Dissolution, Etc. In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or

2

proceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Guarantor, then and in any such event specified in clause (i), (ii) or (iii) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt shall be entitled to receive or retain payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of all Guarantor Senior Debt before the Lenders are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of any obligations in respect of this Guaranty (including any interest accruing on or after the filing of any Guarantor Proceeding relating to a Guarantor, whether or not allowed in such Guarantor Proceeding) or on account of any purchase or other acquisition of Loans by any Guarantor or any Subsidiary of a Guarantor (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of this Guaranty in any such Guarantor Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section 6(a), any Lender shall have received any Guarantee Payment before all Guarantor Senior Debt of a Guarantor is paid in full in cash or cash equivalents and if such fact shall, at or prior to the time of a Guarantee Payment, have been made known to such Lender, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy or other person making payment or distribution of assets of such Guarantor for the application to the payment of all Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay the Guarantor Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness.

For purposes of this Section 6 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of any Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt to substantially the same extent as, or to a greater extent than, the Guaranty of the Guarantors are so subordinated as provided in this Section 6.

The consolidation of any Guarantor with, or the merger of any Guarantor into, another Person or the liquidation or dissolution of any Guarantor following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 8.05 of the Interim Loan Agreement shall not be deemed a Guarantor Proceeding for the purposes of this Section 6 if the Person formed by such consolidation or into which such Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.05 of the Interim Loan Agreement.

(b) No Payment When Guarantor Senior Debt in Default. In the event that any Guarantor Senior Payment Default (as defined below) shall have occurred and be continuing, then no Guarantee Payment shall be made unless and until such Guarantor Senior Payment Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of Guarantor Senior Debt shall have been paid in full in cash or cash equivalents. “Guarantor Senior Payment Default” means any default in the payment of principal of (or premium, if any) or interest on Guarantor Senior Debt when due, whether at the due date of any such payment or by declaration of acceleration or call for redemption.

3

Upon the occurrence of a Guarantor Senior Non-Payment Default (as defined below) and receipt of written notice by the applicable Guarantor of the occurrence of such Guarantor Senior Non-Payment Default from any holder of Guarantor Senior Debt (or any trustee, agent or other representative for such holder) which is the subject of such Guarantor Senior Non-Payment Default, no payments on account of principal of, premium, if any, or Guarantee Payment may be made during a period (the “Guarantor Payment Blockage Period”) commencing on the date of the receipt by such Guarantor of such notice and ending the earlier of (i) the date on which such Guarantor Senior Non-Payment Default shall have been cured or waived or ceased to exist or all Guarantor Senior Debt which was the subject of such Guarantor Senior Non-Payment Default shall have been paid in full in cash or cash equivalents and (ii) the 179^th day after the date of the receipt of such notice. No Guarantor Senior Non-Payment Default that existed or was continuing on the date of the commencement of a Guarantor Payment Blockage Period may be made the basis of the commencement of a subsequent Guarantor Payment Blockage Period whether or not within a period of 360 consecutive days, unless such Guarantor Senior Non-Payment Default shall have been cured for a period of not less than 90 consecutive days. In any event, notwithstanding the foregoing, no more than one Guarantor Payment Blockage Period may be commenced during any 360-day period and there shall be a period of at least 181 days during each 360-day period when no Payment Blockage Period is in effect. “Guarantor Senior Non-Payment Default” means the occurrence or existence and continuance of an event of default with respect to Guarantor Senior Debt, other than a Guarantor Senior Payment Default, that permits the holders of the Guarantor Senior Debt (or a trustee or other agent on behalf of the holders thereof) then to declare such Guarantor Senior Debt due and payable prior to the date on which it would otherwise become due and payable.

The failure to make any payment under this Guaranty by reason of the provisions of this Section 6(b) will not be construed as preventing the occurrence of an Event of Default with respect to the Loans arising from any such failure to make payment pursuant to the Interim Loan Agreement. Upon termination of any period of Guarantor Payment Blockage Period the applicable Guarantor shall resume making any and all required payments in respect of its Guaranty, including any missed payments.

In the event that, notwithstanding the foregoing, any Guarantor shall make any Guarantee Payment to any Lender prohibited by the foregoing provisions of this Section 6(b), and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to any given Lender, then and in such event such Guarantee Payment to such Lender shall be paid over and delivered forthwith to the holders of the Guarantor Senior Debt in the same form received and, until so turned over, the same shall be held in trust by such Lender as the property of the holders of the Guarantor Senior Debt.

By reason of such subordination, in the event of insolvency of any Guarantor, unsubordinated creditors of such Guarantor who are not holders of Guarantor Senior Debt or of the Loans may recover less, ratably, than holders of Guarantor Senior Debt and more, ratably, than Lenders. The provisions of this Section 6(b) shall not apply to any Guarantee Payment with respect to which Section 6(a) would be applicable.

(c) Payment Permitted If No Default. Nothing contained in this Section 6 or elsewhere in this Guaranty shall prevent (i) any Guarantor, at any time except during the pendency of any Guarantor Proceeding referred to in Section 6(a) or under the conditions described in Section 6(b), from making Guarantee Payments, or (ii) the retention of such Guarantee Payment by any Lender, if, at the time of such Guarantee Payment it did not have knowledge that such Guarantee Payment would have been prohibited by the provisions of this Section 6.

4

(d) Subrogation to Rights of Lenders of Guarantor Senior Debt. Only after the payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of Guarantor Senior Debt of any Guarantor, the Lenders shall be subrogated to the rights of the holders of such Guarantor Senior Debt to receive payments and distributions of cash, property and securities applicable to such Guarantor Senior Debt until the principal of (and premium, if any) and interest on the Loans shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Debt of a Guarantor of any cash, property or securities to which the Lenders would be entitled except for the provisions of this Section 6, and no payments over pursuant to the provisions of this Section 6 to the holders of Guarantor Senior Debt by Lenders, shall, as among such Guarantor, its creditors other than holders of Guarantor Senior Debt of such Guarantor and the Lenders, be deemed to be a payment or distribution by such Guarantor to or on account of the Guarantor Senior Debt of such Guarantor.

(e) Provisions Solely to Define Relative Rights. The provisions of this Section 6 are and are intended solely for the purpose of defining the relative rights of the Lenders on the one hand and the holders of Guarantor Senior Debt on the other hand. Nothing contained in this Section 6 or elsewhere in this Guaranty is intended to or shall (i) impair, as among a Guarantor, its creditors other than holders of Guarantor Senior Debt of a Guarantor and the Lenders, the obligation of a Guarantor, which are absolute and unconditional (and which, subject to the rights under this Section 6 of the holders of Guarantor Senior Debt of a Guarantor, are intended to rank equally with all other general secured obligations of a Guarantor), to pay to the Lenders the principal of and interest on the Loans as and when the same shall become due and payable in accordance with their terms; or (ii) affect the relative rights against a Guarantor of the Lenders and creditors of a Guarantor other than the holders of Guarantor Senior Debt; or (iii) prevent any Lender from exercising all remedies otherwise permitted by applicable law upon default under this Guaranty, subject to the rights, if any, under this Section 6 of the holders of Guarantor Senior Debt of a Guarantor to receive cash, property and securities otherwise payable or deliverable to such Lender.

(f) No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Guaranty, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt may, at any time and from time to time, without the consent of or notice to the Lenders, without incurring responsibility to the Lenders and without impairing or releasing the subordination provided in this Section 6 or the obligations hereunder of the Lenders to the holders of Guarantor Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt, or otherwise amend or supplement in any manner Guarantor Senior Debt or any instrument evidencing the same or any agreement under which Guarantor Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt; (iv) settle or compromise any such Guarantor Senior Debt or any other liability of any obligor of such Guarantor Senior Debt to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Guarantor Senior Debt) in any manner or order; (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Guarantor Senior Debt by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any

5

obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Guarantor Senior Debt or any liability of any obligor to the holders of such Guarantor Senior Debt or any liability issued in respect of such Guarantor Senior Debt; and (vi) exercise or refrain from exercising any rights against any Guarantor and any other Person.

(g) Reliance by Lenders of Guarantor Senior Debt on Subordination Provisions. Each Lender, by making a Loan, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Guarantor Senior Debt, whether such Guarantor Senior Debt was created or acquired before or after the making of a Loan, to acquire and continue to hold, or to continue to hold, such Guarantor Senior Debt and such holder of such Guarantor Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Guarantor Senior Debt.

If a proper claim or proof of debt in the form required in such proceeding is not filed by or on behalf of all Lenders prior to 30 days before the expiration of the time to file such claims or proofs, then the holders or a representative of any Guarantor Senior Debt are hereby authorized, and shall have the right (without any duly), to file an appropriate claim on behalf of the Lenders.

7. Termination; Reinstatement. (a) Except as set forth in clauses (b) and (c) of this Section 7, this Guaranty is a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are indefeasibly paid in full in cash and any Commitments of the Lenders or Loans provided by the Lenders with respect to the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are terminated.

(b) In the event of any sale or other disposition of all of the Capital Stock of any Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Borrower or a Subsidiary of the Borrower in a transaction that is not prohibited by the Interim Loan Agreement, then such Guarantor will be released and relieved of any obligations under this Guaranty; provided that such sale or other disposition shall be in accordance with Section 8.4 of the Interim Loan Agreement.

(c) Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be received, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Lender exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lenders in their reasonable discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (“Bankruptcy Law”) or otherwise, otherwise all as if such payment had not been made or such setoff had not occurred and whether or not any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

8. Stay of Acceleration. In the event that acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against each Guarantor or the Borrower under any Bankruptcy Law, or otherwise, all such amounts shall nonetheless be payable by such Guarantor immediately upon demand by the Lenders.

6

9. Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented or modified, except in accordance with Section 11.1(a) of the Interim Loan Agreement. No failure by any Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by any Lender and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantors for the benefit of any Lender or any term or provision thereof.

10. Condition of the Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor of the Obligations such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that the Lenders have no duty, and such Guarantor is not relying on the Lenders at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Lenders to disclose such information and any defense relating to the failure to provide the same).

11. Setoff. If and to the extent any payment is not made when due hereunder, each Lender may setoff and charge from time to time any amount so due against any or all of the Guarantor’s accounts or deposits with such Lender in accordance with Section 11.6 of the Interim Loan Agreement.

12. Representations and Warranties. Each Guarantor represents and warrants that as of the Effective Date, the representations and warranties set forth in Article IV of the Interim Loan Agreement, as they relate to such Guarantor or to the Guaranty, each of which is incorporated herein by reference, are true and correct in all material respects except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.

13. GOVERNING LAW; ASSIGNMENT; JURISDICTION. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a) bind each Guarantor and its successors and assigns; provided that such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of each Lender and its successors and assigns and the Lender may, without notice to such Guarantor and without affecting such Guarantor’s obligations hereunder, assign, sell or grant participations in the Obligations and this Guaranty, in whole or in part. This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Each Guarantor hereby irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to this Guaranty or any other Loan Document to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding will be brought in such courts and waives trial by jury and any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified below or at such other address as from

7

time to time notified by such Guarantor; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

14. Notices. All notices and other communications to each Guarantor under this Guaranty shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below or at such other address in the United States as may be specified by such Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to such Guarantor.

For any Guarantor:

c/o Tenet Healthcare Corporation

1445 Ross Avenue, Suite 1400

Dallas, TX 75202

Facsimile No.: (469) 893-8600

Attention: General Counsel

15. Additional Guarantors. Each Subsidiary of the Borrower or other Person that is required to become a party to this Guaranty pursuant to Section 7.10 of the Interim Loan Agreement shall become a Guarantor as required by the Interim Loan Agreement for all purposes of this Guaranty upon execution and delivery by such Subsidiary of a joinder agreement in form reasonably satisfactory to the Administrative Agent.

16. Section Titles. The section titles contained in this Guaranty are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between parties hereto, except when used to reference a section.

17. WAIVER OF JURY TRIAL. EACH OF THE LENDERS AND THE GUARANTORS IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.

[Signature Pages follows]

8

Executed this 23^rd day of March, 2015.

GUARANTORS:

AMERICAN MEDICAL (CENTRAL), INC.

AMI INFORMATION SYSTEMS GROUP, INC.

AMISUB (HEIGHTS), INC.

AMISUB (HILTON HEAD), INC.

AMISUB (SFH), INC.

AMISUB (TWELVE OAKS), INC.

AMISUB OF NORTH CAROLINA, INC.

AMISUB OF SOUTH CAROLINA, INC.

AMISUB OF TEXAS, INC.

ANAHEIM MRI HOLDING, INC. (formerly known as USC UNIVERSITY HOSPITAL, INC. and formerly known as TENET 1500 SAN PABLO, INC.)

ATLANTA MEDICAL CENTER, INC.

BROOKWOOD HEALTH SERVICES, INC.

CGH HOSPITAL, LTD., by: CORAL GABLES HOSPITALS, INC., as general partner

COASTAL CAROLINA MEDICAL CENTER, INC.

COMMUNITY HOSPITAL OF LOS GATOS, INC.

CORAL GABLES HOSPITAL, INC.

CYPRESS FAIRBANKS MEDICAL CENTER, INC.

DELRAY MEDICAL CENTER, INC.

DES PERES HOSPITAL, INC.

DOCTORS HOSPITAL OF MANTECA, INC.

DOCTORS MEDICAL CENTER OF MODESTO, INC.

EAST COOPER COMMUNITY HOSPITAL, INC.

FMC MEDICAL, INC.

FOUNTAIN VALLEY REGIONAL HOSPITAL AND MEDICAL CENTER

FRYE REGIONAL MEDICAL CENTER, INC.

GOOD SAMARITAN MEDICAL CENTER, INC.

HEALTHCARE NETWORK CFMC, INC.

HEALTHCARE NETWORK HOLDINGS, INC.

HEALTHCORP NETWORK, INC.

HEALTHCARE NETWORK LOUISIANA, INC.

HEALTHCARE NETWORK MISSOURI, INC.

HEALTHCARE NETWORK TEXAS, INC.

HEALTH SERVICES NETWORK HOSPITALS, INC.

HEALTH SERVICES NETWORK TEXAS, INC.

HIALEAH HOSPITAL, INC.

HILTON HEAD HEALTH SYSTEM, L.P., by: TENET PHYSICIAN SERVICES – HILTON HEAD, INC., as general partner

JFK MEMORIAL HOSPITAL, INC.

LAKEWOOD REGIONAL MEDICAL CENTER, INC.

LIFEMARK HOSPITALS, INC.

LIFEMARK HOSPITALS OF FLORIDA, INC.

9

LOS ALAMITOS MEDICAL CENTER, INC.

NEW MEDICAL HORIZONS II, LTD., by: CYPRESS FAIRBANKS MEDICAL CENTER INC., as general partner

NORTH FULTON MEDICAL CENTER, INC.

NORTH SHORE MEDICAL CENTER, INC.

ORNDA HOSPITAL CORPORATION

PALM BEACH GARDENS COMMUNITY HOSPITAL, INC.

PLACENTIA-LINDA HOSPITAL, INC.

SAINT FRANCIS HOSPITAL – BARTLETT, INC.

SIERRA VISTA HOSPITAL, INC.

SLH VISTA, INC.

SPALDING REGIONAL MEDICAL CENTER, INC.

SRRMC MANAGEMENT, INC.

ST. MARY’S MEDICAL CENTER INC.

SYLVAN GROVE HOSPITAL, INC.

TENET 100 MEDICAL CENTER SLIDELL, L.L.C (formerly known as NORTHSHORE REGIONAL MEDICAL CENTER, L.L.C.), by: HEALTHCARE NETWORK LOUISIANA, INC., as sole and managing member

TENET CALIFORNIA, INC.

TENET FLORIDA, INC.

TENET FRISCO, LTD., by: HEALTHCARE NETWORK TEXAS, INC., as general partner

TENET HEALTHSYSTEM HAHNEMANN, L.L.C., by: TENET HEALTHSYSTEM PHILADELPHIA, INC., as managing member

TENET HEALTHSYSTEM MEDICAL, INC.

TENET HEALTHSYSTEM PHILADELPHIA, INC.

TENET HEALTHSYSTEM ST. CHRISTOPHER’S HOSPITAL FOR CHILDREN, L.L.C., by: TENET HEALTHSYSTEM PHILADELPHIA, INC., as managing member

TENET HOSPITALS LIMITED, by: HEALTHCARE NETWORK TEXAS, INC., as general partner

TENET PHYSICIAN SERVICES — HILTON HEAD, INC.

TH HEALTHCARE, LTD., by: LIFEMARK HOSPITALS, INC., as general partner

TWIN CITIES COMMUNITY HOSPITAL, INC.

VHS VALLEY MANAGEMENT COMPANY, INC.

VHS VALLEY HEALTH SYSTEM, LLC, by: VHS VALLEY MANAGEMENT COMPANY, INC., its sole member

VHS BROWNSVILLE HOSPITAL COMPANY, LLC, by: VHS VALLEY HEALTH SYSTEM, LLC, its sole member, by: VHS VALLEY MANAGEMENT COMPANY, INC., its sole member

VHS HARLINGEN HOSPITAL COMPANY, LLC, by: VHS VALLEY HEALTH SYSTEM, LLC, its sole member, by: VHS VALLEY MANAGEMENT COMPANY, INC., its sole member

WEST BOCA MEDICAL CENTER, INC.

HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC

VHS ACQUISITION CORPORATION

VHS ACQUISITION SUBSIDIARY NUMBER 1, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 3, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 7, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 9, INC.

VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC.

VHS DETROIT RECEIVING HOSPITAL, INC.

VHS HARPER-HUTZEL HOSPITAL, INC.

VHS HURON VALLEY-SINAI HOSPITAL, INC.

VHS OF ARROWHEAD, INC.

VHS OF ILLINOIS, INC.

10

VHS REHABILITATION INSTITUTE OF MICHIGAN, INC.

VHS SAN ANTONIO PARTNERS, LLC, by: VHS ACQUISITION SUBSIDIARY NUMBER 5, INC., its managing member, and VHS HOLDING COMPANY, INC.

VHS SINAI-GRACE HOSPITAL, INC.

VHS WEST SUBURBAN MEDICAL CENTER, INC.

VHS WESTLAKE HOSPITAL INC.

VHS OF PHOENIX, INC.

VANGUARD HEALTH FINANCIAL COMPANY, LLC

VANGUARD HEALTH HOLDING COMPANY I, LLC

VANGUARD HEALTH HOLDING COMPANY II, LLC

VANGUARD HEALTH MANAGEMENT, INC.

VANGUARD HEALTH SYSTEMS, INC.

VHS OF MICHIGAN, INC.

By:	/s/ Tyler C. Murphy
Name:	Tyler C. Murphy
Title:	Treasurer

DESERT REGIONAL MEDICAL CENTER, INC.

DOCTORS MEDICAL CENTER OF MODESTO, INC.

LOS ALAMITOS MEDICAL CENTER, INC.

SAN RAMON REGIONAL MEDICAL CENTER, LLC (as successor by merger to SAN RAMON REGIONAL MEDICAL CENTER, INC.)

By:	/s/ James E. Snyder, III
Name:	James E. Snyder, III
Title:	Assistant Treasurer
ADMINISTRATIVE AGENT:
BARCLAYS BANK PLC,
as Administrative Agent
By:	/s/ Craig J. Malloy
Name:	Craig J. Malloy
Title:	Director

11

EX-99.1

Exhibit 99.1

	NEWS RELEASE

Tenet, United Surgical Partners International and Welsh Carson to Create the Nation’s Largest Ambulatory Surgery Platform

Tenet and USPI to Combine Their Ambulatory Surgery and Imaging Centers in New Joint Venture

Tenet to Own 50.1% with Path to Full Ownership

Tenet Also Acquiring 100% of Aspen Healthcare, Entering the Attractive

U.K. Short-Stay Surgery Market

DALLAS – March 23, 2015 – Tenet Healthcare Corporation (NYSE: THC) and Welsh, Carson, Anderson & Stowe have signed a definitive agreement under which Tenet and United Surgical Partners International (USPI) will combine their short-stay surgery and imaging center assets into a new joint venture. The Tenet and USPI joint venture will be the largest provider of ambulatory surgery in the United States.

Under the terms of the agreement, Tenet will initially own 50.1% of the joint venture and will consolidate its financial results. Welsh Carson and the other existing investors in USPI will initially own the remaining 49.9%. Tenet will have a path to full ownership of USPI over the next five years through a put/call structure.

The joint venture will have ownership interests in 244 ambulatory surgery centers, 16 short-stay surgical hospitals and 20 imaging centers in 29 states. It will maintain the USPI brand, as well as USPI’s innovative three-way partnership model with physicians and leading not-for-profit health systems. The combined operations will have partnerships with 50 health systems and more than 4,000 physicians at the facility level. Bill Wilcox will continue to lead USPI as chief executive officer, and Brett Brodnax, president and chief development officer of USPI, will lead the company’s strategy and growth efforts. Kyle Burtnett, senior vice president for outpatient services at Tenet, will join USPI as president of ambulatory services and will take on the additional role of chief integration officer for the new venture.

“Through strong partnerships with physicians and leading health systems, USPI has built a network of relationships and facilities that are providing high quality surgical care across the United States,” said Trevor Fetter, Tenet’s president and chief executive officer. “Creating this joint venture with the premier operator of short-stay hospitals and surgery centers has strategic and financial benefits for both parties. The partnership accelerates Tenet’s and USPI’s shared strategy to expand our ambulatory service offerings to meet growing consumer demand for services that are provided in a lower cost, more convenient setting and that are aligned with the long-term transition to value-based care. In addition, together Tenet, USPI and Conifer Health Solutions will be even better positioned as a strategic and capital partner to not-for-profit health systems. Financially, this transaction is expected to be neutral to EPS this year and accretive to EPS in 2016, to sustainably increase our growth and profitability, and improve our cash flow profile.”

Bill Wilcox, chief executive officer of USPI, said, “We share Tenet’s vision and excitement with regard to the benefits of this transaction and look forward to working with Tenet to grow our ambulatory services platform. Tenet is committed to delivering high quality care and clearly values its partners, and together we will further establish USPI as the innovative leader in providing ambulatory solutions for healthcare systems. The growth potential of USPI is strengthened as a result of this partnership.”

Tenet also has entered into a definitive agreement to acquire from Welsh Carson the operations of Aspen Healthcare Ltd., which operates nine private hospitals and clinics in the United Kingdom. Aspen began as a two hospital system that was acquired by USPI in April 2000 with backing from Welsh Carson. USPI grew the system before a restructuring of the USPI group in 2012, which resulted in it becoming an independent company majority owned by Welsh Carson.

“Aspen Healthcare has achieved a strong track record of performance under Welsh Carson’s ownership, and their significant and smart capital investments in recent years have positioned the company to drive additional robust growth in the future,” said Mr. Fetter.

Both transactions are subject to customary closing conditions, including in the case of USPI the receipt of regulatory approvals, and both are expected to close by the third quarter of 2015.

Strategic Benefits

Establishes the leading U.S. short-stay surgery platform. Combining Tenet’s and USPI’s ambulatory surgery facilities creates the leading ambulatory surgery business, with the largest portfolio, geographic footprint and scale in the sector. The three-way partnership model, strong reputation with not-for-profit health systems, and complementary expertise and experience of the combined management team will strongly position USPI for future growth. In addition, Tenet’s imaging facilities will be included in the joint venture, and the companies anticipate adding other ambulatory services in the future as part of a strategy to offer a full range of ambulatory solutions for health system partners.

Advances Tenet’s long-term strategic vision and significantly enhances earnings profile. This transaction significantly expands Tenet’s portfolio of higher growth, higher margin, more capital-efficient ambulatory services and will enhance the company’s position as a diversified healthcare services company. Following the completion of the transaction, Tenet will have solidly established positions in its traditional acute care business, its ambulatory business, and its services business, making the combined company an even stronger partner to not-for-profit health systems. Financially, the transaction is expected to be neutral to EPS this year and accretive to EPS in 2016, to sustainably increase EBITDA margins and EBITDA growth, and improve Tenet’s cash flow profile. The company expects a minimal increase in its leverage ratio in the near term and to remain on a path to reduce leverage over time.

Aligns Tenet with key healthcare trends and growth drivers. The transaction increases Tenet’s ability to participate in and benefit from the growing demand for lower-cost, more consumer-friendly services provided in freestanding ambulatory facilities. This demand is being driven by consumer and physician choice, payers and employers, and value-based payment models that create incentives for care to be delivered in lower-cost settings. In its acute care markets, the partnership with USPI will enhance Tenet’s ability to develop and

Page 2

expand ambulatory services, build integrated networks, and participate in value-based and other risk-based models with payers. It also will drive growth by providing a platform that will enable Tenet to partner with additional not-for-profit health systems to expand ambulatory services in markets where the company does not own or operate acute care hospitals.

Highly-respected management team will continue to lead the business. The USPI management team has built the preeminent short-stay surgery business through its pioneering three-way partnership model. It has a strong track record of financial performance and growth. That management team will be joined by key members of Tenet’s Outpatient Services Division, which has driven Tenet’s successful multi-year initiative to increase outpatient revenue through organic growth, de novo development and acquisitions.

Entering the growing U.K. market through the acquisition of Aspen Healthcare. Aspen is a strong, growing network of well-capitalized private hospitals and clinics, with an established management team led by executive chairman Mark Kopser and chief executive officer Des Shiels. It offers Tenet an attractive opportunity to enter the U.K. market, where the demand for private healthcare services is steadily increasing due to demographic changes, growth in consumer healthcare spending, and increasing opportunities to work with and support the National Health Service.

Financial Terms

Under the terms of the agreement, Tenet will contribute 44 freestanding ambulatory surgery centers and 20 imaging centers. Welsh Carson will contribute USPI’s 202 ambulatory surgery centers and 16 surgical hospitals. Tenet will pay approximately $425 million in cash to Welsh Carson and the other existing shareholders in USPI to align the respective valuations of the contributed assets. The venture expects to realize approximately $50 million of corporate and facility level synergies over the next three years.

At closing, Tenet will own 50.1% of the joint venture, with Welsh Carson and existing shareholders of USPI owning the remaining 49.9%. Based on the respective valuation multiples and the expected EBITDA less NCI at the joint venture over the next year, the enterprise value of the joint venture approximates 12.5x forward EBITDA less NCI, based on an equity value of approximately $2.6 billion. The agreement contains a put/call structure, under which Tenet can acquire the remaining Welsh Carson investment in USPI over the next five years at a fixed multiple of 9.5x forward EBITDA less NCI.

In a separate transaction, Tenet is buying Aspen Healthcare from Welsh Carson for approximately $215 million in cash. Aspen Healthcare will not be included in the new joint venture.

In total, Tenet expects to raise $2.2 billion of debt related to these transactions, to be used principally to refinance $1.5 billion in existing debt of USPI, make the $0.6 billion in cash payments to Welsh Carson for USPI and Aspen, and for related transaction expenses.

These transactions are expected to close by the third quarter of 2015, after which the company intends to update its 2015 guidance.

J.P. Morgan and Lazard acted as financial advisors to Tenet, and Gibson, Dunn & Crutcher served as Tenet’s legal counsel. Barclays acted as lead financial advisor to USPI, with Goldman Sachs also acting as financial advisor, and Ropes & Gray LLP serving as legal counsel. For Aspen, Barclays and Goldman Sachs served as financial advisors. Barclays has provided committed financing to Tenet as part of the transaction.

Page 3

Management’s Webcast Discussion of Transaction

Tenet and USPI management will discuss this transaction on a webcast scheduled for 8:30 a.m. (ET) on March 23, 2015. Investors can access the webcast through Tenet’s website at www.tenethealth.com/investors. A set of slides, which will be referred to on the conference call, will be made available on the same section of the Company’s website prior to the start of the call.

About Tenet

Tenet Healthcare Corporation is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value-based care and patient communications. For more information, please visit www.tenethealth.com.

The terms “THC”, “Tenet Healthcare Corporation”, “the company”, “we”, “us” or “our” refer to Tenet Healthcare Corporation or one or more of its subsidiaries or affiliates as applicable.

About United Surgical Partners International

USPI, headquartered in Dallas, Texas, currently has ownership interests in or operates 218 facilities, of which 154 are jointly owned with not-for-profit healthcare systems. For more information, please visit www.uspi.com.

About Welsh, Carson, Anderson & Stowe

Welsh, Carson, Anderson & Stowe focuses its investment activity in two target industries, information/business services and healthcare. Since its founding in 1979, the Firm has organized 16 limited partnerships with total capital of over $21 billion. The Firm is currently investing an equity fund, Welsh, Carson, Anderson & Stowe XI, L.P., and has a current portfolio of over 25 companies. WCAS’s strategy is to partner with outstanding management teams and build value for the Firm’s investors through a combination of operational improvements, internal growth initiatives and strategic acquisitions. See www.welshcarson.com to learn more.

###

CONTACTS

For Tenet:
Investors	Media
Brendan Strong	Donn Walker
Vice President, Investor Relations	Director, Communications
469-893-2387	469-893-2640
investorrelations@tenethealth.com	mediarelations@tenethealth.com

Page 4

For USPI:
Investors	Media
Jason B. Cagle	Kristin Blewett
Chief Financial Officer	Senior Vice President, Communications
972-713-3500	972-713-3516

This release contains “forward-looking statements” – that is, statements that relate to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “assume,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreements described herein; the failure to satisfy conditions to completion of the transactions, including receipt of regulatory approvals; our ability to fully realize the anticipated benefits and synergies of our acquisitions and to successfully complete the integration of businesses we acquire; and the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in the Form 10-K for the year ended December 31, 2014 for each of Tenet and USPI, and in the quarterly reports on Form 10-Q, periodic reports on Form 8-K and other filings with the Securities and Exchange Commission made by each company. The information contained in this release is as of the date hereof. Neither Tenet nor USPI assumes any obligation to update forward-looking statements contained in this release as a result of new information or future events or developments.

Tenet and USPI use their company websites to provide important information to investors about the company including the posting of important announcements regarding financial performance and corporate developments.

Page 5

EX-99.2

Exhibit 99.2

Joint Venture with United Surgical Partners International Tenet and Welsh Carson form Nations Largest Ambulatory Surgery Platform March 23, 2015

FORWARD LOOKING STATEMENTS Certain statements contained in this presentation constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from those expressed or implied by such forward-looking statements, including, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreements described herein; the failure to satisfy conditions to completion of the transactions, including receipt of regulatory approvals; and our ability to fully realize the anticipated benefits and synergies of our acquisitions and to successfully complete the integration of businesses we acquire. These and other risks and uncertainties are discussed in the Company’s and USPI’s filings with the Securities and Exchange Commission, including their annual reports on Form 10-K and quarterly reports on Form 10-Q. All information in this presentation is as of March 23, 2015. The Company and USPI specifically disclaim any obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise. NON-GAAP FINANCIAL INFORMATION A reconciliation between certain non-GAAP measures and related GAAP measures of the Company and United Surgical Partners International, Inc. is included in each company’s respective Form 8-K filings dated February 23, 2015 and February 24, 2015. 2

Today’s Announcement Creating the market leading ambulatory surgery platform Creating the market leader in short-stay surgery with 244 ambulatory surgery centers, 16 short-stay surgical hospitals and 20 imaging centers in 29 states. 50 not-for-profit health system partners, over 12,000 physicians on the medical staffs, of which over 4,000 physicians are facility-level equity partners. Accelerates Tenet’s strategy to grow ambulatory offerings and economic models that meet growing consumer demand and are aligned with the long-term transition to value-based care. Tenet, USPI and Conifer will be well positioned to be a more significant strategic and capital partner to not-for-profit health systems, offering ambulatory development, revenue cycle management and value-based care. Significantly enhances earnings contribution to Tenet from higher growth, higher margin, capital efficient ambulatory segment, sustainably improving the consolidated growth and margin profile of Tenet. Joint venture expected to grow at a double digit rate through organic increases, new center development and acquisitions. Leveraging national presence and operational expertise. Acquiring Aspen Healthcare, the legacy international operations of United Surgical Partners International. 3

Transaction Highlights Tenet, Welsh Carson, and USPI to create nation’s largest ambulatory surgery platform; Tenet will be majority owner Combining USPI’s and Tenet’s ambulatory assets to create the market leader with the largest footprint and scale in the ambulatory surgery industry — $2.9bn in system-wide revenue; $1,066mm of consolidated revenue; $383mm of proforma EBITDA and $273mm of proforma EBITDA less NCI in 2014 at the joint venture level. Tenet will initially own 50.1% of the new JV, increasing to 100% by 2020 through a put/call structure at a predetermined multiple. Welsh Carson and other USPI shareholders will initially own the remaining 49.9%. Retaining USPI brand, leadership and three-way partnerships with leading not-for-profit hospital systems. Bill Wilcox, longtime CEO, will become CEO of new venture; combining the management teams of Tenet and USPI. Acquiring Aspen Healthcare, a network of nine high quality, well capitalized private facilities in attractive U.K. market, poised to benefit from private market growth opportunities and the needs of the NHS. Transaction expected to be EPS accretive by second year, increase EBITDA margins and EBITDA growth rate, result in a greater percentage of EBITDA being translated into free cash flow; effect on leverage ratios is neutral. Transaction expected to close by the third quarter. 4

Transaction Structure Tenet and Welsh Carson to jointly own the new JV with initial equity value of ~$2.6 billion. > Tenet to initially own 50.1%; Welsh Carson and other existing shareholders to initially own 49.9%. > Entity valued at ~12.5x forward EBITDA less NCI, including the refinancing of $1.6bn of USPI debt and transaction costs. > Realization of ~$50 million of corporate and center level synergies over the next three years lowers the effective multiple. Tenet to fund two-thirds of its equity investment in the new JV by contributing ambulatory assets. > Contribution of assets: Tenet contributing 44 ASCs1 and 20 imaging centers. The value that Tenet is receiving for these assets is more than double the cash used to create this portfolio. > Cash payment: ~$425 million cash payment to existing USPI shareholders to align the respective valuations. Welsh Carson to fund its equity investment through the contribution of United Surgical Partners. Put/call structure at pre-determined multiples provides Tenet a path to own 100% of United Surgical Partners by 2020 while keeping the company on course to lower leverage ratios. > Welsh Carson is required to put a minimum of 12.5% and a maximum of 25% of its initial ownership to Tenet on January 1 of each year in 2016, 2017, 2018 and 2019. Put price is fixed at 9.5x forward EBITDA less NCI with a true-up. > If Welsh Carson does not put the full 25% of its ownership stake to Tenet each year, Tenet has the option to call it. > In January 2020, Tenet can call any remaining amounts at 9.5x forward EBITDA less NCI. > Total additional consideration of an estimated $1.5 billion to be payable by Tenet to Welsh Carson from 2016-2020, including Welsh Carson’s share of future earnings. > Settlement in cash or Tenet stock at Tenet’s election on the puts; at Welsh Carson’s election on the calls. Tenet is buying 100% of Aspen Healthcare for ~$215 million, representing 9.0x 2015 EBITDA. Aspen is not included in the new JV. 5 1. Tenet and USPI currently have a joint ownership interest in two ambulatory surgery centers.

Increases Tenet‘s Growth Trajectory 2015 Guidance 2015 Proforma EBITDA growth EBITDA margin Free Cash Flow conversion EPS accretion Leverage (net debt / year 1 proforma EBITDA) 7% 8% 1 ~12% 1 ~12% of EBITDA 1 - 5.7x +100bps 2 +150bps 2 +100bps 2 Neutral in 2015 Accretive in 2016 10-15% in 2017 +0.1x 1. Figures based on the mid-point of Tenet?s guidance for 2015 and prior to other portfolio management initiatives. 2. Basis point changes assume the transaction closed on January 1, 2015. 6

Enhances Tenet‘s Business Mix 2014 Portfolio Mix Prior to Portfolio Management Opportunities Revenue Ambulatory 2% Conifer 7% Hospital Outpatient 33% Hospital Inpatient & Other 58% EBITDA Ambulatory 4% Hospital Inpatient, Outpatient & Other 86% Conifer 10% Revenue Hospital Outpatient 31% Ambulatory 6% Conifer 7% Hospital Inpatient & Other 56% EBITDA Ambulatory 17% Conifer 9% Hospital Inpatient, Outpatient & Other 74% Note: Aspen is included in “Hospital Inpatient & Other” 7

Overview of United Surgical Partners International Market Leader in Short-Stay Surgery USPI is the premier brand in the ambulatory surgery center industry. 202 ASCs and 16 surgical hospitals, ~1mm surgeries annually, 26 states. Systemwide revenue of $2.6bn in 2014; consolidated revenue of $641mm and equity in earnings of unconsolidated affiliates of $117mm. EBITDA of $303mm and EBITDA less NCI of $226mm in 2014. Pioneered 3-Way Joint Venture Model Partners with some of the largest not-for-profit hospital systems: 154 out of 218 facilities are in joint ventures with 50 different health system partners. 11,000 physicians on the medical staffs; 3,500 are facility-level equity partners. Partnership model aligns the interests of all parties. Attractive Business Characteristics Exceptional revenue mix: private insurance is 76% of revenue, Medicare is 18%, Medicaid is 2%, self-pay is 2% and other is 2%. Strong specialty mix: musculoskeletal procedures are over 50% of revenue. Bad debt expense is less than 2% of revenue. Management team has a strong track record of driving growth. Strong Financial Performance 9.3% CAGR in systemwide revenue and 6.1% CAGR in EBITDA (2009-2014). 40% EBITDA margin in 2014.1 Free Cash Flow of $199mm in 2014, prior to paying $76mm in NCI distributions. 1. Assumes USPI‘s $117 million of equity in earnings of unconsolidated affiliates is recorded as revenue; USPI‘s reported EBITDA margin in 2014 was 47%. 8

Tenet and USPI Leading Health System Partnerships Key USPI Facilities Tenet ASC Locations Tenet Hospitals USPI Partners Tenet Partners Source: Company filings and information. Note: Not all facilities in a market are associated with a not-for-profit partnership. Locations on the map are approximations. 9

Strongly Positioned for Growth and ASC Industry Consolidation Growth Strategies Enhance growth and improve performance in existing facilities Expand relationships with current health system partners Create relationships with new partners Enter new markets Develop and acquire new facilities in Tenet hospital markets Deliver consumer driven, value-based solutions to patients, employers, payors Highly Fragmented ~$24bn Market 1 Market share by number of facilities 2 USPI, 4%Tenet, 1% AMSG, 4% SCAI, 3% Surgery Partners, 2% Nueterra, 2% HCA, 2% Hospitals, 13% Small Chains 6% 1. Source: McKinsey & Co. 2. Source: Jefferies equity research, 10/24/14. 10

Aspen Healthcare Overview U.K. is an increasingly attractive market: > U.K. private healthcare market expected to benefit from rising patient demand and private healthcare spend > Privatization of U.K. marketplace given market inefficiencies and pressures on the National Health Service should create organic and de novo opportunities 250 beds in nine private facilities located in London, Birmingham, Sheffield, Leeds and Edinburgh. Acquiring strong assets at an attractive price. Over $105mm in new capital invested over the last four years, driving double digit EBITDA growth. USPI built and grew Aspen with backing from Welsh Carson. Key Hospitals (4) Ambulatory clinics and surgery centers (5) 11

Tenet Portfolio Strategy Update Atlanta & North Carolina Yielding substantial interest from a number of high-quality hospital systems. Currently reviewing bids; potential announcement in the summer. Tucson/Nogales, AZ JV with Dignity and Ascension for Carondelet network on track to close in Q2. Both systems are also important partners with USPI. Birmingham, AL Five-hospital partnership with Baptist Health System on track to close in second half of 2015. Venture to include an ASC that is jointly owned by Tenet and USPI. Tenet to own 60% of the JV; Birmingham Baptist Association to own 40%. Additional Hospital JV to be announced We anticipate announcing a new single-market joint venture with a large not-for-profit health system later today; we will receive net cash proceeds from the transaction. 12

Recap of Today’s Announcement Creating industry-leading ambulatory surgery platform Creating the market leader in short-stay surgery with 244 ambulatory surgery centers, 16 short-stay surgical hospitals and 20 imaging centers in 29 states. Accelerates Tenet’s strategy to grow ambulatory offerings and economic models that meet growing consumer demand and are aligned with the long-term transition to value-based care. Tenet, USPI and Conifer will be well positioned to be a more significant strategic and capital partner to leading not-for-profit health systems offering ambulatory development, revenue cycle management and value-based care. Significantly enhances earnings contribution to Tenet from higher growth, higher margin, capital efficient ambulatory segment, sustainably improving the consolidated growth and margin profile of Tenet. Joint venture expected to grow at a double-digit rate through organic increases, new center development and acquisitions. Transaction expected to be EPS accretive by second year, increase EBITDA margins and EBITDA growth rate, result in a greater percentage of EBITDA being translated into free cash flow; effect on leverage ratios is neutral. 13

EX-99.3

Exhibit 99.3

Joint Venture with United Surgical Partners International Financing Overview March 23, 2015 1

FORWARD LOOKING STATEMENTS Certain statements contained in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from those expressed or implied by such forward-looking statements, including, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreements described herein; the failure to satisfy conditions to completion of the transactions, including receipt of regulatory approvals; and our ability to fully realize the anticipated benefits and synergies of our acquisitions and to successfully complete the integration of businesses we acquire. These and other risks and uncertainties are discussed in the Company’s and USPI’s filings with the Securities and Exchange Commission, including their annual reports on Form 10-K and quarterly reports on Form 10-Q. All information in this presentation is as of March 23, 2015. The Company and USPI specifically disclaim any obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise. NON-GAAP FINANCIAL INFORMATION A reconciliation between certain non-GAAP measures and related GAAP measures of the Company and United Surgical Partners International, Inc. is included in each company’s respective Form 8-K filings dated February 23, 2015 and February 24, 2015. 2

Financing Overview On March 23, 2015, Tenet announced that it is partnering with Welsh Carson and USPI to create a joint venture which will be the nation‘s largest ambulatory surgery platform > In conjunction with the formation of the new joint venture, Tenet will also acquire UK-based Aspen Healthcare > Transaction is expected to close by the third quarter of 2015 Concurrent with the announced transaction, Tenet will enter into a $400 million 364-Day Term Loan with Barclays for previous acquisitions > The 364-Day Term Loan will be repaid with a new senior notes offering, as further described below In contemplation of the joint venture transaction: > Barclays has provided a $2,000 million commitment to support the joint venture transaction, comprised of a $500 million Senior Secured Bridge and $1,500 million Senior Unsecured Bridge > The Company intends to put in place permanent financing in Q2 2015 consisting of a combination of senior secured notes and senior notes > A portion of the transaction will be funded with operating cash flow and a portion of proceeds from planned asset sales Net secured leverage of 2.8x and net total leverage of 6.1x are based on pro forma 12/31/14 LTM PF Adj. EBITDA of $2,323 million 3

Pro Forma Capitalization ($ in millions) Step 1: 364-Day Term Loan Pro Forma Capitalization Sources: $ % Tenet Tenet USPI Pro Forma New 364-Day Term Loan $400 100% as of as Adj. as of Step 1 Step 2 Combined Total $400 100% Capitalization Maturity 12/31/14 12/31/14 (2) 12/31/14 Adj. Adj. 12/31/14 Cash and cash equivalents $193 $193 $37 $230 Uses: $ % Revolving Credit Facility 2017 15 (15) -Repay Revolving Credit Facility $395 99% Term Loans 2017 / 2019 963 (963) -Fees and Expenses 5 1% Revolving Credit Facility 2016 220 750 (395) 355 Total $400 100% 6.250% Senior Secured Notes 2018 1,041 1,041 1,041 4.75% Senior Secured Notes 2020 500 500 500 6.00% Senior Secured Notes 2020 1,800 1,800 1,800 Step 2: JV Financing 4.50% Senior Secured Notes 2021 850 850 850 4.375% Senior Secured Notes 2021 1,050 1,050 1,050 Sources: $ % Capital Leases and Mortgage Notes 487 487 58 545 New Senior Secured Notes $500 19% New Senior Secured Notes 500 500 Total First Lien Secured $5,948 $6,478 $1,036 ($395) ($478) $6,641 New Senior Notes 1,900 72% Operating Cash Flow and Portion of 229 9% New 364-Day Term Loan 364 Days 400 (400) Planned Asset Sale Proceeds Total Secured $5,948 $6,478 $1,036 $5 ($878) $6,641 Total $2,629 100% 9.00% Senior Notes 2020 440 (440) 5.50% Senior Notes 2019 500 500 500 Uses: $ % 5.00% Senior Notes 2019 1,100 1,100 1,100 Upfront Payment to USPI Shareholders $425 16% 8.00% Senior Notes 2020 750 750 750 Refinance USPI Debt (1) 1,514 58% 6.75% Senior Notes 2020 300 300 300 8.125% Senior Notes 2022 2,800 2,800 2,800 Aspen Purchase Price 215 8% 6.875% Senior Notes 2031 430 430 430 Repayment of 364-Day Term Loan 400 15% Unamortized Note Discounts and Premium (21) (21) (21) Fees, Expenses and Transaction Costs 75 3% New Senior Notes 1,900 1,900 Total $2,629 100% Total Debt $11,807 $12,337 $1,476 $5 $582 $14,400 Credit Statistics Tenet Tenet USPI Adj. Adj. Pro Forma LTM 12/31/14 PF Adjusted EBITDA $2,003 (3) $2,003 (3) $308 (4) $12 $2,323 Net First Lien Secured Debt / PF Adjusted EBITDA 2.9x 3.1x 3.2x 2.8x Net Total Debt / PF Adjusted EBITDA 5.8x 6.1x 4.7x 6.1x 4

Pro Forma Adjusted EBITDA Reconciliation ($ in millions) LTM 12/31/14 Tenet Reported Adj. EBITDA $1,952 Plus: Tenet Stock-Based Compensation Expense 51 Tenet PF Adj. EBITDA $2,003 USPI Reported EBITDA 303 Plus: USPI Stock-Based Compensation Expense 3 Plus: Management Fee to Welsh Carson 2 USPI PF Adj. EBITDA $308 Plus: Aspen Adj. EBITDA 12 Pro Forma Combined Adj. EBITDA $2,323 5

Tenet Adjusted EBITDA Reconciliation ($ in millions) Fiscal Year Ended Dec. 31, 2012 2013 2014 Net income (loss) attributable to Tenet common shareholders $141 ($134) $12 Less: Net (income) loss attributable to noncontrolling interests 19 (30) (64) Preferred stock dividends (11) -Loss from discontinued operations, net of tax (76) (11) (22) Income (loss) from continuing operations 209 (93) 98 Income tax benefit (expense) (125) 65 (49) Investment earnings 1 1 0 Loss from early extinguishment of debt (4) (348) (24) Interest expense (412) (474) (754) Operating income 749 663 925 Litigation and investigation costs (5) (31) (25) Impairment and restructuring charges, and acquisition-related costs (19) (103) (153) Depreciation and amortization (430) (545) (849) Adjusted EBITDA $1,203 $1,342 $1,952 Plus: Stock-Based Compensation Expense 32 37 51 PF Adjusted EBITDA $1,235 $1,379 $2,003 6

USPI Adjusted EBITDA Reconciliation ($ in millions) Fiscal Year Ended Dec. 31, 2012 2013 2014 GAAP operating income $245 $264 $270 Depreciation and amortization 24 27 26 Net loss on deconsolidations, disposals and impairments 8 5 7 EBITDA 277 296 303 Net income attributable to noncontrolling interest (73) (79) (77) EBITDA less noncontrolling interests $204 $217 $226 Plus: Stock-Based compensation expense 2 2 3 Plus: Management fees to Welsh Carson 2 2 2 Plus: Net income attributable to noncontrolling interest 73 79 77 PF Adjusted EBITDA $281 $300 $308 7             1. Includes repayment of debt expected to be incurred by USPI related to pending acquisitions since December 31, 2014. 2. Adjusted to reflect Tenet Revolving Credit Facility borrowing in Q1’2015. 3. Tenet PF Adjusted EBITDA includes adjustment for stock-based compensation expense. See reconciliation to GAAP financials. 4. USPI PF Adjusted EBITDA includes adjustments for net income attributable to noncontrolling interest, stock-based compensation expense and management fees. See reconciliation to GAAP financials. 7