Super Priority Amendments to Credit Agreement. On the Effective Date and subject to full and timely satisfaction of the conditions precedent set forth in Section 4 hereof and the accuracy of the representations and warranties set forth in Section 7 hereof, the Credit Agreement shall be amended as follows: (i) Section 1.1 of the Credit Agreement is hereby amended by (i) adding new definitions of “Required Super Priority Lenders”, “Super Priority Agent”, “Super Priority Credit Agreement”, “Super Priority Loan Documents”, “Super Priority Loans”, and “Super Priority Subordination Agreement” as stated below in the appropriate alphabetical order, and (ii) amending and restating the terms “Change of Control”, “Material Contract” and “Permitted Physician Equity Transfers” to read in their entirety as follows. “Change of Control” means an event or series of events by which: (a) at any time, Parent shall fail to own one hundred percent (100%) of the Equity Interests of Holdings free and clear of all Liens, rights, options, warrants or other similar agreements or understanding, other than Liens in favor of the Administrative Agent and Liens in favor of the Super Priority Agent; (b) at any time, Holdings shall fail to own one hundred percent (100%) of the Equity Interests of the Borrower free and clear of all Liens, rights, options, warrants or other similar agreements or understanding, other than Liens in favor of the Administrative Agent and Liens in favor of the Super Priority Agent; (c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) Xx. Xxxxxx Xxxxxx, his immediate family members, and his and their heirs, and trusts that are under the control of any of the foregoing, (ii) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is SECOND LIMITED CONDITIONAL FORBEARANCE AGREEMENT --Page 6 502196916 v6 1205867.00001
