Small Smiles Bankruptcy Documents

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE

NASHVILLE DIVISION
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IN RE: )
) Chapter 11
CHURCH STREET HEALTH MANAGEMENT, LLC, )
et al. 1 ) Case No. 12-01573
)
Debtors ) (Jointly Administered)
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DEBTORS’ EXPEDITED MOTION FOR ENTRY OF AN ORDER: (A) AUTHORIZING

AND SCHEDULING AN AUCTION, (B) AUTHORIZING AND APPROVING (i)
BIDDING PROCEDURES, (ii) NOTICE OF THE AUCTION, (iii) BREAK-UP FEE
AND EXPENSE REIMBURSEMENT, (iv) THE FORM AND MANNER OF SALE
NOTICE, (v) THE FORM AND MANNER OF SALE SUMMARY, AND (vi) THE
FORM AND MANNER OF ASSUMPTION AND ASSIGNMENT NOTICE;
(C) SCHEDULING A SALE HEARING; AND (D) GRANTING RELATED RELIEF
By this expedited motion (the “Motion”),2 the above-captioned debtors and debtors in
possession (collectively, the “Debtors”, or “Sellers”), hereby move the Court, pursuant to
sections 105(a), 363, 365, and 503 of title 11 of the United States Code (the “Bankruptcy Code”),
Rules 2002, 6004, 6006, 7004 and 9014 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”) and Rules 6004-1, 9014-1 and 9075-1 of the Local Rules of Court for the
United States Bankruptcy Court for the Middle District of Tennessee (the “Local Rules”), for
entry of an order on an expedited basis: (A) authorizing and scheduling an auction (the
“Auction”) for the sale by the Sellers of substantially all of the Debtors’ assets (the “Assets”) as
described more fully in the Asset Sale Agreement (the “Stalking Horse Agreement”), dated
1
The Debtors in these chapter 11 cases are jointly administered for procedural purposes only under a single
case number. The Debtors (with the last four digits of each Debtor’s federal tax identification number and
chapter 11 case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small
Smiles Holding Company, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-
01575), FORBA Services, Inc. (6506; Case No. 12-01577), EEHC, Inc. (4973; Case No. 12-01576).
2
Capitalized terms used herein and not otherwise defined, unless indicated otherwise, shall have the
meanings given to them in the Bidding Procedures
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Case 3:12-bk-01573 Doc 106 Filed 03/02/12 Entered 03/02/12 17:26:14 Desc Main
Document Page 1 of 35
March 2, 2012, by and among the Sellers and CSHM LLC (the “Stalking Horse Bidder”), which
agreement is annexed as Exhibit F hereto, (B) authorizing and approving (i) bidding procedures
(the “Bidding Procedures”) substantially in the form annexed hereto as Exhibit A, (ii) notice of
the Auction, (iii) the Break-Up Fee and Expense Reimbursement (each as defined below) in
connection with the sale (the “Sale”) of the Assets, (iv) the form and manner of the notice of the
Sale (the “Sale Notice”) substantially in the form annexed hereto as Exhibit B, (v) the form and
manner of the Summary of the Sale Process (the “Sale Summary”) substantially in the form
annexed hereto as Exhibit C for service to all individuals and entities on the Debtors’ mailing
matrix, and (vi) the form and manner of notice for the assumption and assignment (the
“Assumption and Assignment Notice”) of certain prepetition executory contracts and unexpired
leases (the “Assigned Contracts”) and proposed cure costs associated with such assumption (the
“Cure Costs”) in connection with the Sale substantially in the form annexed hereto as Exhibit D,
(C) scheduling a hearing to approve a Sale (the “Sale Hearing”), and (D) granting related relief.
NEED FOR EXPEDITED RELIEF
A. Expedited consideration of this Motion and an expedited hearing on this Motion is
necessary to avoid irreparable harm to the Debtors and their bankruptcy estates. The relief
requested herein is critical to, among other reasons, (1) meet the timeline required by the Interim
Order (i) Authorizing the Debtors to (A) Obtain Postpetition Secured Financing and (b) Utilize
Cash Collateral, (ii) Granting Liens and Superpriority Administrative Expense Status, (iii)
Granting Adequate Protection, (iv) Modifying the Automatic Stay, and (v) Scheduling a Final
Hearing entered by this Court on February 22, 2012 [Docket No. 60] (as corrected on February
24, 2012 [Docket No. 67], the “Interim DIP Order”),3 (2) avoid an operating cash shortfall, (3)
3
On February 24, 2012, the Court entered a corrected order to reflect certain non-material corrections to the
February 22, 2012 order.
8574903.6 2
minimize the number of separate hearings on related motions for the convenience of the parties
in travelling and attending hearings, (4) reduce significant expense to the estate, and (5) permit
the Debtors to adequately prepare for a potential sale of substantially all of the Debtors assets’
within the timeline required under the Interim DIP Order and the DIP Credit Agreement and, is
therefore, crucial to the success of the Debtors’ Chapter 11 efforts.
B. Upon entry of an order setting this Motion for expedited hearing, the Debtors will
immediately serve the order and notice of the hearing upon the following parties or, in lieu
thereof, their counsel, if known: (a) the Office of the United States Trustee for the Middle
District of Tennessee; (b) counsel to the administrative agent for the Debtors’ prepetition secured
lenders; (c) counsel for any official unsecured creditors’ committee appointed in these cases, or
until such time as counsel is named, the holders of the fifty (50) largest unsecured claims on a
consolidated basis against the Debtors; (d) counsel to all postpetition lenders or their agent(s); (e)
counsel of record representing patients of dental centers associated with CSHM with litigation
pending against the Debtors as of the Petition Date; (f) all parties known or reasonably believed
to have asserted any lien, claim, interest or encumbrance on any of the Assets; (g) the U.S.
Attorney General; (h) United States Department of Health and Human Services, Office of
Inspector General; (i) New York State Office of Medicaid Inspector General; (j) the Attorney
General for each State that is a party to a settlement agreement with a Debtor; and (k) any party
who has requested notice pursuant to Bankruptcy Rule 2002(i).
C. The Debtors request that an expedited hearing on the Motion be held on Tuesday,
March 13, 2012 at 1:00 p.m. Central Standard Time.
8574903.6 3
NON-EXPEDITED RELIEF REQUESTED
1. The Debtors hereby move the Court, pursuant to sections 105(a), 363, 365, and
503 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 7004 and 9014, and Local
Rules 6004-1 and 9014-1, for entry of an order: (A) authorizing the Sale free and clear of liens,
claims, interests and encumbrances (other than Permitted Encumbrances, as defined in the
Stalking Horse Agreement), including, without limitation, claims arising under the doctrine of
successor liability, pursuant to section 363 of the Bankruptcy Code, (B) authorizing and
approving the purchase agreement entered into with the Successful Bidder (as defined in the
Bidding Procedures), (C) approving the assumption and assignment of certain executory
contracts and unexpired leases related thereto, and (D) granting related relief.
2. The facts and circumstances supporting this Motion are set forth in the Affidavit
of Martin McGahan, the Chief Restructuring Officer of Church Street Health Management, LLC,
in Support of Chapter 11 Petition and First Day Pleadings filed on February 21, 2012 (the “First
Day Affidavit”). In support of this Motion, the Debtors further represent as follows:
JURISDICTION
3. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334.
4. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).
5. Venue of these cases is proper in this District pursuant to 28 U.S.C. §§ 1408 and
1409.
6. The statutory bases for the relief requested herein are Sections 105, 363 and 365
of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 7004 and 9014, and Local Rules
6004-1, 9014-1 and 9075-1.
8574903.6 4
INTRODUCTION
I. General Background
7. On February 20 and 21, 2012 (the “Petition Date”), each of the Debtors filed a
voluntary petition for relief with the Court under chapter 11 of the Bankruptcy Code. The
Debtors are operating their businesses and managing their property as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment
of a trustee or examiner has been made in these chapter 11 cases (the “Chapter 11 Cases”) and,
as of the date of the filing of this Motion, no official committees have been appointed or
designated. On February 22, 2012, the Court entered its order approving the joint administration
and procedural consolidation of these Chapter 11 Cases.
II. The Debtors’ Operations
8. The Debtor, Small Smiles Holding Company, LLC (“SSHC”), formed in
Delaware in September 2006, is the parent of a group of companies headquartered in Nashville,
Tennessee that provide dental practice management services to 67 dental centers serving low
income and underprivileged families in 22 states across the country (collectively, SSHC and its
affiliates, the “Company” or, as noted above, the “Debtors” or “Sellers”).
9. The daily operations of the Debtors are delegated to the executive management
team of the Debtor Church Street Health Management, LLC (“CSHM”), which is jointly led by
interim management personnel from Alvarez & Marsal Healthcare Industry Group, LLC
(“A&M”), and incumbent CSHM management. As discussed in the First Day Affidavit, Martin
McGahan was appointed Chief Restructuring Officer by the Board in October 2011.
10. As of the Petition Date, the Debtors, through EEHC, Inc. (“EEHC”), had
approximately 72 full-time, 2 part-time, and 2 “as needed” employees (collectively, the
“Employees”). There are no unions representing the Employees.
8574903.6 5
11. As of the Petition Date, the Debtors had aggregate assets (at book value) and
liabilities on a consolidated, unaudited basis of approximately $84,900,000 and approximately
$303,400,000, respectively. For the fiscal year ended December 31, 2011, the Debtors had
contractual revenues of approximately $138,600,000 ($28,200,000 collectible) and incurred a
positive change in net assets of approximately $101,000,000 (of which $110,400,000 is
uncollectible revenue).
III. The Debtors’ Pre-Petition Secured Debt
12. As set forth more fully in the First Day Affidavit, the Company’s financing
facilities are arranged on a Shari’ah-compliant basis. All of the Company’s financing facilities
employ the same fundamental structure. The structures are intended to be characterized as loans
for tax and other United States law purposes, including bankruptcy laws. The facilities interpose
a special purpose vehicle between the Company and the entities providing financing to the
Company (the “Finance Providers”). There are two such special purpose vehicles (the “SPVs”)
for the Company facilities - SSO Funding Corp. (“SSO”) and SSH Funding Corp. (“SSH”). The
SPVs function as conduits for the provision of financing by the Finance Providers to the
Company. The SPVs were placed between the Finance Providers and the Company to (1) enter
into conventional finance facilities with the Finance Providers, and (2) use the funds obtained
from such conventional facilities to provide Shari’ah-compliant facilities to the Company. The
chief characteristic of this arrangement is that for each conventional financing facility provided
to an SPV, there is a corresponding, matching Shari’ah-compliant facility provided by such SPV
to the Company.
13. For United States law purposes, each corresponding pair of conventional and
Shari’ah facilities is intended to be a single facility between the relevant Finance Providers and
8574903.6 6
the Company. The payment and other provisions in the conventional facilities and Shari’ah
facilities are drafted to operate on a back-to-back basis, so that conventional obligations imposed
upon an SPV will be matched by Shari’ah obligations imposed upon the Company. On this
basis, and to simplify analysis, the Company’s financing facilities are described in the First Day
Affidavit as if each corresponding pair of Shari’ah and conventional financing facilities were in
fact one facility. In addition, only conventional finance terms, such as principal and interest, are
used to describe the obligations associated with such facilities.
14. As set forth more fully in the First Day Affidavit, as of the Petition Date, (i) the
Debtors were indebted and liable to the Prepetition Agent and the Prepetition First Lien Lenders
(each as defined in the First Day Affidavit), without objection, defense, counterclaim or offset of
any kind under the Prepetition First Lien Documents and the Lease Agreement (each as defined
in the First Day Affidavit) in the principal amount of no less than $128,225,000 plus interest
accrued and accruing, costs and any fees and expenses due and owing thereunder (collectively,
the “Prepetition First Lien Facility Obligations”); and (ii) the Debtors were indebted and liable to
the Prepetition Agent and the Prepetition Second Lien Lenders (each as defined in the First Day
Affidavit, and along with the Prepetition First Lien Lenders, the “Senior Lenders”), without
objection, defense, counterclaim or offset of any kind under the Prepetition Second Lien
Documents and the Commodities Agreement (each as defined in the First Day Affidavit) in the
principal amount of no less than $25,639,000 plus interest accrued and accruing, costs and any
fees and expenses due and owing thereunder (collectively, the “Prepetition Second Lien Facility
Obligations” and, together with the Prepetition First Lien Facility Obligations, the “Prepetition
Secured Obligations”). The Prepetition Secured Obligations are fully secured by substantially all
8574903.6 7
assets of the Debtor, subject to certain limitations, pursuant to the Prepetition Credit Documents
(as defined in the First Day Affidavit).
IV. Events and Circumstances Leading to the Chapter 11 Filing
15. The Company is party to a Management Services Agreement (“MSA”) with each
non-debtor dental center for which the Company provides management services (collectively the
“Dental Centers”). Pursuant to each MSA, the Company provides the Dental Centers with
management services such as billing and collection, bookkeeping, accounting and tax services,
dentist and staff recruitment, payroll services, human resources, information technology support,
equipment and supplies procurement, leasing, repairs and capital improvements, and assistance
with compliance, legal issues, governmental affairs, and licensing and permitting. In exchange
for providing these services to the Dental Centers, the Company receives a management fee from
which it funds its operations. The Dental Centers are owned by licensed dentists.
16. In September 2006, SSHC acquired substantially all of the assets of FORBA,
LLC and its affiliates (“Old FORBA”), which were principally owned by members of the
DeRose family. In connection with that acquisition, the Company was capitalized by a group of
private equity sponsors and lenders with a mix of equity, senior secured debt and subordinated
debt. Presently, the Company is capitalized with $181,700,000 in equity, $153,864,000 million
in senior secured debt and $76,005,000 million in subordinated or mezzanine indebtedness.
17. In 2007, The Office of Inspector General of the U.S. Department of Health and
Human Services (“OIG”) began an investigation of the Company and the Dental Centers. At
about the same time period, the United States Department of Justice (the “DOJ”), began an
investigation of the Company and the Dental Centers. Thereafter, a number of state Attorneys
General commenced parallel state investigations of the Company and the Dental Centers. The
8574903.6 8
New York State Office of Medicaid Inspector General (“OMIG”) also commenced an
investigation.
18. The cumulative effect of the investigations by the governmental entities along
with the negative news stories placed an extraordinary financial burden on the Company. During
the pendency of the investigations, the Company spent millions of dollars to defend itself and the
Dental Centers.
19. In January 2010, the Company entered into Settlement Agreements with the DOJ
and the 22 states in which it operated (the “States”) to bring an end to the investigations (the
“Settlement Agreements”). Without admitting to any wrongdoing, the Company agreed to pay a
total of $24,000,000 to the DOJ and the States over a five-year period and entered into two
Corporate Integrity Agreements – one with the OIG (the “OIG CIA”) and one with OMIG (the
“NY CIA”). Pursuant to the OIG CIA and the NY CIA (together, the “CIAs”), the Company
agreed to maintain the robust compliance program it had developed over the course of the
investigations, and to engage an independent monitor to oversee the quality of care being
provided to patients at the Dental Centers.
20. Not surprisingly, the combination of adverse publicity and the settlements with
the DOJ, OIG and OMIG drew the attention of the plaintiffs’ bar. Almost immediately after the
Settlement Agreements were executed, trial lawyers began soliciting patients of the Dental
Centers to become plaintiffs in lawsuits against the Company and certain Dental Centers and
assert a variety of tort and fraud claims against the Company and those Dental Centers. Since
January 2010, approximately 11 lawsuits on behalf of over one hundred plaintiffs have been filed
against the Company and certain of the Dental Centers, in primarily three states, Ohio, New
York and Oklahoma (the “Patient Litigation”). In addition, a previously-filed malpractice case
8574903.6 9
in New Mexico was expanded to add fraud claims against the Company similar to those asserted
in the Patient Litigation. That case went to trial in August 2011 and resulted in a jury verdict in
favor of the Company and the applicable Dental Centers. Nonetheless, the plaintiffs’ attorneys
have told the Company that they represent a number of former patients and have requested the
charts of those patients, presumably in an effort to file additional lawsuits against the Company
and certain Dental Centers.
21. The cost of complying with the Settlement Agreements, the CIAs and the addition
of necessary staff and external professionals to improve its compliance programs, along with the
litigation and solicitation efforts of the plaintiffs’ attorneys have been a significant drain on the
Company's resources and the staff of the Dental Centers. The negative publicity, the Company
believes, has also had an impact on its revenues.
22. On September 30, 2011, the Company was unable to meet its regularly scheduled
debt service payment to its secured lenders, and, shortly thereafter, the Board retained A&M and
appointed Martin McGahan as Chief Restructuring Officer.
V. Decision to Pursue the Sale and the Debtors’ Marketing Efforts
23. In connection with A&M’s retention, the Debtors started exploring various
restructuring alternatives during the last quarter of 2011. Negotiations ensued between the
Debtors and the Senior Lenders concerning various out-of-court restructuring alternatives. A&M
highlighted that, while the impact of certain of the Debtors’ cost-saving initiatives was still
unknown, there was a real possibility that a sale of the Assets, whether in connection with an
out-of-court restructuring or through a sale process under Section 363 of the Bankruptcy Code (a
“363 Sale”) or through a plan under Section 1129 of the Bankruptcy Code (the “Plan”) would be
the superior option. A&M and the Debtors continued to negotiate with the Senior Lenders with
8574903.6 10
respect to various restructuring and sale options. In connection therewith, the Debtors, in
consultation with A&M, analyzed extensive restructuring and sale alternatives, and determined
that a 363 Sale or Plan was the most feasible option, due to the uncertainty and difficulties that
would attend any out-of court restructuring of the Debtors.
24. Commencing shortly after its engagement by the Company in September 2011
and continuing through early February of this year, A&M contacted numerous potential buyers
and lenders who might have interest in investing in or lending to the Company. Various routes
were explored, including but not limited to, a consensual foreclosure process with the existing
lending group, some sort of take-out lending whereby the existing lenders would reduce their
indebtedness and allow a new lender to recapitalize the company, new capitalization from
existing equity or some combination of those options. Approximately 21 capital sources were
contacted by, or contacted, A&M. Ultimately, out-of-court alternatives were jettisoned in favor
of proceedings under chapter 11 because of the certainty provided by a bankruptcy filing.
Timing and cash position has dictated that a 363 Sale be the preferred transaction.
25. By December 2011, two potential financing providers with potential interest in
purchasing the Assets emerged, both of whom were existing Senior Lenders. Of the two
potential financing providers, the group led by the largest Prepetition First Lien Lenders emerged
with the support of a majority of the Senior Lenders to provide financing on a priming basis
ahead of the Prepetition Secured Obligations.
26. Accordingly, the Debtors negotiated and finalized the Stalking Horse Agreement
with the Stalking Horse Bidder. As more fully set forth in the First Day Affidavit, the Debtors
have determined that the Stalking Horse Agreement is superior to any other proposal received.
8574903.6 11
27. Although it is anticipated that a credit bid may be the winning bid at the Auction,
the Sale will result in the assumption of a significant portion of the Debtors’ existing unsecured
obligations, including without limitation the CIAs, Settlement Agreements, and certain trade
payables, and ensure the continued provision of services to the Dental Centers and their patients.
If the Debtors are not able to consummate the Sale, their financial limitations would lead to an
orderly but relatively quick shut down of all operations.
VI. The Chapter 11 Filing
28. As set forth in the First Day Affidavit, the Board and the Debtors’ management
determined that the Debtors’ best option to maximize the value of the Assets for stakeholders
and to safeguard the welfare of their patients was to pursue the acquisition transaction with the
Stalking Horse Bidder in an orderly fashion through these Chapter 11 cases. Accordingly, the
Board authorized the filing of these Chapter 11 cases and the proposed sale process described
herein.
29. Upon the Debtors’ motion, dated February 21, 2012 (the “DIP Motion”), and
based on the First Day Affidavit and the evidence submitted by the Debtors at the hearing on the
Interim DIP Order, the Court approved the Debtors’ entry into and performance under that
certain Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) dated as of
February 22, 2012, by and among the Debtors, Garrison Loan Agency Services LLC (and its
affiliates) as administrative and collateral agent (in such capacities, the “DIP Agent”), and such
other lenders (and their affiliates) under the Prepetition Facilities (together the with the DIP
Agent, the “DIP Lenders”), and all other loan documents (together with the DIP Credit
Agreement, the “DIP Financing Documents”) and entered the Interim DIP Order, pursuant to
8574903.6 12
which the Debtors were authorized to borrow up to $5,500,000 on an interim basis (the “Interim
DIP Loan”).
30. The final hearing on the DIP Motion, whereby the Debtors have sought authority
to, among other things, borrow, on a final basis, pursuant to the DIP Financing Documents,
postpetition financing, including the Interim DIP Loan, of up to $12,000,000 on a revolving basis
(the “DIP Loan”) and, together with the Interim DIP Loan, the “DIP Facility”) is scheduled for
1:00 p.m. Central Standard Time on Tuesday, March 13, 2012.
31. The Debtors currently have pending before the Court their expedited application
for entry of an order pursuant to Rule 2014(a) of the Bankruptcy Rules and sections 327(a) and
328(a) authorizing the retention and employment of an investment banker. The Debtors have
sought authority to engage an investment banker to market, promote and publicize the Sale in a
format that will facilitate prospective bidders’ ability to evaluate and analyze the terms of the
Sale within the short time frame in which the Debtors must secure the Sale so as to maximize the
bids and attract the best bids for the Sale process.
VII. The Stalking Horse Agreement4
32. Set forth in this section are the key terms of the Stalking Horse Agreement. This
section is intended as a summary of the Stalking Horse Agreement, which includes, among other
things, terms and conditions customary in other stalking horse purchase agreements entered into
in connection with sales under Section 363 of the Bankruptcy Code. To the extent that any
description of such agreement contained in this Motion conflicts with the Stalking Horse
Agreement, the terms of the Stalking Horse Agreement shall control.
4
Capitalized terms used in this section but not defined shall have the meanings given to them in the Stalking
Horse Agreement.
8574903.6 13
A. Purchase Price. Pursuant to sections 363 and 365 of the Bankruptcy Code, the
Seller shall transfer, sell, convey, assign and deliver to the Stalking Horse Bidder
free and clear of all liens, claims and liabilities, all of the Assets in consideration
of the Purchase Price, defined as the aggregate amount of (i) the Credit Bid
Amount ($25,000,000) and (ii) the aggregate amount of the Assumed Liabilities
(as defined in the Stalking Horse Agreement), including liabilities under the DIP
Credit Agreement, assumed by the Stalking Horse Bidder.
B. Break-Up Fee and Expense Reimbursement. In consideration for Stalking Horse

Bidder having expended considerable time and expense in connection with the
Stalking Horse Agreement and the negotiation thereof and the identification and
quantification of assets of the Debtors, the Debtors will pay the Stalking Horse
Bidder (i) a break up fee in an amount equal to 2% of the Purchase Price (the
“Break-Up Fee”) and (ii) reimbursement of actual out-of-pocket expenses
incurred in negotiating the Stalking Horse Agreement and performing due
diligence, in an amount not to exceed $250,000 (the “Expense Reimbursement”),
following the consummation of a transaction with a Successful Bidder other than
the Stalking Horse Bidder if no material breach by the Stalking Horse Bidder of
the Stalking Horse Agreement has occurred.
C. Outside Closing Deadline. In the event that the Closing does not occur by May
11, 2012, the Stalking Horse Agreement is terminable by either Sellers or the
Stalking Horse Bidder (so long as the terminating party has not breached the
Stalking Horse Agreement).
D. Assumption of Liabilities. The Stalking Horse Bidder has agreed to assume,

subject to the Excluded Liabilities set forth in Section 2.1(d) of the Stalking Horse
Agreement, the following of the Debtors’ liabilities: (a) trade obligations of the
Sellers accrued or arising in the ordinary course on or after the Petition Date in
accordance with the DIP Budget and existing as of immediately prior to the
Closing and disclosed to the Stalking Horse Bidder in a writing accepted by the
Stalking Horse Bidder, (b) all liabilities of Sellers under the Assigned Contracts to
the extent such liabilities arise or are required to be performed after the Closing
Date and any Cure Costs, subject to certain limitations sets forth in the Stalking
Horse Agreement, (c) all liabilities of Sellers under the Governmental and Related
Contracts, including all principal amounts, accrued interest, fee amounts and other
amounts and obligations due to the United States and various States thereunder,
(d) liabilities of any Transferred Employ Plan and liabilities in respect of
employee obligations owed to the Transferred Employees, subject to certain
exclusions sets forth in the Stalking Horse Agreement, (e) liabilities under the
DIP Loan Documents, subject to certain exclusions included in the Stalking Horse
Agreement, and (f) all liabilities of Sellers in respect of, among other things,
employee wages, salaries, paid-time-off and all liabilities for withholding, trust
fund or other employment-related taxes obligations that accrue in the ordinary
course after the Petition Date.
8574903.6 14
VIII. Requested Sale Process Timeline
33. The Debtors are seeking: (a) a Bid Deadline (as defined below) of April 16, 2012;
(b) to hold the Auction on April 20, 2012; (c) to appear before the Court for the Sale Hearing on
April 26, 2012; and (d) to close the Sale on or before May 11, 2012 (the “Closing Date”).
34. The Stalking Horse Agreement requires that the Closing (as defined therein)
occur no later than two (2) Business Days after the day upon which all of the closing conditions
are satisfied, and that the sale order be entered at least ten (10) business days prior to the Closing
Date. Accordingly, the Debtors have requested that the Sale Hearing occur on or prior to April
26, 2012, in order provide the Stalking Horse Bidder with more than ten (10) business days
thereafter before the Closing Date. Given the limited availability of funding available to the
Debtors, the Debtors’ exigent financial circumstances and the efforts undertaken by or on behalf
of the Debtors prior to the Petition Date, the above-requested timeline is reasonable, and,
moreover, is in compliance with applicable sections of the Bankruptcy Code as well as the Local
and Bankruptcy Rules.
RELIEF REQUESTED
35. As stated above, the Debtors are hereby requesting, pursuant to sections 105, 363,
365, and 503 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 7004 and 9014,
entry of an order (the “Bidding Procedures Order”), substantially in the form attached hereto as
Exhibit A, (A) authorizing and scheduling the Auction, (B) authorizing and approving (i) the
Bidding Procedures, (ii) notice of the Auction, (iii) the Break-Up Fee, (iv) the form and manner
of Sale Notice, (v) the form and manner of the Sale Summary, and (vi) the form and manner of
Assumption and Assignment Notice, (C) scheduling a Sale Hearing and (D) granting related
relief.
8574903.6 15
36. The Sale to the Successful Bidder as contemplated herein will maximize the value
received by the Debtors for the Assets and result in the assumption of a significant portion of the
Debtors’ existing unsecured obligations and ensure the continued provision of services to the
Dental Centers and their patients, and, accordingly, is in the best interests of the Debtors, their
creditors, and their other economic stakeholders. For this reason and for those set forth below,
the Debtors respectfully submit that the relief requested in this Motion should be granted.
DESCRIPTION OF THE PROPOSED BID AND SALE PROCEDURES
IX. The Proposed Bidding Procedures
37. The Debtors believe that the best interests of their estates are served by
conducting a public auction to identify the highest or otherwise best offer for the Assets.
Accordingly, the Debtors seek the Court’s approval of the Bidding Procedures. The following is
a summary of the key provisions thereof:5
A. General Process. The Debtors shall solicit bids from interested parties. Only
Qualified Bids (as defined below) shall be considered by the Debtors. If the
Debtors do not receive a Qualified Bid other than the Stalking Horse Agreement
prior to the Bid Deadline (as defined below), then the Stalking Horse’s offer to
acquire the Assets under the Stalking Horse Agreement shall constitute the
highest or otherwise best Qualified Bid (the “Successful Bid”). If the Debtors
receive a Qualified Bid other than the Stalking Horse Agreement prior to the Bid
Deadline, then the Debtors shall select a Qualified Bid as the High Bid after the
Debtors have conducted the Auction and considered, among other things, the total
net consideration to be received by their estates as well as other financial and
contractual terms relevant to the proposed Sale, including those factors affecting
the speed and certainty of consummating the proposed Sale.
B. Payment of the Break-Up Fee and Expense Reimbursement. In the event that the
Bankruptcy Court approves any agreement that contemplates a transaction or
series of related transactions, other than the transactions to be consummated under
the Stalking Horse Agreement, pursuant to which a material portion of the Assets
will be acquired by, or transferred to a Successful Bidder other than the Stalking
5
To the extent the description of the Bidding Procedures set forth herein differs from those set forth in
Exhibit A hereto, the terms of Exhibit A shall control.
8574903.6 16
Horse, then upon the Seller’s consummation of such a Sale, the Break-Up Fee and
Expense Reimbursement shall be immediately paid to the Stalking Horse.
C. Deposits. The Debtors shall require Bidders to submit Good Faith Deposits (as
defined below). The Good Faith Deposits of all Qualified Bidders other than the
Stalking Horse, shall be retained by the Sellers and held in escrow in an interest
bearing account and all Qualified Bids will remain open, notwithstanding
Bankruptcy Court approval of a Sale, until three (3) business days after the earlier
of (1) the closing of the Sale of the Assets, or (2) the date that is twenty (20) days
after entry of a Sale Order approving a Sale to the Successful Bidder.
D. Potential Bidders. Unless otherwise ordered by the Bankruptcy Court for cause
shown, to participate in the sale process, each person (a “Potential Bidder”) must
deliver to the Debtors:
i. an executed confidentiality agreement in form and substance satisfactory

to the Debtors; and
ii. a bona fide, non-binding letter of intent or expression of interest with

respect to a purchase of the Assets.
E. Qualified Bidders. A “Qualified Bidder” is (1) the Stalking Horse Bidder and, if
applicable, (2) a Potential Bidder that delivers the documents described in
subparagraphs D(i)-(ii) and F(i)-(iv) hereof and that the Debtors determine is
reasonably likely (based on the availability of financing, experience and other
considerations) to submit a bona fide offer and to be able to consummate the
proposed Sale if selected as the Successful Bidder. Two or more Potential
Bidders may be deemed a Qualified Bidder if such Potential Bidders, considered
in the aggregate, otherwise meet the foregoing criteria and so long as such bidders
bid in good faith and do not violate section 363(n) of the Bankruptcy Code.
F. Qualified Bids. A “Qualified Bid” is (1) the Stalking Horse’s offer to acquire the
Assets pursuant to the Stalking Horse Agreement and, if applicable, (2) another
Qualified Bidder’s offer to acquire the Assets, for cash, if such offer was received
prior to the Bid Deadline and if such offer included each of the following
(collectively, a “Bid”):
i. a letter:
(A) Offering to acquire the Assets on terms substantially identical to
the Stalking Horse Agreement and providing for the releases
contemplated therein and expressly agreeing to assume, at a
minimum, all of the liabilities provided for in the Stalking Horse
Agreement;
(B) Accompanied by a duly executed agreement attached to the letter,

marked to show any proposed amendments and modifications to
the Stalking Horse Agreement and its schedules and exhibits;
8574903.6 17
(C) Specifying Bid terms that are substantially the same or better (as
determined in the Sellers’ reasonable business judgment) than the
terms of the Stalking Horse Agreement;
(D) Agreeing that the Potential Bidder’s offer, irrespective of whether

such Potential Bidder is the Successful Bidder or the Backstop
Bidder, is binding and irrevocable until the earlier of (i) the
Closing Date, or (ii) twenty (20) days after the Sale Hearing;
(E) Providing that such Bid is not subject to any due diligence or
financing contingency;
(F) Agreeing not to request or assert entitlement to any transaction or

break-up fee, expense reimbursement or similar type of payment;
and
(G) Agreeing to serve as the Backstop Bidder in accordance with these

Bidding Procedure.
ii. be accompanied by adequate assurance information (the “Adequate
Assurance Information”), including (i) information about the Potential
Bidder’s financial condition, such as federal tax returns for two years, a
current financial statement, or bank account statements, (ii) information
demonstrating (in the Sellers’ reasonable business judgment) that the
Potential Bidder has the financial capacity to consummate the proposed
Sale, (iii) evidence that the Potential Bidder has obtained authorization or
approval from its board of directors (or comparable governing body) with
respect to the submission of its Bid, (iv) the identity and exact name of the
Potential Bidder (including any equity holder or other financial backer if
the Potential Bidder is an entity formed for the purpose of consummating
the Sale), and (v) such additional information regarding the Potential
Bidder as the Potential Bidder may elect to include. By submitting a Bid,
Potential Bidders agree that the Sellers may disseminate their Adequate
Assurance Information to affected landlords or contract counterparties in
the event that the Sellers determine such bid to be (a) a Qualified Bid (as
defined below) and (b) a higher and better bid than the Stalking Horse
Agreement.
iii. a good faith cash deposit (the “Good Faith Deposit”) in the amount of
10% of the Purchase Price, in cash, with respect to a Bid, which Good
Faith Deposit shall be held in escrow or another segregated account, not
subject to any security interest or lien, and utilized in accordance with the
Bidding Procedures.
iv. written evidence, documented to the Sellers’ reasonable satisfaction, that
demonstrates the Potential Bidder has available cash or a commitment for
financing and such other evidence of ability to consummate the transaction
as the Sellers may reasonably request, including proof that such funding
commitments or other financing are not subject to any internal approvals,
8574903.6 18
syndication requirements, diligence or credit committee approvals
(provided, that such commitments may have covenants and conditions
reasonably acceptable to the Sellers).
G. Due Diligence. Up to and including the date that is one day prior to the Auction,
as defined herein (the “Diligence Period”), the Sellers shall afford any Potential
Bidder such due diligence access or additional information as may be reasonably
requested by the Potential Bidder that the Sellers, in their business judgment,
determine to be reasonable and appropriate. The Sellers may designate a
representative to coordinate all reasonable requests for additional information and
due diligence access from such Potential Bidders. Each Potential Bidder shall be
required to acknowledge that it has had an opportunity to conduct any and all due
diligence regarding the Assets prior to submitting its Bid.
H. Bid Deadline. A Potential Bidder that desires to make a bid shall deliver copies
of its bid by facsimile and/or email to (a) proposed counsel to the Sellers, Waller
Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN
37219, Attn: John C. Tishler, Esq. and Donald R. Moody, Esq.; (b) proposed
Chief Restructuring Officer of the Sellers, Martin McGahan, Alvarez & Marsal
Healthcare Industry Group, LLC, c/o 618 Church Street, Suite 520, Nashville, TN
37219; (c) proposed counsel for any official committee of unsecured creditors
appointed in these cases (the “Committee”); (d) proposed local counsel for the
Committee, if any; and (e) proposed financial advisor to the Committee, if any; by
no later than April 16, 2012 at 4:00 p.m. Central Standard Time (the “Bid
Deadline”).
I. Auction. If at least one Qualified Bid other than the Stalking Horse Agreement is
received by the Bid Deadline, the Sellers will conduct the Auction. The Auction
shall take place on April 20, 2012 at 9:00 a.m. Central Standard Time, at the
offices of proposed counsel to the Sellers, Waller Lansden Dortch & Davis, LLP,
511 Union Street, Suite 2700, Nashville, Tennessee 37219, or such later time or
such other place as the Sellers shall designate and notify to all Qualified Bidders
who have submitted Qualified Bids. Only a Stalking Horse Bidder and each other
Qualified Bidder who has submitted a Qualified Bid will be eligible to participate
at the Auction. Professionals for (a) the Committee (if any), (b) the Stalking
Horse Bidder, (c) each other Qualified Bidder, and (d) the agent for the Sellers’
prepetition secured lenders, along with any other parties the Sellers deem
appropriate, shall be able to attend and observe the Auction.
Each Qualified Bidder participating in the Auction will be required to confirm, in

writing, that (a) it has not engaged in any collusion with respect to the Bidding
Process, and (b) its Qualified Bid is a good faith bona fide offer that it intends to
consummate if selected as the Successful Bidder.
At the Auction, participants will be permitted to increase their Qualified Bids.

Bidding at the Auction will commence with the Highest and Best Bid and will
continue in increments of at least $500,000 (the “Overbid Amount”, and each
8574903.6 19
successive bid an “Overbid”), provided, however, that the initial Overbid (the
“Initial Overbid”) must be at least equal to the Stalking Horse Agreement plus (i)
$1,000,000, (ii) the Break-Up Fee and (iii) the Expense Reimbursement (each as
defined in the Stalking Horse Agreement); provided further, however, that if the
Stalking Horse Agreement is not the Highest and Best Bid, the Initial Overbid, if
made by the Stalking Horse Bidder, may be in an amount at least equal to the
Overbid Amount. An Overbid shall remain open and binding on the Qualified
Bidder until and unless (a) the Sellers accept an alternate Overbid as the Highest
and Best Bid, and (b) such Overbid is not selected as the Backstop Bid (as defined
below). During the course of the Auction, the Sellers shall, after submission of
each Overbid, promptly inform each participant which Overbid reflects, in the
Sellers’ view, the highest or otherwise best offer.
The DIP Lender, the DIP Agent, the Prepetition Lenders, the Prepetition Agent,
and/or any authorized designee of the DIP Agent and/or Prepetition Agent may
submit credit bids on behalf of the Stalking Horse Bidder to the fullest extent
permitted by section 363(k) of the Bankruptcy Code. Any and all Overbids made
by the Stalking Horse Bidder including, if applicable, the Initial Overbid, may be
in the form of a credit bid.
Any and all Bids, Initial Overbids and Overbids, other than those submitted by or
on behalf of the Stalking Horse Bidder, shall be in cash.
The Sellers may announce at the Auction additional procedural rules (e.g., the
amount of time to make subsequent Overbids) for conducting the Auction so long
as the rules are not inconsistent with these Bidding Procedures. The bidding at
the Auction shall be transcribed or videotaped and the Sellers shall maintain a
transcript of all Bids made and announced at the Auction, including all Overbids
and the Successful Bid.
Immediately prior to the conclusion of the Auction, the Sellers will: (a) review
each Qualified Bid made at the Auction on the basis of financial and contractual
terms and such factors relevant to the Sale, including those factors affecting the
speed and certainty of consummating the Sale; (b) identify the highest and best
Bid for the Assets of the Seller at the Auction (the “Successful Bid”); and (c)
notify all Qualified Bidders at the Auction, prior to its conclusion, of the name or
names of the maker of the Successful Bid (the “Successful Bidder”), and the
amount and other material terms of the Successful Bid. The Sellers shall not
consider any Bids or Overbids submitted after the conclusion of the Auction and
any and all such Bids and Overbids shall be deemed untimely and shall under no
circumstances constitute a Qualified Bid.
X. The Proposed Assumption and Assignment Procedures
38. As part of the Sale, the Debtors seek authorization to assume and assign certain
executory contracts and unexpired leases (collectively, the “Assigned Contracts”) to the
8574903.6 20
Successful Bidder. In order to provide counterparties with adequate notice of such potential
assumption and assignment, as well as the proposed cure amounts (the “Cure Cost”), the Debtors
propose the following Assumption and Assignment Procedures:
A. The Debtors shall serve the Assumption and Assignment Notice, substantially in
the form annexed as Exhibit D, by first-class mail, no later than three (3) days
after service of the Sale Notice, or as soon thereafter as practicable, on all
counterparties to the Assigned Contracts.
B. On or before the date that is no later than two (2) business days prior to the Bid
Deadline (as defined in the Bidding Procedures), the Sellers will file a schedule of
cure obligations (the “Schedule of Contracts”) for all potential Assigned
Contracts. The Schedule of Contracts will include a description of each of the
Sellers’ contracts and leases potentially to be assumed and assigned under the
Stalking Horse Agreement and the amount, if any, the Sellers believe is necessary
to cure such agreements pursuant to section 365 of the Bankruptcy Code (the
“Cure Costs”). A copy of the Schedule of Contracts, together with the
Assumption and Assignment Notice, will be served on each of the non-Debtor
parties listed on the Schedule of Contracts by first-class mail, postage prepaid, on
or before April 12, 2012.
C. Any objections (“Assignment Objections”) to the assumption and assignment of

any Potentially Assigned Contract, including, but not limited to, objections
relating to the validity of Cure Amounts or relating to adequate assurance of
future performance or to the cure amount must be filed with the Bankruptcy Court
and served upon the Notice Parties on or before April 23, 2012 at 4:00 p.m.
(prevailing Central Standard Time) (the “Assignment Objection Deadline”).
D. Any counterparty failing to file an Assignment Objection by the Assignment

Objection Deadline shall be forever barred from (1) objecting to the Cure Amount
set forth on the Schedule of Contracts with respect to its Assigned Contract; (2)
seeking additional amounts arising under its Assigned Contract prior to the
Closing from the Debtors or the Successful Bidder; and (3) objecting to the
assumption and assignment of its contract to the Successful Bidder.
E. Any Assignment Objections not consensually resolved prior to the Sale Hearing
shall be heard at the Sale Hearing with any related Cure Amounts or adequate
assurance of future performance being fixed by the Bankruptcy Court. All other
objections to the proposed assumption and assignment of the Assigned Contracts
will be heard at the Sale Hearing.
F. Except as may otherwise be agreed to by all parties to a Assigned Contract, on or

before the Closing, the cure of any defaults under Assigned Contracts necessary
to permit assumption and assignment thereof in accordance with Bankruptcy
Code section 365(b), shall be by (i) payment of the undisputed Cure Amount, (ii)
8574903.6 21
payment of the Cure Amount judicially determined by the Bankruptcy Court to be
the correct amount, and/or (iii) establishment of a reserve with respect to any
disputed Cure Amount. The party responsible for paying Cure Amounts shall be
as set forth in the purchase agreement entered into between the Debtors and the
Successful Bidder.
39. The Debtors believe that the proposed Assumption and Assignment Procedures
will provide the counterparties to the Assigned Contracts a full and fair opportunity to be heard
with respect to issues concerning the proposed assumption and assignment of the Assigned
Contracts, and respectfully request that they be approved. Moreover, other cases in this District
have approved assumption and assignment procedures in connection with a sale process
concerning substantially all of a debtor’s assets. See, e.g. In re New Day Pharmacy Corp., Case
No. 09-01947, Doc. 38 (GCP) (Bankr. M.D. Tenn. Mar. 5, 2009).
ARGUMENT
XI. The Bidding Procedures Are Appropriate
40. The paramount goal in any proposed sale of property of the estate is to maximize
the proceeds received by the estate. See Sugarloaf Indus. & Mktg. Co. v. Quaker City Castings,
Inc. (In re Quaker City Castings, Inc.), 2005 Bankr. LEXIS 2211, at *23 (B.A.P. 6th Cir. Nov.
18, 2005); In re Integrated Res., Inc., 147 B.R. 650, 659 (Bankr. S.D.N.Y. 1992) (“It is a well-
established principle of bankruptcy law that the . . . [debtor’s] duty with respect to such sales is
to obtain the highest price or greatest overall benefit possible for the estate.”), quoting Cello Bag
Co. v. Champion Int’l Corp. (In re Atlanta Packaging Prods., Inc.), 99 B.R. 124, 131 (Bankr.
N.D. Ga. 1988).
41. Courts regularly recognize that procedures intended to enhance competitive
bidding are consistent with the goal of maximizing the value received by the estate and therefore
are appropriate in the context of bankruptcy sales. See, e.g., Integrated Res., 147 B.R. at 659
(such procedures “encourage bidding and maximize … the value of the debtor’s assets”).
8574903.6 22
Indeed, as one court has stated, “[T]he purpose of procedural bidding orders is to facilitate an
open and fair public sale designed to maximize value for the estate. To accomplish that goal,
bankruptcy courts are necessarily given discretion and latitude in conducting the sale.” See In re
Nashville Senior Living, 2008 Bankr. LEXIS 3197, at *4-5 (Bankr. M.D. Tenn. Oct. 22, 2008),
appeal dismissed by, as moot, Official Comm. of Unsecured Creditors v. Anderson Senior Living
Prop., LLC (In re Nashville Senior Living, LLC), 407 B.R. 222 (B.A.P. 6th Cir. 2009), quoting In
re Edwards, 228 B.R. 552, 561 (Bankr. E.D. Pa. 1998).
42. As set forth above, the Debtors have already undertaken significant efforts to
produce the best bid for purchase of the Assets. Now, the Debtors have further sought to engage
an investment banker to fully market the Assets and expose the Assets and the Auction to
potentially multiple Qualified Bidders. The Debtors believe that the Bidding Procedures
establish the parameters under which the value of the Assets may be maximized through the
Auction and ensuing Sale Hearing. Such procedures unquestionably will increase the likelihood
that the Debtors will receive the greatest possible consideration for such assets because they will
ensure a competitive and fair bidding process. Moreover, auction procedures have been
approved in other cases in this District. See, e.g. In re New Day Pharmacy Corp., Case No. 09-
01947, Docs. 37, 38 (GCP) (Bankr. M.D. Tenn. Mar. 5, 2009).
B. The Initial And Subsequent Overbids Are Appropriate
43. One important component of the Bidding Procedures is the “overbid” provision,
pursuant to which participants at the Auction will be permitted to increase their Qualified Bids.
Bidding at the Auction will commence with the Highest and Best Bid and will continue in
increments of at least $500,000 (the “Overbid Amount”, and each successive bid an “Overbid”),
provided, however, that, as a condition to entering into the Stalking Horse Agreement, the
Stalking Horse Bidder has required the initial Overbid (the “Initial Overbid”) be at least equal to
8574903.6 23
the Stalking Horse Agreement plus (i) $1,000,000, (ii) the Break-Up Fee and (iii) the Expense
Reimbursement (each as defined in the Stalking Horse Agreement); provided further, however,
that if the Stalking Horse Agreement is not the Highest and Best Bid, the Initial Overbid, if made
by the Stalking Horse Bidder, may be in an amount at least equal to the Overbid Amount. A
minimum initial overbid is necessary not only to compensate the Debtors for the risk that they
assume in foregoing a known, willing, and able purchaser for a new potential acquirer, but also
to ensure that there is an increase in the net proceeds, after deducting the Break-Up Fee and
Expense Reimbursement to be paid to the Stalking Horse Bidder in the event of a prevailing
overbid. An Overbid shall remain open and binding on the Qualified Bidder until and unless (a)
the Sellers accept an alternate Overbid as the Highest and Best Bid, and (b) such Overbid is not
selected as the Backstop Bid (as defined below). During the course of the Auction, the Sellers
shall, after submission of each Overbid, promptly inform each participant which Overbid
reflects, in the Sellers’ view, the highest or otherwise best offer.
44. Case law also supports minimum overbids that are up to 10% of the initial
purchase price as fair and reasonable. As the court stated in In re Wintex, Inc., 158 B.R. 540
(Bankr. D. Mass. 1992):
A debtor may avoid the increased cost and complexity associated

with considering additional bids unless the additional bids are high
enough to justify their pursuit. The 10% increase requirement is
one example of a reasonable litmus test.
Id. at 543. See also In re New Day Pharmacy Corp., Case No. 09-01947, Doc. 38 (GCP) (Bankr.
M.D. Tenn. Mar. 5, 2009) (requiring an initial overbid to exceed a purchase price of $2 million
by at least $275,000 (13.75%)); In re Fin. News Network, Inc., 126 B.R. 152, 154, 156-57
(Bankr. S.D.N.Y. 1991) (requiring minimum overbids to exceed purchaser’s offer of $105
million by at least $10 million (9.5%)); Kabro Assocs., LLC v. Colony Hill Assocs. (In re Colony
8574903.6 24
Hill Assocs.), 111 F.3d 269, 275-77 (2d Cir. 1997) (requiring minimum overbids to exceed
purchaser’s initial offer of $7.5 million by at least $650,000 (8.6%)).
45. Here, the Initial Overbid is approximately 5% of the amount of the Stalking
Horse’s bid – well within the range of overbids approved in the cases cited above. The Debtors
submit that, given the risks and costs associated with selection of a bid other than the Stalking
Horse’s, the Initial Overbid is reasonable.
C. The Auction, Hearing And Notice Procedures Are Appropriate
46. Pursuant to Bankruptcy Rule 2002(a), the Debtors are required to provide
creditors with twenty one (21) days’ notice of the Sale Hearing. Pursuant to Bankruptcy Rule
2002(c), the Debtors are required to notify their creditors of the proposed sale of the Debtors’
assets, including a disclosure of the time and place of the Sale Hearing, the terms and conditions
of the Sale, and the deadline for filing any objections.
47. The Debtors propose that within three (3) days following entry of the Bid and
Sale Procedures Order, the Debtors will distribute such order (which includes copies of the
Bidding Procedures, the Assumption and Assignment Procedures, the Sale Summary and the
Sale Notice) to: (a) the United States Trustee for the Middle District of Tennessee; (b) counsel to
the administrative agent for the Debtors’ prepetition secured lenders; (c) counsel for any official
unsecured creditors’ committee appointed in these cases, or until such time as counsel is named,
the holders of the fifty (50) largest unsecured claims on a consolidated basis against the Debtors;
(d) counsel to all postpetition lenders or their agent(s); (e) counsel of record representing patients
of Dental Centers associated with CSHM with litigation pending against the Debtors as of the
Petition Date; (f) the Internal Revenue Service; (g) all parties known or reasonably believed to
have asserted any lien, claim, interest or encumbrance on any of the Assets; and (h) all persons
or entities known or reasonably believed to have expressed an interest in acquiring the Assets
8574903.6 25
during the past six (6) months; (i) the U.S. Attorney General; (j) United States Department of
Health and Human Services, Office of Inspector General; (k) New York State Office of
Medicaid Inspector General; (l) the Attorney General for each State that is a party to a settlement
agreement with a Debtor; (m) all parties that have requested personal notice pursuant to
Bankruptcy Rule 2002 (collectively, the “Notice Parties”).
48. Further, if the Court believes it is appropriate, the Debtors will publish an
abbreviated version of the Sale Notice at least once in a national paper at least twenty (20) days
prior to the Auction. Moreover, the Debtors have issued a press release to a number of press
outlets regarding the Sale process. The Debtors contend that such notice of the Auction and the
Sale Hearing is good and sufficient notice and that no other or further notice is required.
D. The Sale Of The Debtors’ Assets To The Successful Bidder Should be

Approved
49. Section 363 of the Bankruptcy Code (“Section 363”) provides, in relevant part,
“The trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course
of business, property of the estate.” 11 U.S.C. § 363(b)(1). Although Section 363 does not set
forth a standard for determining when it is appropriate for a court to authorize the sale or
disposition of substantially all of a debtor’s assets, the Sixth Circuit and other Circuit Courts of
Appeal, in applying this section, have required that such a sale be based upon a “sound business
purpose.” See Stephens Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (holding that
it was not abuse of discretion for a bankruptcy court to approve a sale of substantially all of a
debtor’s assets); see also Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722
F.2d 1063, 1071 (2d Cir. 1983); In re Nicole Energy Servs., 385 B.R. 201, 210 (Bankr. S.D. Ohio
2008).
8574903.6 26
50. The Sale is justified by a sound business purpose, and is the best option available
to maximize the value of the Debtors’ estates. A going concern sale will generate the greatest
possible recovery to the Debtors’ estates, creditors and other stakeholders. If the Debtors were to
cease operations, the attendant loss of value would be significant and irreparable. The Auction
and Sale process set forth herein, on the other hand, will allow the Debtors to maximize the value
of their assets by selling their operations as going concerns, as opposed to recognizing lesser
value through alternative restructuring strategies. Thus, there is a sound business purpose that
justifies the Sale.
51. It is apparent to the Debtors that they could not continue operations and continue
to make payroll without running out of cash in short order. Accordingly, the Debtors seek the
sale of the Assets as a going concern without interruption of the services provided by the Debtors
to the Dental Centers and their patients.
52. The “sound business purpose” test is often formulated to require consideration of
the following factors: “1) [a] sound business reason; 2) accurate and reasonable notice; 3) [an]
adequate price; and 4) good faith.” See, e.g., In re Nicole Energy Servs., 385 B.R. 201, 231
(Bankr. S.D. Ohio 2008) (citation omitted). The Sale satisfies these factors. First, according to
the timing of the Auction and Sale Hearing that the Debtors have requested herein, the Sale
Notice, as well as this motion, is being served more than 21 days in advance of the Auction and
Sale Hearing upon the Notice Parties. The Sale Notice contains all information referenced in
Bankruptcy Rule 2002(c)(1).6 See WBQ Ptnr. v. Virginia Dep’t of Med. Assistance Servs. (In re
6
Bankruptcy Rule 2002(c)(1) provides, in relevant part, that:
[T]he notice of a proposed use, sale, or lease of property required by subdivision (a)(2) of this rule shall
include the time and place of any public sale, the terms and conditions of any private sale and the time
fixed for filing objections. The notice of a proposed use, sale, or lease of property, including real estate, is
sufficient if it generally describes the property. The notice of a proposed sale or lease of personally
8574903.6 27
WBQ Ptnr.), 189 B.R. 97, 103 (Bankr. E.D. Va. 1995) (“In [the] context [of a sale under Section
363], ‘notice is sufficient if it includes the terms and conditions of the sale, if it states the time
for filing objections, and if the estate is selling real estate, it generally describes the property.’”),
quoting In re Karpe, 84 Bankr. 926, 929 (Bankr. M.D. Pa. 1988). Therefore, the Debtors submit
that notice is sufficient. Second, the Stalking Horse Agreement was negotiated in good faith, at
arm’s-length, between the parties thereto over several weeks, and was chosen after the lengthy
and exhaustive Pre-Petition Process and will be subject to higher and better bids after continued
marketing of the Assets during the pendency of these cases. Accordingly, the Debtors
respectfully submit that a finding that the Sale has been pursued, negotiated and proposed in
good faith is appropriate. See In re Abbotts Dairies of Pennsylvania, Inc., 788 F.2d 143, 147 (3d
Cir. 1986) (“[T]ypically, the misconduct that would destroy a purchaser’s good faith status at a
judicial sale involves fraud, collusion between the purchaser and other bidders or the trustee, or
an attempt to take grossly unfair advantage of other bidders”). Lastly, the Sale process subjects
the Stalking Horse Agreement to competitive bidding by a wide variety of potentially interested
parties, which the Debtors submit is the best method to ensure that the Debtors receive a fair and
reasonable price for the Assets. Accordingly, the proposed Sale is proper under Section 363 and
should be approved.
E. The Break-Up Fee and Expense Reimbursement Should be Approved
53. “Break-up” or termination fees must be considered in light of the totality of the
circumstances. In re Nashville Senior Living, 2008 Bankr. LEXIS 3197, at *6-7 (Bankr. M.D.
Tenn. Oct. 22, 2008). Factors considered by courts include: “1) Whether the fee requested
correlates with a maximization of value to the debtor’s estate; 2) Whether the underlying
identifiable information under § 363(b)(1) of the Code shall state whether the sale is consistent with any
policy prohibiting the transfer of the information.
8574903.6 28
negotiated agreement is an arm’s-length transaction between the debtor’s estate and the
negotiating acquirer; 3) Whether the principal secured creditors and the official creditors
committee are supportive of the concession; 4) Whether the subject break-up fee constitutes a
fair and reasonable percentage of the proposed purchase price; 5) Whether the dollar amount of
the break-up fee is so substantial that it provides a “chilling effect” on other potential bidders; 6)
The existence of available safeguards beneficial to the debtor’s estate; 7) Whether there exists a
substantial adverse impact upon unsecured creditors, where such creditors are in opposition to
the break-up fee.” Id. at *6-7.
54. The Debtors have agreed in the Stalking Horse Agreement that, in the event that
the Sale is consummated with a Successful Bidder other than the Stalking Horse Bidder, the
Debtors will pay the Stalking Horse Bidder the Break-Up Fee of $2,000,000, and will reimburse
the Stalking Horse Bidder for expenses incurred in connection with negotiating the Stalking
Horse Agreement and performing due diligence in connection therewith (up to a maximum
amount of $250,000).7 The Debtors submit that analysis of the above factors demonstrates that
the Break-Up Fee and Expense Reimbursement are reasonable and appropriate. The Break-Up
Fee and Expense Reimbursement are intended to facilitate the Auction, reimburse the Stalking
Horse Bidder for certain of the expenses it has incurred and will continue to incur in connection
with the proposed transaction, and to compensate the Stalking Horse Bidder for the substantial
time and effort it has expended to date and will continue to expend as a stalking horse for
competing bids. The Debtors submit that notwithstanding the Break-Up Fee and Expense
Reimbursement, use of the Stalking Horse Agreement will protect the Debtors’ creditors and
facilitate discussions with other interested parties, rather than chill bidding, and will establish a
7
As set forth above, payment of the Break-Up Fee and Expense Reimbursement is also contingent upon the
Stalking Horse Bidder not breaching the Stalking Horse Agreement.
8574903.6 29
floor with respect to the Auction. The Debtors believe that without the Stalking Horse
Agreement, which the Debtors were unable to attain without the inclusion of a Break-Up Fee and
Expense Reimbursement, the ultimate proceeds obtained for the Assets would not be maximized.
Moreover, the Break-Up Fee and Expense Reimbursement were negotiated in good faith at
arm’s-length by unrelated parties. Thus, the use of the Stalking Horse Agreement will ensure
that competing bids will be higher and better, providing a significant benefit to the Debtors’
estates and creditors. Lastly, the amounts of the Break-Up Fee and Expense Reimbursement are
fair and reasonable in light of similar fees approved in other cases in this and other Districts.
See, e.g., In re New Day Pharmacy Corp., Case No. 09-01947, Doc. 38 (GCP) (Bankr. M.D.
Tenn. Mar. 5, 2009) (approving a break-up fee of approximately 2.5% of the purchase price); In
re Nashville Senior Living, 2008 Bankr. LEXIS 3197, at *3, *9 (approving a break-up fee of
approximately 1% of the purchase price); In re Chi-Chi’s, Inc., Case No. 03-13063, Doc. 143
(Bankr. D. Del. November 4, 2003) (fee of 5.1% permitted); In re Great N. Paper, Inc., Case No.
03-10048, Docs. 217, 194 (Bankr. D. Me. February 18, 2003) (fee of 5.4% plus reimbursement
of expenses upheld).
F. A Sale Free And Clear Of Liens, Claims, Encumbrances, And Interests Is

Appropriate
55. It is appropriate for the Debtors’ assets to be sold to the Successful Bidder free
and clear of liens, claims, encumbrances, and interests pursuant to Section 363(f) of the
Bankruptcy Code, with any such liens, claims, encumbrances, or interests to attach to the net sale
proceeds of such assets. See MacArthur Co. v. Johns-Manville Corp., 837 F.2d 89, 93-94 (2d
Cir. 1988) (“It has long been recognized that when a debtor’s assets are disposed of free and
clear of third-party interests, the third party is adequately protected if his interest is assertable
against the proceeds of the disposition); see also In re Riverside Inv. P’ship, 674 F.2d 634, 640
8574903.6 30
(7th Cir. 1982) (“Generally, in a ‘free and clear’ sale, the liens are impressed on the proceeds of
the sale and discharged at the time of sale ....”).
56. Any lien, claim, encumbrance, or interest in the Debtors’ assets will be adequately
protected by attachment to the net proceeds of the sale, subject to any claims and defenses the
Debtors may possess with respect thereto. Moreover, each of the parties that may hold liens on
the assets sold could be compelled to accept a monetary satisfaction of such interests, satisfying
section 363(f)(5) of the Bankruptcy Code. Thus, sale of the Debtors’ assets free and clear of
liens, claims, encumbrances, and interests will satisfy one or more of the statutory prerequisites
of section 363(f) of the Bankruptcy Code. Accordingly, the Debtors’ request that their assets be
transferred to the Successful Bidder free and clear of all liens, claims, encumbrances, and
interests, with any such liens, claims, encumbrances, and interests to attach to the net sale
proceeds realized from the sale.
G. Assumption And Assignment Of Contracts and Leases Satisfies Section 365
57. Section 365(a) of the Bankruptcy Code provides that a debtor in possession
“subject to the court’s approval, may assume or reject any executory contract or unexpired lease
of the debtor.” 11 U.S.C. § 365(a). Upon finding that a debtor has exercised its best “business
judgment” in determining to assume an executory contract or unexpired lease, courts will
approve the assumption under section 365(a) of the Bankruptcy Code. See Nostas Assocs. v.
Costich (In re Klein Sleep Prods., Inc.), 78 F.3d 18, 25-26 (2d Cir. 1996); Orion Pictures Corp.
v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993).
58. Pursuant to section 365(f)(2) of the Bankruptcy Code, a debtor in possession may
assign an executory contract or unexpired lease of nonresidential real property if “adequate
assurance of future performance by the assignee of such contract or lease is provided, whether or
not there has been a default in such contract or lease.” 11 U.S.C. § 365(f)(2)(B). The meaning of
8574903.6 31
“adequate assurance of future performance” depends on the facts and circumstances of each case,
but should be given practical, pragmatic construction. See In re Bon Ton Rest. & Pastry Shop,
Inc., 53 B.R. 789, 803 (Bankr. N.D. Ill. 1985) (“[a]lthough no single solution will satisfy every
case, the required assurance will fall considerably short of an absolute guarantee of
performance.”); see also In re Natco Indus., Inc., 54 B.R. 436, 440 (Bankr. S.D.N.Y. 1985)
(adequate assurance of future performance does not mean absolute assurance that debtor will
thrive and pay rent).
59. Among other things, adequate assurance may be given by demonstrating the
assignee’s financial health and experience in managing the type of enterprise or property
assigned. See In re Bygaph, Inc., 56 B.R. 596, 605-06 (Bankr. S.D.N.Y. 1986) (adequate
assurance of future performance is present when prospective assignee of lease has financial
resources and expressed willingness to devote sufficient funding to business to give it strong
likelihood of succeeding; chief determinant of adequate assurance is whether rent will be paid).
60. First, the assumption and assignment of a contract or lease to the Successful
Bidder is in the best interests of the Debtors’ estates and a proper exercise of the Debtors’
business judgment. In addition to maximizing the consideration received in exchange for the
Sale, it also allows the Debtors to avoid rejection damages that otherwise would accrue if those
contracts or leases were to be rejected. The Debtors will agree that all undisputed cure amounts
associated with assumption and assignment of the leases and contracts shall be paid in
connection with the consummation of the Sale.
61. At the Sale Hearing, the Debtors and the Successful Bidder will be prepared to
proffer testimony or present evidence to demonstrate the financial credibility, willingness, and
ability of the Successful Bidder to perform under the contracts and leases to be assumed and
8574903.6 32
assigned. The Sale Hearing, therefore, will provide the Court and other interested parties with
the opportunity to evaluate the ability of the Successful Bidder to provide adequate assurance of
future performance under the contracts and leases to be assumed and assigned, as required by
section 365(b)(1)(C) of the Bankruptcy Code. Accordingly, the Debtors respectfully request that
at the conclusion of the Sale Hearing, the Court approve the assumption and assignment of
certain contracts and leases, to be effective upon entry of the Sale Order.
62. Notwithstanding any anti-assignment language in any contract or lease to be
assumed and assigned, the Debtors seek permission to assign such agreement, provided that the
Debtors first assume the contract or lease and then provide adequate assurance of future
performance by the Successful Bidder. To facilitate the assumption and assignment of the
contracts and leases to be assumed and assigned, the Debtors will request at the Sale Hearing that
the Court find any anti-assignment provisions of the contracts and leases to be assumed and
assigned to be unenforceable under section 365(f) of the Bankruptcy Code.8
63. Section 365(k) of the Bankruptcy Code provides that assignment by the debtor to
an entity of a contract or lease “relieves the trustee and the estate from any liability for any
breach of such contract or lease occurring after such assignment.” 11 U.S.C. § 365(k). Pursuant
to section 365(k), the Debtors and their estates shall be relieved from any liability for any breach
of any assumed and assigned lease or contract after such assignment to and assumption by the
Successful Bidder upon entry of the Sale Order.
8
Section 365(f)(1) provides in part that, “notwithstanding a provision in an executory contract or unexpired
lease of the debtor, or in applicable law, that prohibits, restricts, or conditions the assignment of such
contract or lease, the trustee may assign such contract or lease ... “ 11 U.S.C. § 365(f)(1). Section 365(f)(3)
further provides that “Notwithstanding a provision in an executory contract or unexpired lease of the
debtor, or in applicable law that terminates or modifies, or permits a party other than the debtor to terminate
or modify, such contract or lease or a right or obligation under such contract or lease on account of an
assignment of such contract or lease, such contract, lease, right, or obligation may not be terminated or
modified under such provision because of the assumption or assignment of such contract or lease by the
trustee.” 11 U.S.C. § 365(f)(3).
8574903.6 33
H. Relief Under Bankruptcy Rules 6004(h) and 6006(d) Is Appropriate
64. Bankruptcy Rule 6004(h) provides an “order authorizing the use, sale, or lease of
property … is stayed until the expiration of 14 days after entry of the order, unless the court
orders otherwise.” Bankruptcy Rule 6006(d) further provides that an “order authorizing the
trustee to assign an executory contract or unexpired lease under § 365(f) is stayed until the
expiration of 14 days after the entry of the order, unless the court orders otherwise.” The
Debtors respectfully request that in light of their limited liquidity and their corresponding need to
consummate the sale, the order approving the sale of the Assets and assumption and assignment
of the Assigned Contracts, if granted, be effective immediately upon entry.
NOTICE
65. Notice of this Motion has been given to: (a) the United States Trustee for the
Middle District of Tennessee; (b) counsel to the administrative agent for the Debtors’ prepetition
secured lenders; (c) counsel for any official unsecured creditors’ committee appointed in these
cases, or until such time as counsel is named, the holders of the fifty (50) largest unsecured
claims on a consolidated basis against the Debtors; (d) counsel to all postpetition lenders or their
agent(s); (e) counsel of record representing patients of Dental Centers associated with CSHM
with litigation pending against the Debtors as of the Petition Date; (f) all parties known or
reasonably believed to have asserted any lien, claim, interest or encumbrance on any of the
Assets; (g) the U.S. Attorney General; (h) United States Department of Health and Human
Services, Office of Inspector General; (i) New York State Office of Medicaid Inspector General;
(j) the Attorney General for each State that is a party to a settlement agreement with a Debtor;
and (k) all parties that have requested personal notice pursuant to Bankruptcy Rule 2002. In
light of the nature of the relief requested, the Debtors submit that no further notice is required.
8574903.6 34
WHEREFORE, the Debtors respectfully request (A) entry of the Bidding Procedures
Order, substantially in the form attached hereto, and (B) such other and further relief as the Court
deems just and proper.
Dated: March 2, 2012

Nashville, Tennessee
By: /s/ John C. Tishler_____________

John C. Tishler, BPR No. 13441
Katie G. Stenberg, BPR No. 22301
Robert P. Sweeter, BPR No. 28859
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union Street, Suite 2700
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Email: john.tishler@wallerlaw.com
katie.stenberg@wallerlaw.com
robert.sweeter@wallerlaw.com
Proposed Attorneys for the Debtors and

Debtors in Possession
8574903.6 35
BIDDING PROCEDURES
Set forth below are the bidding procedures (the “Bidding Procedures”) to be employed
with respect to the sale of substantially all of the assets (the “Assets”) of Church Street Health
Management, LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA
Services, Inc., and EEHC, Inc. (collectively, the “Sellers” or “Debtors”). The Assets being
acquired and the terms and conditions upon which the Sellers contemplate consummating a sale
are further described in the form of the Asset Sale Agreement (the “Stalking Horse Agreement”)
among the Sellers and CSHM LLC (the “Stalking Horse Bidder”). Copies of the form Stalking
Horse Agreement are available for free by (i) sending a written request to the Sellers’ claims and
noticing agent, GCG, Inc. (“GCG”), at 190 S. LaSalle Street, Suite 1520, Chicago, IL 60603, (ii)
calling GCG at (877) 906-0209, or (iii) emailing GCG at cshminfo@gcginc.com. The sale of the
Assets of the Sellers (the “Sale”) pursuant to the Stalking Horse Agreement is subject to
competitive bidding as set forth herein and approval by the United States Bankruptcy Court for
the Middle District of Tennessee (the “Bankruptcy Court”) pursuant to sections 105, 363, 365,
503 and 507 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 6004,
6006, 9007 and 9014 of the Federal Rules of Bankruptcy Procedure and Rules 6004-1 and 9014-
1 of the Local Rules of Court for the United States Bankruptcy Court for the Middle District of
Tennessee.
I. The Sale Hearing
At a hearing before the Bankruptcy Court (the “Sale Hearing”), the Seller will seek entry
of an order from the Bankruptcy Court approving and authorizing the Sale to the Successful
Bidder (as defined below) on terms and conditions consistent with the Stalking Horse Agreement
(as modified solely to the extent accepted by the Seller) and in accordance with these Bidding
Procedures.
II. Participation Requirements
Unless otherwise ordered by the Bankruptcy Court for cause shown, to participate in the
Bidding Process (as defined below), each person or entity other than the Stalking Horse Bidder
must deliver (unless previously delivered) to the Sellers, on or before the Bid Deadline (as
defined below), (i) an executed confidentiality agreement in form and substance satisfactory to
the Sellers (the “Confidentiality Agreement”) and (ii) a bona fide, non-binding letter of intent or
expression of interest with respect to a purchase of the Assets (together with the Confidentiality
Agreement, the “Participation Requirements”). Each person or entity that delivers the
Participation Requirements to the Sellers on or before the Bid Deadline is hereinafter referred to
as a “Potential Bidder.”
After a Potential Bidder delivers the Participation Requirements to the Sellers, the Sellers
shall deliver or make available (unless previously delivered or made available) to each Potential
Bidder certain designated information and financial data with respect to the Assets; provided,
however, that the Sellers may decline to make such information available to a Potential Bidder if
the Sellers believe that such Potential Bidder poses a competitive threat to the Sellers’
businesses. The Sellers shall use commercially reasonable efforts to promptly provide, or
identify and make available to the Stalking Horse Bidder, any information concerning Sellers,
8613062.5
Case 3:12-bk-01573 Doc 106-1 Filed 03/02/12 Entered 03/02/12 17:26:14 Desc
Exhibit A - Bidding Procedures Page 1 of 7
any of their subsidiaries, the Assets or the Sellers’ businesses provided to any Potential Bidder
which was not previously provided to the Stalking Horse Bidder.
III. Determination by the Sellers
The Sellers shall (a) coordinate the efforts of Potential Bidders in conducting their
respective due diligence, (b) evaluate bids from Potential Bidders, (c) negotiate any bid made to
acquire the Assets and (d) make such other determinations as are provided in these Bidding
Procedures (collectively, the “Bidding Process”). Neither the Sellers nor their representatives
shall be obligated to furnish any information of any kind whatsoever relating to the Assets to any
person who is not a Potential Bidder (other than the Stalking Horse Bidder).
IV. Due Diligence
Up to and including the date that is one day prior to the Auction, as defined herein (the
“Diligence Period”), the Sellers shall afford any Potential Bidder such due diligence access or
additional information as may be reasonably requested by the Potential Bidder that the Sellers, in
their business judgment, determine to be reasonable and appropriate. The Sellers may designate
a representative to coordinate all reasonable requests for additional information and due
diligence access from such Potential Bidders. Each Potential Bidder shall be required to
acknowledge that it has had an opportunity to conduct any and all due diligence regarding the
Assets prior to submitting its Bid.
V. Bid Deadline
A Potential Bidder that desires to make a bid shall deliver copies of its bid by facsimile
and/or email to (a) proposed counsel to the Sellers, Waller Lansden Dortch & Davis, LLP, 511
Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq. and Donald R.
Moody, Esq.; (b) proposed Chief Restructuring Officer of the Sellers, Martin McGahan, Alvarez
& Marsal Healthcare Industry Group, LLC, c/o 618 Church Street, Suite 520, Nashville, TN
37219; (c) proposed counsel for any official committee of unsecured creditors appointed in these
cases (the “Committee”); (d) proposed local counsel for the Committee, if any; and (e) proposed
financial advisor to the Committee, if any; by no later than [April 16], 2012 at 4:00 p.m. Central
Standard Time (the “Bid Deadline”).
8613062.5
2
VI. Bid Requirements
All bids (each hereinafter, a “Bid”), other than the Stalking Horse Agreement, must be
(a) in cash, (b) accompanied by a letter:
(i) Offering to acquire the Assets on terms substantially identical to the

Stalking Horse Agreement and providing for the releases contemplated
therein and expressly agreeing to assume, at a minimum, all of the
liabilities provided for in the Stalking Horse Agreement;
(ii) Accompanied by a duly executed agreement attached to the letter, marked

to show any proposed amendments and modifications to the Stalking
Horse Agreement and its schedules and exhibits (the “Marked
Agreement”);
(iii) Specifying Bid terms that are substantially the same or better (as
determined in the Sellers’ reasonable business judgment) than the terms of
the Stalking Horse Agreement;
(iv) Agreeing that the Potential Bidder’s offer, irrespective of whether such
Potential Bidder is the Successful Bidder or the Backstop Bidder, is
binding and irrevocable until the earlier of (i) the Closing Date (as defined
below), or (ii) twenty (20) days after the Sale Hearing;
(v) Providing that such Bid is not subject to any due diligence or financing
contingency;
(vi) Agreeing not to request or assert entitlement to any transaction or break-

up fee, expense reimbursement or similar type of payment; and
(vii) Agreeing to serve as the Backstop Bidder (as defined below) in

accordance with these Bidding Procedures; and
(c) accompanied by adequate assurance information (the “Adequate Assurance Information”),

including (i) information about the Potential Bidder’s financial condition, such as federal tax
returns for two years, a current financial statement, or bank account statements, (ii) information
demonstrating (in the Sellers’ reasonable business judgment) that the Potential Bidder has the
financial capacity to consummate the proposed Sale, (iii) evidence that the Potential Bidder has
obtained authorization or approval from its board of directors (or comparable governing body)
with respect to the submission of its Bid, (iv) the identity and exact name of the Potential Bidder
(including any equity holder or other financial backer if the Potential Bidder is an entity formed
for the purpose of consummating the Sale), and (v) such additional information regarding the
Potential Bidder as the Potential Bidder may elect to include. By submitting a Bid, Potential
Bidders agree that the Sellers may disseminate their Adequate Assurance Information to affected
landlords or contract counterparties in the event that the Sellers determine such bid to be (a) a
Qualified Bid (as defined below) and (b) a higher and better bid than the Stalking Horse
Agreement.
8613062.5
3
All Bids (other than the Stalking Horse Agreement) must be accompanied by (a) a
certified check or wire transfer, payable to the order of the Sellers, in an amount equal to 10% of
the Purchase Price (as defined in the Stalking Horse Agreement) in cash, which funds will be
deposited into an interest bearing escrow account to be identified and established by the Sellers
(a “Good Faith Deposit”) and (b) written evidence, documented to the Sellers’ reasonable
satisfaction, that demonstrates the Potential Bidder has available cash or a commitment for
financing and such other evidence of ability to consummate the transaction as the Sellers may
reasonably request, including proof that such funding commitments or other financing are not
subject to any internal approvals, syndication requirements, diligence or credit committee
approvals (provided, that such commitments may have covenants and conditions reasonably
acceptable to the Sellers).
The Sellers will review each Bid received from a Potential Bidder to ensure that it meets
the requirements set forth above. A Bid received from a Potential Bidder that meets the above
requirements will be considered a “Qualified Bid” and each Potential Bidder that submits a
Qualified Bid will be considered a “Qualified Bidder.” Anything herein to the contrary
notwithstanding, the Stalking Horse Agreement is a Qualified Bid and the Stalking Horse Bidder
is a Qualified Bidder, for all purposes and requirements pursuant to the Bidding Procedures.
Upon determination that a Bid received from a Potential Bidder constitutes a Qualified Bid, the
Sellers shall, within one (1) business day, provide the Stalking Horse Bidder with a copy of the
Qualified Bid.
A Qualified Bid will be valued by the Sellers based upon any and all factors that the
Sellers deem pertinent, including, among others, (a) the amount of the Qualified Bid, (b) the
risks and timing associated with consummating a transaction with the Potential Bidder, (c) any
excluded assets or executory contracts and leases, and (d) any other factors that the Sellers may
deem relevant to the Sale.
The Sellers, in their business judgment, reserve the right to reject any Bid if such Bid:
(a) Is on terms that are more burdensome or conditional than the terms of the
Stalking Horse Agreement;
(b) Requires any indemnification of the Potential Bidder in its Marked

Agreement;
(c) Is not received by the Bid Deadline;
(d) Is subject to any contingencies (including representations, warranties,

covenants and timing requirements) of any kind or any other conditions
precedent to such party’s obligation to acquire the Assets (other than as
may be included in the Stalking Horse Agreement); or
(e) Is not a Qualified Bid for any other reason as set forth above.
Any Bid rejected pursuant to this paragraph shall not be deemed to be a Qualified Bid. In the
event that any Bid is so rejected, the Sellers shall cause such Potential Bidder to be refunded its
Good Faith Deposit and all accumulated interest thereon within three (3) business days after the
8613062.5
4
Bid Deadline. Notwithstanding anything set forth in these Bidding Procedures, in no event shall
the Sellers determine that a Bid is a Qualified Bid unless each of the Bid requirements
enumerated herein is satisfied.
VII. Auction Participation
Unless otherwise ordered by the Bankruptcy Court for cause shown, only the Stalking
Horse Bidder and each Qualified Bidder are eligible to participate at the Auction (as defined
below). At least two (2) business days prior to the Auction, each Qualified Bidder must inform
the Sellers in writing whether it intends to participate in the Auction. The Sellers will promptly
thereafter inform (in writing) each Qualified Bidder, who has expressed its intent to participate in
the Auction, (a) of the identity of all other Qualified Bidders that may participate in the Auction
(and shall provide copies of the Qualified Bids to the Stalking Horse Bidder and any other
Qualified Bidder who requests a copy of the Qualified Bids); and (b) of the Qualified Bid which
the Sellers have deemed to be the highest and best Qualified Bid (the “Highest and Best Bid”).
If the Sellers do not receive any Qualified Bids other than the Stalking Horse Agreement: (a) the
Sellers will not hold an Auction; (b) the Stalking Horse Agreement will be the Successful Bid (as
defined below); and (c) the Stalking Horse Bidder will be named the Successful Bidder.
VIII. Auction
If at least one Qualified Bid other than the Stalking Horse Agreement is received by the
Bid Deadline, the Sellers will conduct an auction (the “Auction”). The Auction shall take place
on April 20, 2012 at 9:00 a.m. Central Standard Time, at the offices of proposed counsel to the
Sellers, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
Tennessee 37219, or such later time or such other place as the Sellers shall designate and notify
to all Qualified Bidders who have submitted Qualified Bids. Only a Stalking Horse Bidder and
each other Qualified Bidder who has submitted a Qualified Bid will be eligible to participate at
the Auction. Professionals for (a) the Committee (if any), (b) the Stalking Horse Bidder, (c) each
other Qualified Bidder, and (d) the agent for the Sellers’ prepetition secured lenders, along with
any other parties the Sellers deem appropriate, shall be able to attend and observe the Auction.
Each Qualified Bidder participating in the Auction will be required to confirm, in writing,
that (a) it has not engaged in any collusion with respect to the Bidding Process, and (b) its
Qualified Bid is a good faith bona fide offer that it intends to consummate if selected as the
Successful Bidder.
At the Auction, participants will be permitted to increase their Qualified Bids. Bidding at
the Auction will commence with the Highest and Best Bid and will continue in increments of at
least $500,000 (the “Overbid Amount”, and each successive bid an “Overbid”), provided,
however, that the initial Overbid (the “Initial Overbid”) must be at least equal to the Stalking
Horse Agreement plus (i) $1,000,000, (ii) the Break-Up Fee and (iii) the Expense
by the Stalking Horse Bidder, may be in an amount at least equal to the Overbid Amount. An
Overbid shall remain open and binding on the Qualified Bidder until and unless (a) the Sellers
accept an alternate Overbid as the Highest and Best Bid, and (b) such Overbid is not selected as
8613062.5
5
the Backstop Bid (as defined below). During the course of the Auction, the Sellers shall, after
submission of each Overbid, promptly inform each participant which Overbid reflects, in the
For the avoidance of doubt, the DIP Lender, the DIP Agent, the Prepetition Lenders, the
Prepetition Agent, and/or any authorized designee of the DIP Agent and/or Prepetition Agent
may submit credit bids on behalf of the Stalking Horse Bidder to the fullest extent permitted by
section 363(k) of the Bankruptcy Code. Any and all Overbids made by the Stalking Horse
Bidder including, if applicable, the Initial Overbid, may be in the form of a credit bid.
For the avoidance of doubt, any and all Bids, Initial Overbids and Overbids, other than
those submitted by or on behalf of the Stalking Horse Bidder, shall be in cash.
The Sellers may announce at the Auction additional procedural rules (e.g., the amount of
time to make subsequent Overbids) for conducting the Auction so long as the rules are not
inconsistent with these Bidding Procedures. The bidding at the Auction shall be transcribed or
videotaped and the Sellers shall maintain a transcript of all Bids made and announced at the
Auction, including all Overbids and the Successful Bid.
Immediately prior to the conclusion of the Auction, the Sellers will: (a) review each
Qualified Bid made at the Auction on the basis of financial and contractual terms and such
factors relevant to the Sale, including those factors affecting the speed and certainty of
consummating the Sale; (b) identify the highest and best Bid for the Assets of the Seller at the
Auction (the “Successful Bid”); and (c) notify all Qualified Bidders at the Auction, prior to its
conclusion, of the name or names of the maker of the Successful Bid (the “Successful Bidder”),
and the amount and other material terms of the Successful Bid. The Sellers shall not consider
any Bids or Overbids submitted after the conclusion of the Auction and any and all such Bids
and Overbids shall be deemed untimely and shall under no circumstances constitute a Qualified
Bid.
All bidders at the Auction will be deemed to have consented to the core jurisdiction of the
Bankruptcy Court and waived any right to jury trial in connection with any disputes relating to
the Auction, the Sale and the construction and enforcement of the Stalking Horse Agreement.
IX. Acceptance of Qualified Bids
The Sellers may (a) determine, in their reasonable business judgment which Qualified
Bid is the Successful Bid and the next best Qualified Bid (the “Backstop Bid”); and (b) reject at
any time, before entry of an order of the Bankruptcy Court approving the Sale, any Bid (other
than the Stalking Horse Agreement) that, in the Sellers’ reasonable judgment is (i) inadequate or
insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code, the Bidding
Procedures or the terms and conditions of the Sale or (iii) contrary to the best interests of the
Sellers and their estates.
The Sellers presently intend to convey the Assets to the Qualified Bidder that submits the
Successful Bid, whether such entity is the Stalking Horse Bidder or another Qualified Bidder.
The Sellers’ presentation to the Bankruptcy Court for approval of the selected Qualified Bid as
the Successful Bid does not constitute the Sellers’ acceptance of such Bid. The Sellers will have
8613062.5
6
accepted a Successful Bid only when such Successful Bid has been approved by the Bankruptcy
Court at the Sale Hearing. The Sellers and the Successful Bidder will close the Sale on or before
a date that is three (3) business days after the order approving the Sale becomes a final, non-
appealable order, unless another time or date, or both, are agreed to in writing by the Sellers and
the Stalking Horse Bidder (the “Closing Date”). If the Successful Bidder does not close the Sale
by the Closing Date, then the Sellers will be authorized, but not required, to close with the party
that submitted the Backstop Bid (the “Backstop Bidder”), without a further court order, and such
Backstop Bidder shall thereafter be deemed to be the Successful Bidder. In no event shall the
Closing Date occur later than May 11, 2012. Notwithstanding anything set forth herein, under
no circumstances shall the Stalking Horse Bidder be selected as the Backstop Bidder without its
express written consent.
X. No Fees for Potential Bidders or Qualified

Bidders, Other Than the Stalking Horse Bidder
Potential Bidders or Qualified Bidders, other than the Stalking Horse Bidder, shall not be
allowed any breakup, termination or similar fee or any expense reimbursement. Moreover, all
Potential Bidders and Qualified Bidders, other than the Stalking Horse Bidder, waive any right to
seek a claim for substantial contribution.
XI. Return of Good Faith Deposit
The Good Faith Deposits of all Potential Bidders shall be held in escrow by the Sellers,
but shall not become property of the Sellers’ estates absent further order of the Bankruptcy
Court. The Good Faith Deposits of all Potential Bidders (other than the Stalking Horse Bidder,
which shall not be required to submit a Good Faith Deposit) shall be retained by the Sellers,
notwithstanding Bankruptcy Court approval of a Sale, until three (3) business days after the
earlier of (a) the Closing Date, or (b) twenty (20) days following the Sale Hearing. The Sellers
shall retain indefinitely any Good Faith Deposit submitted by the Successful Bidder. At the
closing of the Sale contemplated by the Successful Bid, the Successful Bidder, other than the
Stalking Horse Bidder, will be entitled to a credit for the amount of its Good Faith Deposit to the
extent a Good Faith Deposit was provided. Upon the return of the Good Faith Deposits, their
respective owners shall receive any and all interest that will have accrued thereon.
8613062.5
7
EXHIBIT B
Form of Sale Notice
8613063.6
Exhibit B - Sale Notice Page 1 of 14
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
NOTICE OF (I) SALE AND SOLICITATION OF BIDS TO ACQUIRE CERTAIN OF

THE DEBTORS’ ASSETS; (II) TERMS AND CONDITIONS OF BIDDING
PROCEDURES AND; (III) ASSUMPTION AND ASSIGNMENT OF
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Church Street Health Management, LLC, Small Smiles Holding
Company, LLC, FORBA NY, LLC, FORBA Services, Inc., and EEHC, Inc. (collectively, the
“Sellers”) have entered into an Asset Sale Agreement, dated as of March 2, 2012, (the “Stalking
Horse Agreement”), by and among the Sellers and CSHM LLC (the “Stalking Horse Bidder”) to
sell (the “Sale”) substantially all of the Sellers’ assets (the “Assets”), including
(i) accounts receivable; (ii) intellectual property (including, patents, copyrights, trademarks and
proprietary information); (iii) certain executory contracts (including executory agreements and
licenses) and leased real property interests (collectively, the “Assigned Contracts”) that are to be
assumed by the Sellers and assigned to the Stalking Horse Bidder; (iv) documents, permits,
licenses, and all books and records of the Sellers in whatever form and wherever located; and
(v) all rights, claims and causes of action against third parties pertaining to the Assets, including
1
The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter 11 case
number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles Holding
Company, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-01575), FORBA Services, Inc.
(6506; Case No. 12-01577), EEHC, Inc. (4973; Case No. 12-01576).
8613063.6
any and all claims and causes of action arising under, or available pursuant to, the Bankruptcy
Code2 and all assets of the Sellers used or necessary to provide services in connection therewith.
The purchase price (the “Purchase Price”) for the Assets shall be the aggregate amount of (i) the
Credit Bid Amount and (ii) the aggregate amount of the Assumed Liabilities (as set forth in the
Stalking Horse Agreement). The Sellers are inviting bids on the Assets. The Bankruptcy Court
has entered an order (the “Bidding Procedures Order”)3 approving auction and sale procedures
(the “Bidding Procedures”, a copy of which is attached hereto as Exhibit 1) for the Assets.
2. The Debtors propose to: (i) sell the Assets free and clear of all liens,
claims or encumbrances thereon (except for Permitted Encumbrances, as defined in the Stalking
Horse Agreement), including, without limitation, claims otherwise arising under the doctrine of
successor liability; and (ii) assume and assign the Assigned Contracts as described in the
Stalking Horse Agreement. You may obtain a copy of the Stalking Horse Agreement for free by
(i) sending a written request to the Sellers’ claims and noticing agent, GCG, Inc. (“GCG”), at
CHU Case Administration, c/o GCG, P.O. Box 9871, Dublin, Ohio 43017-5771, (ii) calling
GCG at (877) 906-0209, or (iii) emailing cshminfo@gcginc.com.
3. On or before the date that is no later than two (2) business days prior to the
Bid Deadline (as defined in the Bidding Procedures), the Sellers will file a schedule of cure
obligations (the “Schedule of Contracts”) for all potential Assigned Contracts. The Schedule of
Contracts will include a description of each of the Sellers’ contracts and leases potentially to be
assumed and assigned under the Stalking Horse Agreement and the amount, if any, the Sellers
believe is necessary to cure such agreements pursuant to section 365 of the Bankruptcy Code
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bidding
Procedures (as defined below).
3
A copy of the Bidding Procedures Order can be obtained for free by calling GCG, at (877) 906-0209 or by
emailing cshminfo@gcginc.com.
8613063.6
-2-
(the “Cure Costs”). A copy of the Schedule of Contracts, together with the Assumption and
Assignment Notice, will be served on each of the non-Debtor parties listed on the Schedule of
Contracts by first-class mail, postage prepaid, on or before April 12, 2012.
4. The Bankruptcy Court has scheduled an auction of the Assets (the
“Auction”) for April 20, 2012 at 9:00 a.m. Central Standard Time at the offices of counsel for
the Sellers, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
Tennessee 37219, or at such other location as the Debtors may hereafter designate (with notice of
such alternate location given to all Qualified Bidders and the Notice Parties (as defined below).
All interested parties are invited to submit a Qualifying Bid to acquire the Assets.
5. A hearing to approve the sale of the Assets to the Stalking Horse Bidder,
or a Successful Bidder other than the Stalking Horse Bidder (the “Sale Hearing”), is scheduled to
be conducted on [April 26], 2012 at __:__ _.m. Central Standard Time, in the United States
Bankruptcy Court for the Middle District of Tennessee, Nashville, Tennessee, or as soon
thereafter as counsel may be heard.
6. Any party seeking to (i) object to the validity of the Cure Costs as
determined by the Sellers in respect of an Assigned Contract or otherwise assert that any other
amounts, defaults, conditions or pecuniary losses must be cured or satisfied under any of the
Assigned Contracts in order for such executory contract or lease to be assumed and assigned or
(ii) object to the assumption and assignment of any Assigned Contracts on any other basis
(including, but not limited to, objections to adequate assurance of future performance by the
Successful Bidder), must file with the Bankruptcy Court (contemporaneously with a proof of
service), in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and
any order of this Court, an objection (an “Assumption and Assignment Objection”) that must: (a)
8613063.6
-3-
state with particularity the legal and factual basis for the objection and if practicable, a proposed
modification to the terms of the Sale that would resolve such objection, and (b) if applicable,
include any and all documentation relied upon by the objector in support of its determination of
Cure Costs, setting forth the cure amount the objector asserts to be due, and the specific types
and dates of the alleged defaults, pecuniary losses and conditions to assignment and the support
therefor, so that such objection is filed no later than 4:00 p.m. Central Standard Time on April
23, 2012 (the “Assumption and Assignment Objection Deadline”), and such objection shall also
be served so the same is actually received on or before the Assumption and Assignment
Objection Deadline by (i) the U.S. Trustee, (ii) the Debtors’ fifty (50) largest unsecured creditors
on a consolidated basis or, if a Committee has been appointed, counsel to the Committee, (iii)
counsel to the Debtors, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700,
Nashville, TN 37219, Attn: John C. Tishler, Esq., (iv) co-counsel to the Agent (as defined in the
Stalking Horse Agreement), Shearman & Sterling, 599 Lexington Avenue, New York, NY
10022, Attn: Steven E. Sherman, Esq., and Bass, Berry & Sims PLC, 150 Third Avenue South,
Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and (v) co-counsel to the
Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY
10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq., and Burr & Forman LLP, 700 Two
American Center, 3102 West End Avenue, Nashville, TN 37203, Attn: David W. Houston IV,
Esq. (collectively, (i) through (v), the “Notice Parties”).
7. Objections to approval of the Sale, including the sale of the Assets free
and clear of liens, claims, interests and encumbrances (other than Permitted Encumbrances, as
defined in the Stalking Horse Agreement), must be in writing, state the basis of such objection
8613063.6
-4-
with specificity and be filed with this Court and served so as to be received by the Notice Parties
on or before 4:00 p.m. Central Standard Time on April 23, 2012.
8. The Sale Hearing (at which the Court will consider approval of the
proposed Sale) may be adjourned, from time to time, without further notice to creditors or parties
in interest other than by announcement of the adjournment in open court or on the Court’s
calendar.
Dated: Nashville, Tennessee Respectfully submitted,

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Proposed Counsel to the Debtors

and Debtors-in-Possession
8613063.6
-5-
EXHIBIT C
Form of Sale Summary
8613063.6
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
1
et al. ) Case No. 12-01573
)
------------------------------------------------------------------------
SUMMARY OF SALE PROCESS AND

EFFECT ON HOLDERS OF CLAIMS AGAINST THE DEBTORS
You are receiving this Summary of Sale Process from Church Street Health Management,
LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA Services, Inc., and
EEHC, Inc. (collectively, the “Sellers”) because you supply goods and services to the Sellers, or
because the Sellers believe that you may assert a claim against them based on treatment you or a
family member may have received at one of the dental centers that has a management services
agreement with one of the Sellers.
The Sellers intend to sell (the “Sale”) substantially all of their assets (the “Assets”) to a
buyer. Currently, that buyer is proposed to be CSHM LLC (the “Proposed Buyer”). The
Proposed Buyer is a company that is separately owned by some of the lenders to the Sellers.
The Sellers believe that the lenders to the Sellers have mortgages and liens against the
Assets that entitle them to receive the first approximately $150 million of proceeds from the
Sale. The Sellers, however, do not believe that the Sale is likely to generate more than $150
million in cash. If the Sale generates less than $150 million, the Sellers will be obligated to turn
over all proceeds from the Sale to the lenders and will have few, if any, other assets of value that
can be applied to claims you may have against them.
If you are a vendor or otherwise provide or have provided goods or services to the Sellers
pursuant to a written agreement, the Proposed Buyer may be assuming the obligation to pay
some or all of what the Sellers owe you. If you have any questions regarding whether the Sellers
will continue with your contract and pay you what is owed, please contact Maria Arnaoudona at
(615) 724-4936.
If you believe you have a claim against the Sellers relating to treatment you or a family
member received at a dental center that has a management services agreement with one of the
1
8613063.6
Sellers, you may still be able to assert a claim and receive money under certain insurance
policies held by the Sellers or otherwise. The insurance companies dispute that your claims are
covered. Your receipt of this notice does not mean that you have a claim or that your claim is
covered under the insurance policies. You should consult with an attorney to determine whether
you have such a claim.
[[Subject to Appointment of a Committee]: A committee of creditors has been appointed

to investigate and possibly object to the sale on behalf of all creditors who have no mortgages
and liens against the Sellers. If you would like to obtain additional information from this
committee, you may do so by contacting _______________ at _________________.]
An auction for the Sale of the Assets is scheduled to occur on Friday, April 20, 2012 at
9:00 a.m. Central time. If you wish to object to the Sale, you must do so no later than April 23,
2012 at 4:00 p.m. Central time. You should consult with an attorney about what rights you have
to make an objection and how to make an objection if appropriate. If you fail to object by 4:00
p.m. Central time on April 23, 2012, you will not be allowed to object to the Sale in the future.
You are also receiving this notice to make sure you understand that after the Sale you will
not be able to assert a claim of any kind against the Proposed Buyer or any other buyer of the
Assets.
If you would like to obtain additional information about the Sale or its process, please
call the Sellers’ claims and noticing agent, GCG, Inc., at (877) 906-0209 or send an email to
cshminfo@gcginc.com and request copies of the court filings and other documents related to the
Sale referenced in the Notice of Sale provided to you along with this summary.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Counsel to the Debtors and Debtors-in-Possession
8613063.6
EXHIBIT D
Form of Assumption and Assignment Notice
8613063.6
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
NOTICE OF (I) DEBTORS’ INTENT TO ASSUME AND ASSIGN

CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES
RELATED TO THEIR BUSINESSES AND (II) CURE COSTS
PLEASE TAKE NOTICE that, Church Street Health Management, LLC, Small
Smiles Holding Company, LLC, FORBA NY, LLC, FORBA Services, Inc., and EEHC, Inc.
(collectively, the “Sellers”) have requested that the United States Bankruptcy Court for the
Middle District of Tennessee (the “Bankruptcy Court”), approve an order (the “Bidding
Procedures Order”) authorizing the Debtors to conduct an auction to sell (the “Sale”)
substantially all of the Sellers’ assets (the “Assets”) to the highest and best qualified bidder (the
“Successful Bidder”). A hearing (the “Sale Hearing”) will be scheduled by the Bankruptcy
Court to consider (i) the sale of the Assets to the Successful Bidder free and clear of liens, claims
and encumbrances (except for certain assumed liabilities and permitted encumbrances as more
particularly detailed in the Asset Sale Agreement (the “Stalking Horse Agreement”) between the
Sellers and CSHM LLC (the “Stalking Horse Bidder”), and, (ii) the assumption and assignment
of certain of the Sellers’ executory contracts and unexpired leases in connection with the Sale.
At the Sale Hearing, the Sellers will ask that the Bankruptcy Court enter an order (the “Sale
Order”) approving the Sale.
PLEASE TAKE FURTHER NOTICE that, pursuant to the proposed Sale

Order, the Sellers may assume and assign to the Successful Bidder those executory contracts and
unexpired leases listed on Schedule A attached hereto (collectively, the “Assigned Contracts”),
pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”). For the
purposes of this paragraph, the “Successful Bidder” shall be read to potentially include Potential
Bidders (as defined in the Bidding Procedures).
PLEASE TAKE FURTHER NOTICE that the Sellers have indicated on

Schedule A attached hereto (the “Schedule of Contracts”) the cure amounts that the Sellers
believe must be paid to cure all prepetition defaults under the Assigned Contracts as of [February
20], 2012 (in each instance, the “Cure Costs”).
1
8613063.6
PLEASE TAKE FURTHER NOTICE that any party seeking to (i) object to the
validity of the Cure Costs as determined by the Sellers in respect of an Assigned Contract or
otherwise assert that any other amounts, defaults, conditions or pecuniary losses must be cured or
satisfied under any of the Assigned Contracts in order for such executory contract or lease to be
assumed and assigned or (ii) object to the assumption and assignment of any Assigned Contracts
on any other basis (including, but not limited to, objections to adequate assurance of future
performance by the Successful Bidder), must file with the Bankruptcy Court (contemporaneously
with a proof of service), in accordance with the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules, and any order of this Court, an objection (an “Assumption and Assignment
Objection”) that must: (a) state with particularity the legal and factual basis for the objection and
if practicable, a proposed modification to the terms of the Sale that would resolve such objection,
and (b) if applicable, include any and all documentation relied upon by the objector in support of
its determination of Cure Costs, setting forth the cure amount the objector asserts to be due, and
the specific types and dates of the alleged defaults, pecuniary losses and conditions to
assignment and the support therefor, so that such objection is filed no later than 4:00 p.m.
Central Standard Time on April 23, 2012 (the “Assumption and Assignment Objection
Deadline”), and such objection shall also be served so the same is actually received on or before
the Assumption and Assignment Objection Deadline by (i) the U.S. Trustee, (ii) the Debtors’
fifty (50) largest unsecured creditors on a consolidated basis or, if a Committee has been
appointed, counsel to the Committee, (iii) counsel to the Debtors, Waller Lansden Dortch &
Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq.,
(iv) co-counsel to the Agent (as defined in the Stalking Horse Agreement), Shearman & Sterling,
599 Lexington Avenue, New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry
& Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G.
Jennings, Esq., and (v) co-counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP,
200 Park Avenue, New York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq.,
and Burr & Forman LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN
37203, Attn: David W. Houston IV, Esq. (collectively, (i) through (v), the “Notice Parties”);
provided, however, that in the event the Auction results in a Successful Bidder other than the
Stalking Horse Bidder (as defined in the Bidding Procedures Order), the Debtors shall file a
notice identifying such Successful Bidder with the Court and serve such notice upon each party
identified in the Schedule of Contracts, and the deadline for objecting to the assignment of the
Assigned Contract to such Successful Bidder on the basis of adequate assurance of future
performance shall be the commencement of the Sale Hearing.
PLEASE TAKE FURTHER NOTICE that unless an Assumption and

Assignment Objection is filed and served before the Assumption and Assignment Objection
Deadline, all parties shall (i) be forever barred from objecting to the Cure Costs and from
asserting any additional cure or other amounts with respect to the Assigned Contracts, and the
Sellers and the Successful Bidder shall be entitled to rely solely upon the Cure Costs; (ii) be
deemed to have consented to the assumption and assignment of the Assigned Contracts, and
(iii) be forever barred and estopped from asserting or claiming against the Sellers or the
Successful Bidder that any additional amounts are due or other defaults exist, that conditions to
assignment must be satisfied under such Assigned Contracts or that there is any objection or
defense to the assumption and assignment of such Assigned Contracts.
8613063.6
-2-
PLEASE TAKE FURTHER NOTICE that hearing with respect to the
Assumption and Assignment Objections may be held at the Sale Hearing or such other date as
the Bankruptcy Court may designate that is mutually acceptable to the Sellers, the Successful
Bidder and the objecting Assigned Contract counterparty. Where a non-Debtor counterparty to
an Assigned Contract files an objection asserting a cure amount higher than the proposed Cure
Costs (the “Disputed Cure Costs”), then (i) to the extent that the parties are able to consensually
resolve the Disputed Cure Costs prior to the Sale Hearing, the Sellers shall promptly provide the
Successful Bidder notice and opportunity to object to such proposed resolution or (ii) to the
extent the parties are unable to consensually resolve the dispute prior to the Sale Hearing, then
the amount to be paid under section 365 of the Bankruptcy Code with respect to such Disputed
Cure Costs will be determined at the Sale Hearing or at such other date and time as may be fixed
by this Court.
PLEASE TAKE FURTHER NOTICE that if you agree with the Cure Costs
indicated on Schedule A and otherwise do not object to the Sellers’ assignment and assumption
of your executory contract or unexpired lease, you need not take any further action.
PLEASE TAKE FURTHER NOTICE that the Sellers’ decision to assume and
assign the Assigned Contracts is subject to Bankruptcy Court approval and the consummation of
the Sale of the Assets. Accordingly, the Sellers shall be deemed to have assumed and assigned
each of the Assigned Contracts as of the date of, and effective only upon, the closing of the Sale
of the Assets, and absent such closing, each of the Assigned Contracts shall neither be deemed
assumed nor assigned and shall in all respects be subject to further administration under the
Bankruptcy Code. Inclusion of any document on the list of Assigned Contracts shall not
constitute or be deemed to be a determination or admission by the Sellers or the Successful
Bidder that such document is, in fact, an executory contract or unexpired lease within the
meaning of the Bankruptcy Code, all rights with respect thereto being expressly reserved. For
the purposes of this paragraph, “Successful Bidder” shall be read to potentially include Potential
Bidders.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804

8613063.6
-3-
SCHEDULE A
List of Executory Contracts and Unexpired Leases

Potentially to Be Assumed and Assigned at Closing
8613063.6
EXHIBIT C
Exhibit C - Sale Summary Page 1 of 3
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
1
et al. ) Case No. 12-01573
)
------------------------------------------------------------------------

because the Sellers believe that you may assert a claim against them based on treatment you or a
(615) 724-4936.
1
Sellers, you may still be able to assert a claim and receive money under certain insurance
policies held by the Sellers or otherwise. The insurance companies dispute that your claims are
covered. Your receipt of this notice does not mean that you have a claim or that your claim is
covered under the insurance policies. You should consult with an attorney to determine whether
you have such a claim.
[[Subject to Appointment of a Committee]: A committee of creditors has been appointed

to investigate and possibly object to the sale on behalf of all creditors who have no mortgages
and liens against the Sellers. If you would like to obtain additional information from this
committee, you may do so by contacting _______________ at _________________.]
not be able to assert a claim of any kind against the Proposed Buyer or any other buyer of the
Assets.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
EXHIBIT D
8613063.4
Exhibit D - Cure Costs Page 1 of 5
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------



believe must be paid to cure all prepetition defaults under the Assigned Contracts as of [February
20], 2012 (in each instance, the “Cure Costs”).
1
8613063.4
the Assumption and Assignment Objection Deadline by (i) the U.S. Trustee, (ii) the Debtors’
fifty (50) largest unsecured creditors on a consolidated basis or, if a Committee has been
appointed, counsel to the Committee, (iii) counsel to the Debtors, Waller Lansden Dortch &
Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq.,
(iv) co-counsel to the Agent (as defined in the Stalking Horse Agreement), Shearman & Sterling,
599 Lexington Avenue, New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry
& Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G.
Jennings, Esq., and (v) co-counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP,
200 Park Avenue, New York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq.,
and Burr & Forman LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN
37203, Attn: David W. Houston IV, Esq. (collectively, (i) through (v), the “Notice Parties”);
provided, however, that in the event the Auction results in a Successful Bidder other than the
Stalking Horse Bidder (as defined in the Bidding Procedures Order), the Debtors shall file a
notice identifying such Successful Bidder with the Court and serve such notice upon each party

8613063.4
-2-
by this Court.
Bidders.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804

8613063.4
-3-
SCHEDULE A

8613063.4
NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
ORDER (A) AUTHORIZING AND SCHEDULING

AN AUCTION, (B) AUTHORIZING AND APPROVING
(i) BIDDING PROCEDURES, (ii) NOTICE OF THE AUCTION,
(iii) BREAK-UP FEE AND EXPENSE REIMBURSEMENT,
(iv) THE FORM AND MANNER OF SALE NOTICE,
(v) THE FORM AND MANNER OF SALE SUMMARY AND
(vi) THE FORM AND MANNER OF ASSUMPTION AND
ASSIGNMENT NOTICE, (C) SCHEDULING A SALE HEARING
AND (D) GRANTING RELATED RELIEF
Upon the motion (the “Sale Motion”),2 dated March 2, 2012, of Church Street
Health Management, LLC and its affiliated debtors, as debtors in possession (collectively, the
“Debtors” or the “Sellers”), pursuant to sections 105, 363, 365, and 503 of title 11 of the United
States Code (the “Bankruptcy Code”), Rules 2002, 6004, 6006, 7004 and 9014 of the Federal
Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 6004-1 and
9014-1 of the Local Rules of Court for the United States Bankruptcy Court for the Middle
District of Tennessee (the “Local Rules”) for entry of an order (i) authorizing and scheduling an
auction (the “Auction”) for the sale by the Sellers of substantially all of the Debtors’ assets (the
“Assets”) as more fully described in the Stalking Horse Agreement (defined below) and
1
2
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Sale Motion.
8613061.8
Exhibit E - Proposed Order Page 1 of 14
approving bidding procedures (the “Bidding Procedures”) in connection therewith; (ii)
authorizing and approving notice of the Auction; (iii) authorizing and approving a break-up fee
and expense reimbursement in connection with the sale (the “Sale”) of the Assets in accordance
with that certain Asset Sale Agreement, dated March 2, 2012, by and among the Sellers and the
Stalking Horse Bidder, a copy of which is annexed to the Sale Motion as Exhibit F (the “Stalking
Horse Agreement”); (iv) authorizing the form and manner of the notice of sale of the Assets and
scheduling a hearing in relation therewith; and (v) authorizing and approving the form and
manner of the notice for assumption and assignment (the “Assumption and Assignment Notice”)
of certain prepetition executory contracts and unexpired leases (the “Assigned Contracts”) and
proposed cure costs associated with such assumption (the “Cure Costs”) in connection with the
Sale, and (vi) scheduling a hearing to approve a Sale (the “Sale Hearing”), all as is more fully set
forth in the Sale Motion; and the Court having jurisdiction to consider the Sale Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the
Sale Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C.
§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and
due and proper notice of the Sale Motion having been provided and it appearing that no other or
further notice need be provided; and the Court having determined that the relief sought in the
Sale Motion is in the best interests of the Debtors, their creditors and all parties in interest; and
the Court having determined that the legal and factual bases set forth in the Sale Motion establish
just cause for the relief granted herein; and upon all of the proceedings had before the Court and
after due deliberation and sufficient cause appearing therefor;
IT IS HEREBY FOUND, DETERMINED, AND CONCLUDED THAT:
8613061.8
2
A. The findings and conclusions set forth herein constitute the Court’s findings of
fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this
proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of
fact constitute conclusions of law, they are adopted as such. To the extent any of the following
conclusions of law constitute findings of fact, they are adopted as such.
B. This Court has jurisdiction over the Sale Motion and the relief requested therein
pursuant to 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding pursuant to 28
U.S.C. § 157(b)(2)(A), (N) and (O). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
C. Good and sufficient notice of the Bidding Procedures and the other related relief
sought in the Sale Motion has been given to all interested persons and entities, including, without
limitation, (i) the United States Trustee for the Middle District of Tennessee (the “U.S. Trustee”),
(ii) the attorneys for the agent for the Debtors’ prepetition secured lenders, (iii) the Debtors’ fifty
(50) largest unsecured creditors on a consolidated basis or, if an official committee of unsecured
creditors (the “Committee”) has been appointed, counsel to the Committee, (iv) all entities
known to have asserted any lien, claim, interest or encumbrance in or on the Assets, and (v) all
other parties entitled to notice pursuant to the submitted proposed order establishing notice
procedures in these chapter 11 cases [Docket No. 72].
D. The Sellers have articulated good and sufficient reasons for, and the best interests
of the Sellers will be served by, this Court granting the preliminary relief requested in the Sale
Motion, including approval of (i) the Bidding Procedures, substantially in the form annexed
hereto as Exhibit A; (ii) the Sale Notice, substantially in the form annexed hereto as Exhibit B;
(iii) the Sale Summary (as defined below), substantially in the form annexed hereto as Exhibit C;
(iv) the Assumption and Assignment Notice, substantially in the form annexed hereto as Exhibit
8613061.8
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D; (v) the Break-Up Fee (defined below) and the Expense Reimbursement (defined below); and
(vi) the Seller’s execution of the Stalking Horse Agreement.
E. The proposed notice of the Sale of the Assets and the Bidding Procedures, as set
forth in the Sale Motion, is good, appropriate, adequate and sufficient, and is reasonably
calculated to provide all interested parties with timely and proper notice of the Sale and the
Bidding Procedures, and no other or further notice is required for the Sale of the Assets to the
Stalking Horse Bidder (or the Successful Bidder, as applicable), and the assumption and
assignment of the Assigned Contracts as contemplated in the Bidding Procedures, as set forth
herein and in the Sale Motion.
F. The Sellers have articulated good and sufficient reasons for, and the best interests
of the Sellers’ estates will be served by, this Court (i) authorizing the Sellers’ execution of the
Stalking Horse Agreement following the Petition Date but prior to the Auction, and (ii)
scheduling an Auction and a hearing to consider the approval of the Sale and the transfer of the
Assets to the Stalking Horse Bidder (or the Successful Bidder, as applicable), free and clear of all
liens, claims, interests and encumbrances (other than Permitted Encumbrances, as defined in the
successor liability, pursuant to section 363 of the Bankruptcy Code.
G. The Break-Up Fee and the Expense Reimbursement (each as defined below) are
actual and necessary costs and expenses of preserving the Debtors’ estates within the meaning of
section 503(b) of the Bankruptcy Code, commensurate to the real and substantial benefit
conferred upon the Debtors’ estates by the Stalking Horse Bidder, and necessary to induce the
Stalking Horse Bidder to continue to pursue the transactions contemplated by the Stalking Horse
Agreement.
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NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
THAT:
1. The Sale Motion is GRANTED to the extent set forth herein and with respect to
the relief requested in relation to the Bidding Procedures and other related relief in respect of the
Sale.
2. All objections to the relief requested in the Sale Motion that have not been
withdrawn, waived, or settled as announced to this Court at the hearing on the Sale Motion or by
stipulation filed with this Court, are overruled.
3. The Debtors shall take any and all actions necessary or appropriate to implement
this Order in connection with the Sale, and the Debtors and their advisors may engage in the
marketing of the Assets (including the entry into confidentiality agreements with potential
purchasers) in accordance with the Bidding Procedures.
4. The Bidding Procedures, substantially in the form annexed hereto as Exhibit A,
are hereby approved, are incorporated herein by reference, and shall govern all Bids and Bid
proceedings relating to the Assets. The Sellers are authorized to take any and all actions
necessary or appropriate to implement the Bidding Procedures and conduct the Auction in
accordance with the terms thereof.
5. The deadline for submitting a Qualifying Bid (as such term is defined in the
Bidding Procedures) shall be April 16, 2012 at 4:00 p.m. Central Standard Time (the “Bid
Deadline”).
6. To the extent at least one Qualified Bid, other than the Stalking Horse Bidder’s
bid, is timely received, the Sellers shall conduct the Auction on April 20, 2012 at 9:00 a.m.
Central Standard Time at the offices of Waller Lansden Dortch & Davis, LLP, 511 Union
8613061.8
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Street, Suite 2700, Nashville, Tennessee 37219, or at any such other location as the Debtors may
hereafter designate (with notice of such alternate location given to all Qualified Bidders and the
Notice Parties (defined below)). Only the Stalking Horse Bidder and any other Qualified Bidder
will be permitted to participate in the Auction. The Auction will be transcribed or videotaped.
7. Prior to the Auction the Sellers will be authorized to execute the Stalking Horse
Agreement.
8. At the Auction, when only one Qualified Bidder remains and the Sellers have
selected that Qualified Bidder’s Bid as the Highest and Best Bid (as described in the Bidding
Procedures), the Auction will conclude. As soon as reasonably practicable following the
conclusion of the Auction (but no later than one (1) business day after the conclusion of the
Auction), the Sellers shall file a notice identifying the Successful Bidder and the Backstop
Bidder, if any, and will serve such notice on the counterparties to the Assigned Contracts via
facsimile or email (if available), or otherwise via overnight mail delivery (but only if facsimile or
email are not available).
9. All bidders submitting a Qualified Bid are deemed to have submitted to the
exclusive jurisdiction of this Court with respect to all matters related to the Auction and the
terms and conditions of the transfer of the Assets.
10. Consistent with the requirements of the Bidding Procedures, each Bid by a Bidder
other than the Stalking Horse Bidder must be accompanied by, among other things, a Good Faith
Deposit in an amount equal to 10% of the Purchase Price (as defined in the Stalking Horse
Agreement) in cash, which shall only be refunded to such Bidder upon the entry of an order
which becomes final and nonappealable approving a transaction between the Debtors and
8613061.8
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another buyer (other than such Bidder) (unless such finality and nonappealability shall have been
waived by the Debtors and the buyer).
11. The Good Faith Deposit of any Bidder shall become nonrefundable if and when
the Court enters an order which has become final and nonappealable approving the higher or
better Bid of such Bidder (unless such finality and nonappealability shall have been waived by
the Debtors and such Bidder).
12. By March 16, 2012, or as soon thereafter as practicable (but no later than three (3)
business days following that date), the Debtors (or their agents) shall serve a copy of this Order,
the Sale Motion, the Stalking Horse Agreement, the Bidding Procedures and the proposed Sale
Order (as hereinafter defined) by first-class mail, postage prepaid, or other method reasonably
calculated to provide notice of the Sale and the Auction, upon (i) all entities known to have
expressed an interest in a transaction with respect to the Assets during the past six (6) months,
(ii) all entities known to have asserted any lien, claim, interest or encumbrance in or on the
Assets, and (iii) the Notice Parties (as defined below).
13. The notice of Sale of the Assets pursuant to the Auction and of the Sale Hearing
(the “Sale Notice”), substantially in the form annexed hereto as Exhibit B, is hereby approved.
14. The Summary of Sale Process (the “Sale Summary”), substantially in the form
annexed hereto as Exhibit C is hereby approved for service to all individuals and entities on the
Debtors’ mailing matrix.
15. A notice substantially in the form of the Sale Notice shall be published on one
occasion in the Wall Street Journal, National Edition at least twenty (20) days prior to the
Auction.
8613061.8
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16. The Debtors shall serve a copy of the Sale Notice and the Sale Summary by first
class mail, by March 16, 2012 or as soon thereafter as practicable (but no later than three (3)
business days following that date), on (i) the Notice Parties (as defined below), (ii) all entities
known to have asserted any lien, claim, interest or encumbrance in or on the Assets, and (iii) all
individuals and entities listed on the Debtors’ mailing matrix.
17. Notwithstanding any confidentiality agreement that may be contained in any
agreement, contract, or other document to which the Sellers are a party, the Sellers are authorized
to disclose the contents of such agreement, contract or document to prospective bidders for the
Assets in connection with the Bidding Procedures and sale of the Assets, provided that such
prospective bidders execute and deliver non-disclosure agreements acceptable to the Debtors.
18. To the extent the Auction occurs, the Stalking Horse Bidder shall be deemed to be
a Qualified Bidder under the Bidding Procedures, and shall be permitted to credit bid any or all
of its claims under the Credit Agreements and/or the DIP Credit Agreement (each as defined in
the Stalking Horse Agreement), and/or the amount of the Break-Up Fee and Expense
Reimbursement (each as defined below), in the amount of expenses actually incurred through the
date of the Auction, all pursuant to section 363(k) of the Bankruptcy Code.
19. Pursuant to and in accordance with the terms and conditions of the Stalking Horse
Agreement, the Stalking Horse Bidder shall be entitled to receive from the funds deposited by
the Successful Bidder, in accordance with the Bidding Procedures and pursuant to the terms of
the Stalking Horse Agreement, a break-up fee (the “Break-Up Fee”) in an amount equal
$2,000,000, plus reasonable documented costs and expenses not to exceed $250,000 (the
“Expense Reimbursement”), with such amount to be due and payable in the event that the Court
has entered an order approving a Sale of the Assets to a Successful Bidder (as defined in the
8613061.8
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Bidding Procedures) other than the Stalking Horse Bidder (an “Alternative Agreement”) and
such order has become final and nonappealable (unless such finality and nonappealability shall
have been waived by the Debtors and such Bidder).
20. The Break-Up Fee and the Expense Reimbursement are approved and allowed,
pursuant to section 364(c)(1) of the Bankruptcy Code, as super-priority administrative expenses
in the Debtors’ chapter 11 cases with priority over all administrative expenses of the kind
specified in sections 503(b) and/or 507(a) of the Bankruptcy Code and shall be payable pursuant
to paragraph 21 hereof.
21. Debtors shall pay the Stalking Horse Bidder the Break-Up Fee and Expense
Reimbursement from the Good Faith Deposit tendered by another third party bidder upon entry
of an order which has become final and nonappealable approving the sale of the Assets to such
third party bidder making a higher or better offer for the Assets (unless such finality and
nonappealability shall have been waived by the Debtors and such Bidder and the transaction is
consummated).
22. The Sale Hearing will be held before the Honorable Keith M. Lundin of the
United States Bankruptcy Court for the Middle District of Tennessee on _____ __, 2012, at
__:__ _.m. or as soon thereafter as the Court may be available at the United States Bankruptcy
Court, 701 Broadway, Room 2, Nashville, Tennessee 37203, to consider, among other things,
entry of an order (the “Sale Order”), (i) authorizing and approving the sale of the Assets to the
Stalking Horse Bidder pursuant to the Stalking Horse Agreement or to the party otherwise
submitting the highest or otherwise best bid(s) for the Assets at the Auction free and clear of all
8613061.8
9
Stalking Horse Agreement); (ii) authorizing and approving the Stalking Horse Agreement and
each of the related agreements referred to therein; and (iii) granting related relief.
23. Responses or objections, if any, to the relief to be considered at the Sale Hearing,
including, but not limited to, approval of the Sale, including the sale of the Assets free and clear
of liens, claims, interests and encumbrances (other than Permitted Encumbrances, as defined in
the Stalking Horse Agreement), must be in writing and set forth with particularity all legal and
factual bases for the response or objection and filed with this Court (with a copy to Chambers)
and served on: (i) the U.S. Trustee, (ii) the Debtors’ fifty (50) largest unsecured creditors on a
consolidated basis or, if a Committee has been appointed, counsel to the Committee, (iii) counsel
to the Debtors, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
TN 37219, Attn: John C. Tishler, Esq. and Donald R. Moody, Esq., (iv) co-counsel to the Agent
(as defined in the Stalking Horse Agreement), Shearman & Sterling, 599 Lexington Avenue,
New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry & Sims PLC, 150 Third
Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and (v) co-
counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New
York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq., and Burr & Forman
LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN 37203, Attn: David W.
Houston IV, Esq. (collectively, (i) through (v), the “Notice Parties”), so as to be received by
4:00 p.m. Central Standard Time on April 23, 2012 (the “Sale Objection Deadline”).
24. The Sale of the Assets is consistent with section 363(b)(1)(A) of the Bankruptcy
Code and, as the Sale does not violate the Sellers’ privacy policy, no consumer privacy
ombudsman is necessary in connection with the Sale.
8613061.8
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25. The Assumption and Assignment Notice, substantially in the form annexed hereto
as Exhibit D, is hereby approved.
26. The Debtors shall serve the Assumption and Assignment Notice by first class
mail, no later than three (3) days after service of the Sale Notice, or as soon thereafter as
practicable, on all counterparties to the Assigned Contracts.
27. The Debtors shall file on the Court’s docket (the “Docket”) a schedule listing
each Assigned Contract and the proposed Cure Cost associated therewith (the “Schedule of
Contracts”) within three (3) days of the mailing of the Assumption and Assignment Notice.
28. Provided that it does not do more than identify the contract name, the date of the
contract, the parties thereto and the proposed Cure Cost, the limited information to be provided
on the Schedule of Contracts to be published on the Docket does not violate the confidentiality
provisions in any of the Assigned Contracts.
29. Any party seeking to (i) object to the validity of the Cure Costs as determined by
the Sellers in respect of an Assigned Contract or otherwise assert that any other amounts,
defaults, conditions or pecuniary losses must be cured or satisfied under any of the Assigned
Contracts in order for such executory contract or lease to be assumed and assigned or (ii) object
to the assumption and assignment of any Assigned Contracts on any other basis (including, but
not limited to, objections to adequate assurance of future performance by the Successful Bidder),
must file with the Bankruptcy Court (contemporaneously with a proof of service), in accordance
with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any order of this Court,
an objection that must: (a) state with particularity the legal and factual basis for the objection and
8613061.8
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assignment and the support therefor, so as to be actually received on or before the Sale
Objection Deadline.
30. If a timely objection to the proposed Cure Costs in respect of an Assigned
Contract is not received in accordance with the Assumption and Assignment Notice and this
Order, (i) the Debtors shall be authorized to assume and assign such Assigned Contract, (ii) Cure
Costs listed in the Schedule of Contracts shall be binding for all purposes in these chapter 11
cases and will constitute a final determination of total cure amounts required to be paid by the
Debtors in connection with the assumption and assignment of each such Assigned Contract, and
(iii) adequate assurance of future performance of each such Assigned Contract shall also be
deemed sufficient by the assignment.
31. If a timely objection(s) to the assumption or assignment of any Assigned Contract
or the amount of any Cure Cost is properly and timely filed, the hearing to consider such
objection(s) will be held at the Sale Hearing or at such later hearing mutually acceptable to the
Debtors and an objecting Assigned Contract counterparty.
32. The assumption and assignment of the Assigned Contracts shall be effective only
upon the Closing or the occurrence of a closing with respect to any Alternative Agreement.
33. Any counterparty to an Assigned Contract who does not timely file an objection
to the proposed Cure Costs will be deemed to have waived and released any right to assert an
objection to the assumption and assignment of any Assigned Contract and to have otherwise
consented to such assumption and assignment, and will be forever barred and estopped from
asserting or claiming against the Debtors or any member, shareholder, or partner of the Debtors,
8613061.8
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their estates, or the Stalking Horse Bidder (or any other assignee of the relevant Assigned
Contract) or any member, shareholder, or partner of the Stalking Horse Bidder, that any
additional amounts are due or that conditions to assumption and assignment must be satisfied
under such Assigned Contract for the period before the date of the Sale Hearing, absent any
subsequent defaults by the Stalking Horse Bidder.
34. Compliance with the foregoing notice and publication requirements shall
constitute good and sufficient notice of the Bidding Procedures, Auction and Sale Hearing and
no other or further notice of the Bidding Procedures, Auction or Sale Hearing shall be necessary
or required.
35. At the Sale Hearing, the Debtors will seek the entry of an order of this Court
approving and authorizing the Sale to the Successful Bidder. The Sale Hearing may be
continued from time to time by this Court or the Debtors without further notice other than by
such adjournment being announced in open court or by a notice of adjournment filed with this
Court and served on the Notice Parties.
36. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
37. This Court retains jurisdiction with respect to all matters arising from or related to
the interpretation or implementation of the Stalking Horse Agreement and this Order. To the
extent any provision of this Order shall be inconsistent with the Sale Motion, the terms of this
Order shall control.
8613061.8
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THIS ORDER WAS SIGNED AND ENTERED ELECTRONICALLY
AS INDICATED AT THE TOP OF THE FIRST PAGE.
Submitted for Entry by:
/s/ _______
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804

8613061.8
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Document redacted
by court 3/7/12
FORBA NY, LLC
Current Status Name Job Title Home Address Home Address 2 City State Zip Type Original DOH Annual Comp Accrued PR
A BELL, CHAWAKA L Rochester Office Manager 9 YANKEE CT. ROCHESTER NY 14624 RFT 1/2/2007 $52,267.50 $2,010.29
A BROWN, TERESA Rochester Front Ofc Asst 255 BREMEN STREET ROCHESTER NY 14621 RFT 12/18/2009 $25,461.70 $979.30
A GONZALEZ, DAMARIS Rochester Front Ofc Asst 68 HEARLD ST ROCHESTER NY 14621 RFT 2/21/2011 $26,000.00 $1,000.00
A JIMENEZ, MARISOL L Syracuse Front Ofc Asst 203 WEST BRIGHTON AVENUE APT. 15 SYRACUSE NY 13205 RFT 9/18/2007 $23,642.07 $909.31
A MORBILLO, CAROL ANN Albany Front Ofc Asst 3 WREN LANE CORAM NY 11727 TEM 9/27/2011 $39,000.00 $1,500.00
A PEPE, ALANA Rochester Front Ofc Asst 3489 ST. PAUL BLVD ROCHESTER NY 14617 RFT 1/9/2012 $24,960.00 $960.00
L PROPHETER, PAMELA R Syracuse Asst Ofc Mgr 3207 EAST AVE. CENTRAL SQUARE NY 13036 RFT 4/25/2005 $29,974.78 $0.00
A SOBOTKA, MICHELLE S Syracuse Office Manager 2070 CO RT 11 PARISH NY 13131 RFT 11/15/2004 $48,795.13 $1,876.74
A SYPNIER, JENNIFER Rochester Asst Ofc Mgr 1365 WEILAND RD ROCHESTER NY 14626 RFT 7/13/2009 $30,160.00 $1,160.00
Exhibit Redacted Document Page 1 of 1
Execution Copy
ASSET SALE AGREEMENT
BY AND AMONG
CHURCH STREET HEALTH MANAGEMENT, LLC,
THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS
AND
CSHM LLC
DATED AS OF March 2, 2012
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Exhibit FRedacted Exhibit
- Asset Sale Page 1 of
Agreement 2611 of 261
Page
TABLE OF CONTENTS
Page
ARTICLE I INTERPRETATION ...............................................................................................1

Section 1.1 Definitions..................................................................................................1
Section 1.2 Interpretation. ...........................................................................................17
ARTICLE II PURCHASE AND SALE OF ASSETS...............................................................18

Section 2.1 Purchase and Sale ....................................................................................18
Section 2.2 Purchase Price ..........................................................................................27
Section 2.3 Closing .....................................................................................................29
Section 2.4 Designated Purchaser(s)...........................................................................30
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE

PURCHASER...................................................................................................................30
Section 3.1 Organization and Corporate Power ..........................................................31
Section 3.2 Authorization; Binding Effect; No Breach ..............................................31
Section 3.3 Brokers .....................................................................................................32
Section 3.4 Direction Letter; Assignment Agreement ................................................32
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS ..............32

Section 4.1 Organization and Corporate Power ..........................................................32
Section 4.2 Subsidiaries and Investments ...................................................................33
Section 4.3 Authorization; Binding Effect; No Breach ..............................................33
Section 4.4 Title to Tangible Assets; Sufficiency of Assets .......................................33
Section 4.5 Material Contracts ....................................................................................34
Section 4.6 Intellectual Property .................................................................................35
Section 4.7 Litigation ..................................................................................................37
Section 4.8 Financial Statements ................................................................................37
Section 4.9 Compliance with Laws; Consents ............................................................38
Section 4.10 Real Property ...........................................................................................38
Section 4.11 Environmental Matters.............................................................................43
Section 4.12 Labor and Employee Benefits Matters ....................................................44
Section 4.13 Taxes ........................................................................................................47
Section 4.14 Absence of Certain Developments...........................................................47
Section 4.15 No Undisclosed Liabilities.......................................................................48
Section 4.16 Customers and Suppliers..........................................................................48
Section 4.17 Affiliate Transactions...............................................................................48
Section 4.18 Cure Costs ................................................................................................45
Section 4.19 Owned Inventory .....................................................................................45
Section 4.20 Bank Accounts Schedule .........................................................................48
Section 4.21 Powers of Attorney ..................................................................................48
Section 4.22 Brokers; Advisors Fees ............................................................................49
Section 4.23 No Additional Representations ................................................................46
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ARTICLE V COVENANTS AND OTHER AGREEMENTS .................................................49
Section 5.1 Bankruptcy Actions .................................................................................49
Section 5.2 Cooperation ..............................................................................................51
Section 5.3 Regulatory Approvals ..............................................................................52
Section 5.4 Pre-Closing Access to Information ..........................................................53
Section 5.5 Public Announcements ............................................................................54
Section 5.6 Further Actions ........................................................................................54
Section 5.7 Conduct of Business and Compliance with DIP Credit Agreement ........55
Section 5.8 Exclusivity; No Solicitation of Transactions ...........................................56
Section 5.9 Transaction Expenses...............................................................................58
Section 5.10 Confidentiality .........................................................................................58
Section 5.11 Certain Payments or Instruments Received from Third Parties...............58
Section 5.12 Deemed Consent ......................................................................................59
Section 5.13 Maintenance of Books and Records ........................................................59
Section 5.14 Use of Cash ..............................................................................................59
Section 5.15 Wind-Down Amount ...............................................................................59
Section 5.16 Name Change ...........................................................................................60
Section 5.17 Certain Acknowledgement Regarding the Purchaser ..............................60
ARTICLE VI TAX MATTERS..................................................................................................61

Section 6.1 Transfer Taxes .........................................................................................61
Section 6.2 Withholding Taxes ...................................................................................61
Section 6.3 Tax Characterization of Payments Under This Agreement .....................62
Section 6.4 Records ....................................................................................................62
Section 6.5 Property Tax Allocation ...........................................................................62
Section 6.6 G Reorganization Structure......................................................................63
ARTICLE VII EMPLOYMENT MATTERS ...........................................................................63

Section 7.1 Employment Offers ..................................................................................63
Section 7.2 Employee Benefits ...................................................................................63
Section 7.3 Excluded Employee Liabilities ................................................................64
Section 7.4 Other Employee Covenants .....................................................................65
Section 7.5 WARN Act...............................................................................................65
Section 7.6 No Obligation...........................................................................................66
ARTICLE VIII CONDITIONS TO THE CLOSING ..............................................................66

Section 8.1 Conditions to Each Party's Obligation .....................................................66
Section 8.2 Conditions to Sellers' Obligation .............................................................66
Section 8.3 Conditions to Purchaser's Obligation .......................................................67
ARTICLE IX TERMINATION .................................................................................................68

Section 9.1 Termination ..............................................................................................68
Section 9.2 Effects of Termination .............................................................................69
ARTICLE X MISCELLANEOUS .............................................................................................70

Section 10.1 No Survival of Representations and Warranties or Covenants ................70
Section 10.2 Remedies ..................................................................................................70
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Section 10.3 No Third-Party Beneficiaries ...................................................................71
Section 10.4 Consent to Amendments; Waivers...........................................................71
Section 10.5 Successors and Assigns............................................................................71
Section 10.6 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .........71
Section 10.7 Notices .....................................................................................................72
Section 10.8 Exhibits; Sellers Disclosure Letter...........................................................73
Section 10.9 Counterparts .............................................................................................74
Section 10.10 No Presumption .......................................................................................74
Section 10.11 Severability ..............................................................................................74
Section 10.12 Entire Agreement .....................................................................................74
Section 10.13 Damages ...................................................................................................75
Section 10.14 Bulk Sales Laws .......................................................................................75
Section 10.15 Risk of Loss .............................................................................................75
EXHIBITS
Exhibit A List of Purchaser's Persons with Knowledge

Exhibit B Sellers' Disclosure Letter
Exhibit C Wind-Down Budget
Exhibit D Form of Bidding Procedures
Exhibit E Form of Stalking Horse and Bidding Procedures Order
Exhibit F Form of Sale Order
Exhibit G-1 Purchaser and Lenders Release Parties
Exhibit G-2 Sellers Release Parties
Exhibit G-3 Form of Mutual Release
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This Asset Sale Agreement is dated as of March 2, 2012, by and among Church Street
Health Management LLC, a Delaware limited liability company ("Church Street"), Small Smiles
Holding Company, LLC, a Delaware limited liability company ("SSHC"), FORBA NY, LLC, a
New York limited liability company ("Forba NY"), FORBA Services, Inc., a Delaware
corporation ("Forba Services"), EEHC, Inc., a Delaware corporation ("EEHC", and each of
Church Street, SSHC, Forba NY, Forba Services, and EEHC individually, a "Seller", and
collectively, the "Sellers"), and CSHM LLC, a Delaware limited liability company (the
"Purchaser").
W I T N E S S E T H:
WHEREAS, the Sellers beneficially own and operate the Business;
WHEREAS, the Sellers are debtors-in-possession (in such capacities, the "Debtors")
under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the "Bankruptcy
Code"), that have all commenced voluntary proceedings (the "Chapter 11 Cases") on February
20, 2012 and February 21, 2012 (the "Petition Date") by filing petitions for relief in the United
States Bankruptcy Court for the Middle District of Tennessee (the "Bankruptcy Court");
WHEREAS, pursuant to the Direction Letter, the Agent has been instructed by the
Required Lenders, upon the request of the Purchaser, to submit the Credit Bid for the Assets
pursuant to the terms and conditions of this Agreement and the Direction Letter;
WHEREAS, in accordance with the terms hereof and pursuant to sections 363 and 365 of
the Bankruptcy Code, each of the Sellers desires to transfer, sell, convey, assign and deliver to
the Purchaser or the applicable Designated Purchaser, and the Purchaser desires to purchase,
acquire and accept, or cause a Designated Purchaser to purchase, acquire and accept, the Assets
free and clear of all Liabilities (other than the Assumed Liabilities and Permitted
Encumbrances); and
WHEREAS, in connection with such assignment, in accordance with the terms hereof
and pursuant to sections 363 and 365 of the Bankruptcy Code, the Purchaser is willing to
assume, or cause a Designated Purchaser to assume, and each of the Sellers desires to assign and
transfer to the Purchaser or the applicable Designated Purchaser, the Assumed Liabilities.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants,

representations, warranties and agreements made herein, and of the mutual benefits to be derived
hereby (the sufficiency of which are acknowledged), and intending to be legally bound hereby,
the Parties agree as follows:
ARTICLE I
INTERPRETATION
Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall
have the meanings set forth below:
8565755.15
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"Action" means any claim, action, suit, arbitration, assessment, proceeding, litigation,
injunction, citation, summons, subpoena or investigation of any nature by or before any
Government Entity.
"Affiliate" means, as to any Person, any other Person that directly or indirectly through
one or more intermediaries Controls, or is under common Control with, or is Controlled by, such
specified Person.
"Agent" means CIT Healthcare LLC, as administrative agent under the Credit
Agreements.
"Agreement" means this Asset Sale Agreement, the Sellers Disclosure Letter and all
Exhibits and Schedules attached hereto and thereto and all amendments hereto and thereto made
in accordance with Section 10.4.
"Allowed" means, with respect to any administrative expense claims against the Debtors,
such claim or portion thereof: (a) as to which no objection or request for estimation has been
Filed, no litigation has commenced, and the Debtors otherwise have assented to the validity
thereof; (b) as to which any objection or request for estimation that has been Filed has been
settled, waived, withdrawn or denied by a Final Order; or (c) that is allowed (i) pursuant to the
terms of a Final Order or (ii) pursuant to the terms of an agreement by and among the holder of
such claim and the Debtors.
"Alternative Transaction" means the sale, transfer or other disposition, directly or

indirectly, including through an asset sale, share sale, merger, amalgamation, recapitalization or
other similar transaction, including a plan of reorganization or plan of arrangement approved by
the Bankruptcy Court, or resulting from the Auction, of substantially all of the Assets of the
Sellers.
"Ancillary Agreements" means, in each case in a form reasonably acceptable to the

Sellers and the Purchaser: (a) a Bill of Sale for the assignment and conveyance of the Assets
from the Sellers to the Purchaser; (b) an Assignment and Assumption Agreement for the
assignment of the Assumed Liabilities by the Sellers to and the assumption thereof by the
Purchaser or the Designated Purchasers; and (c) instruments of assignment of the Patents,
Trademarks, Copyrights, and any other assignments or instruments with respect to any
Intellectual Property included in the Assets for which an assignment or instrument is required to
assign, transfer, convey and deliver such Assets to the Purchaser or to record such assignment,
transfer or conveyance with the appropriate government offices, domain name registrars or other
similar authorities.
"Asset Allocation Schedule(s)" has the meaning set forth in Section 2.2(b).
"Assets" has the meaning set forth in Section 2.1(a).
"Assigned Contracts" means all Designated Seller Contracts other than Non-Assigned
Contracts.
"Assumed Liabilities" has the meaning set forth in Section 2.1(c).
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"Assumed Trade Payables" has the meaning set forth in Section 2.1(c)(i).
"Auction" has the meaning set forth in Section 5.1(b).
"Bankruptcy Code" has the meaning set forth in the recitals to this Agreement.
"Bankruptcy Consents" has the meaning set forth in Section 4.1(a).
"Bankruptcy Court" has the meaning set forth in the recitals to this Agreement.
"Bankruptcy Laws" means the Bankruptcy Code and the other applicable insolvency
Laws of any jurisdiction where the Chapter 11 Cases are held.
"Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure.
"Bid" means the transactions contemplated hereby, including (a) the Credit Bid, and (b)
the assumption of the Assumed Liabilities by Purchaser or a Designated Purchaser, as applicable,
and in exchange for the purchase and sale of the Assets and the assumption of the Assumed
Liabilities.
"Bidding Procedures" has the meaning set forth in Section 5.1(b).
"Business" means the current business operated by the Sellers.
"Business Day" means a day on which banks are open for business (Saturdays, Sundays,
statutory and civic holidays excluded) in New York, New York.
"Business Information" means all books of account, general, financial, Tax and personnel
records, invoices, shipping records, supplier lists, correspondence and other documents, records,
files, documentation and sales literature and any rights thereto owned, associated with or
employed by the Sellers and in the possession or under control of the Sellers that are used or held
for use in connection with the Business, including information, policies and procedures, Owned
Equipment manuals and materials and procurement documentation used in the Business,
including, without limitation, any Employee Records for Employees or former employees who
are not Transferred Employees.
"Causes of Action" has the meaning set forth in Section 5.1(b).
"Chapter 11 Cases" has the meaning set forth in the recitals to this Agreement and shall,
for the avoidance of doubt, include any other voluntary or involuntary bankruptcy, insolvency,
administration or similar judicial proceedings concerning any of the Sellers that are held from
time to time.
“Church Street” has the meaning set forth in the preamble to this Agreement.
"Claim" has the meaning set forth in section 101(5) of the Bankruptcy Code.
"Cleanup" means all actions required under Environmental Laws to: (a) cleanup, remove,
treat or remediate Hazardous Materials in the indoor or outdoor environment; (b) prevent the
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Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment; (c) abate, decontaminate, or
detoxify Hazardous Materials or areas or properties affected or impacted by Hazardous
Materials; (d) perform pre-remedial studies and investigations and post-remedial monitoring and
care; or (e) respond to any Government Entity's request for information or documents in any way
relating to cleanup, removal, treatment, remediation, abatement, decontamination, detoxification,
or potential cleanup, removal, treatment, remediation, abatement, decontamination, or
detoxification of Hazardous Materials in the indoor or outdoor environment.
"Closing" has the meaning set forth in Section 2.3(a).
"Closing Date" has the meaning set forth in Section 2.3(a).
"COBRA" has the meaning set forth in Section 7.2(e).
"Code" means the United States Internal Revenue Code of 1986, as amended.
"Consent" means any approval, authorization, consent, order, certificate, license,

permission, permit or Court Order, including any qualification, exemption or waiver, by any
Government Entity or other Third Party.
"Contract" means any legally binding contract, agreement, obligation, license,

undertaking, instrument, lease, commitment or other arrangement, whether written or oral.
"Control", including, with its correlative meanings, "Controlled by" and "under common
Control with", means, in connection with a given Person, the possession, directly or indirectly, of
the power to either (a) elect more than fifty percent (50%) of the directors or managers of such
Person or (b) direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, Contract or otherwise.
"Copyrights" means all copyrights (including copyrights in Software) and copyrightable

subject matter, whether registered or unregistered, in any jurisdiction throughout the world
including (a) all copyright registrations and applications for registration, (b) all moral rights and
rights of attribution and integrity, (c) all common law copyright rights, and (d) all rights to
register and obtain renewals and extensions of copyright registrations, together with all other
copyright interests accruing by reason of any international copyright convention or treaty.
"Courts" has the meaning set forth in Section 10.6(b).
"Credit Agreements" means (a) that certain prepetition Amended and Restated First Lien
Credit Agreement dated as of February 1, 2010, among SSO Funding Corp. as borrower, the
lenders from time to time party thereto, and CIT Healthcare LLC, as collateral agent and
administrative agent; and (b) that certain prepetition Second Lien Credit Agreement dated as of
February 1, 2010 among SSO Funding Corp. as borrower, the lenders from time to time party
thereto, and CIT Healthcare LLC, as collateral agent and administrative agent, together, in each
case, with all attendant notes, instruments, agreements and other documents, as the same have
been amended, modified or supplemented from time to time.
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"Credit Bid" means the "credit bid" (pursuant to section 363(k) of the Bankruptcy Code)
of the Credit Bid Amount in connection with the purchase of the Assets, which may be
consummated pursuant to a transaction structure where the Credit Bid Amount with respect to
Obligations is exchanged for all or substantially all of the Assets, in the sole discretion of the
Required Lenders.
"Credit Bid Amount" means an amount equal to Twenty-Five Million Dollars

($25,000,000), or such higher amount as Purchaser may agree in an amendment or supplement to
this Agreement.
"Cure Cost" means, as applicable, any amounts or assurances required by section

365(b)(1) of the Bankruptcy Code to assume any applicable Designated Seller Contract.
"Cure Cost Cap" has the meaning set forth in Section 2.1(f)(i).
"Debtors" has the meaning set forth in the recitals to this Agreement.
"Designated Purchaser" has the meaning set forth in Section 2.4.
"Designated Seller Contracts" means all Contracts and Leases of each Seller that relate to
the Business and which are listed in Section 1.1(a) of the Sellers Disclosure Letter, which shall
include all of the Governmental and Related Agreements and all management services
agreements of the Sellers; but excluding such Contracts or Leases not to be assumed by and
assigned to the Purchaser or Designated Purchasers pursuant to Section 2.1(a).
“DIP Budget" means the “Budget” as defined in the DIP Credit Agreement.
"DIP Credit Agreement" means the $12 million Debtor-in-Possession Credit Agreement,
by and among the Sellers, Garrison Loan Agency Services LLC and the lenders named therein,
as amended, modified, supplemented or otherwise in effect from time to time, as filed with the
Bankruptcy Court on the Petition Date.
"DIP Loan Documents" means the Loan Documents as defined in the DIP Credit
Agreement.
"Direction Letter" means a written direction by the Required Lenders dated February 17,
2012 to the Agent to, among other things, submit the Credit Bid at the request on the Purchaser
in connection with the Bid of the Purchaser.
“EEHC” has the meaning set forth in the preamble to this Agreement.
"Effective Hire Date" means the day on which the employment of an Employee
commences with the Purchaser or its Affiliates as provided in this Agreement.
"Employee" means each employee of any of the Sellers engaged in the Business.
"Employee Information" has the meaning set forth in Section 4.12(b).
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"Employee Records" means books, records, files, or other documentation with respect to
Employees or any former employee of any of the Sellers.
"Employee Transfer Time" means with respect to each jurisdiction where Employees will
become Transferred Employees in accordance with this Agreement, 12:00 a.m. midnight local
time in such jurisdiction immediately following the Closing.
"Environmental Claim" means any claim, Action, investigation, written notice,

ministerial order, court order, notice of infraction, administrative fine or penalty, or statement of
offence by any Person alleging potential liability (including potential liability for investigatory
costs, Cleanup costs, Government Entity response costs, natural resources damages, property
damages, personal injuries, or fines or penalties) arising out of, based on or resulting from (a) the
presence, Release or threatened Release of, or exposure to, any Hazardous Materials at any
location, whether or not owned or operated by the Sellers, or (b) circumstances forming the basis
of any violation, or alleged violation, of any Environmental Law.
"Environmental Law" means any applicable Law relating to pollution or protection of the
environment, natural resources or human health and safety, including Laws relating to exposure
to, or Releases or threatened Releases of, Hazardous Materials or otherwise relating to the
manufacture, presence, processing, distribution, use, treatment, storage, transport or handling of
Hazardous Materials and all Laws with regard to recordkeeping, notification, disclosure and
reporting requirements respecting Hazardous Materials.
"Environmental Permit" means any permit, approval, license, certificate, consent,

registration, certificate of authorization and depollution attestation or other authorization
required under any Environmental Law to (a) conduct the Business as currently conducted or (b)
own, occupy or operate the Assets as currently owned, occupied or operated.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"ERISA Affiliate" has the meaning set forth in Section 2.1(d)(v).
“Escrow Account” means an escrow account established by the Sellers prior to the
Closing into which shall be deposited the good faith estimated amount of accrued but unpaid
professional fees and expenses of the Sellers in a maximum amount not to exceed the amounts
set forth in the Budget for such fees and expenses.
"Excluded Assets" has the meaning set forth in Section 2.1(b).
"Excluded Employee Liabilities" has the meaning set forth in Section 7.3.
"Excluded Liabilities" has the meaning set forth in Section 2.1(d).
"Excluded Seller Contract" means any Contract or Lease of the Sellers that is not a
Designated Seller Contract.
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"Federal Settlement Agreement" means that certain Settlement Agreement, dated as of
January 15, 2010, by and among Church Street, the United States, acting through the U.S.
Department of Justice and the OIG-HHS, and the relators party thereto.
"Federal and State Waivers" means those certain Waiver of Payment Acceleration Rights
from each of the U.S. Department of Justice, the States of Alabama, Arizona, Colorado, Georgia,
Idaho, Indiana, Kansas, Kentucky, Maryland, Massachusetts, Nebraska, Nevada, New
Hampshire, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas
and, to the extent a Waiver of Payment Acceleration Right is obtained from the State of Virginia
prior to the Closing Date, Virginia, and the District of Columbia.
"Filed" means filed with the Bankruptcy Court (or agent thereof) in connection with the
Chapter 11 Cases.
"Final Order" means an action taken or Order issued by the applicable Government Entity
as to which: (a) no request for stay of the action or Order is pending, no such stay is in effect,
and, if any deadline for filing any such request is designated by statute or regulation, it is passed,
including any extensions thereof, or any such request has been mooted pursuant to applicable
Law; (b) no petition for rehearing or reconsideration of the action or Order, or protest of any
kind, is pending before the Government Entity and the time for filing any such petition or protest
is passed; (c) the Government Entity does not have the action or Order under reconsideration or
review on its own motion and the time for such reconsideration or review has passed; and (d) the
action or Order is not then under judicial review, there is no notice of leave to appeal, appeal or
other application for judicial review pending, and the deadline for filing such notice of appeal or
other application for judicial review has passed, including any extensions thereof; provided,
however, that no action or Order will fail to be a "Final Order" solely because of the possibility
that a motion pursuant to section 502(j) or 1144 of the Bankruptcy Code, Rule 59 or 60 of the
Federal Rules of Civil Procedure or Rule 9024 of the Federal Rules of Bankruptcy Procedure
may be filed with respect to such action or Order.
"Financial Statements" has the meaning set forth in Section 4.8.
“Forba NY” has the meaning set forth in the preamble to this Agreement.
“Forba Services” has the meaning set forth in the preamble to this Agreement.
"GAAP" means the United States generally accepted accounting principles, applied
consistently throughout the periods involved.
"G Reorganization Structure" has the meaning set forth in Section 6.6.
"Government Entity" means any foreign, domestic, federal, national, territorial,

provincial, state, municipal or local governmental authority, quasi-governmental authority, court
or other tribunal, self-regulatory organization, bureau, commission or any regulatory,
administrative or other governmental agency, or any political or other subdivision, department or
branch of any of the foregoing having jurisdiction.
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"Governmental and Related Agreements" means (a) the OIG-CIA, (b) the NY-CIA, (c)
the Federal Settlement Agreement, (d) the State Settlement Agreements, (e) the Federal and State
Waivers, (f) that certain Agreement, dated as of February 15, 2012, by and between Church
Street, OMIG-NY and the New York State Office of the Attorney General, (g) that certain
Corporate Integrity Agreement Monitoring Agreement, dated as of March 15, 2010, by and
between Church Street and StrategicHealthSolutions, LLC, and that certain Retainer Agreement,
dated as of December 22, 2011 by and between such parties, and (h) that certain letter
agreement, dated as of February 12, 2010, by and between Church Street and FTI Consulting
Inc., each as amended, modified, supplemented or otherwise in effect from time to time.
"Hazardous Materials" means (a) petroleum, petroleum products, asbestos in any form
that is friable, toxic mold, urea formaldehyde foam insulation, lead based paints, polychlorinated
biphenyls or any other material or substance regulated pursuant to Environmental Laws, and (b)
any waste, chemical, material or other substance which is regulated, defined or listed, alone or in
any combination as "hazardous", "hazardous waste", "radioactive", "deleterious", "toxic",
"caustic", "dangerous", a contaminant, a pollutant, a "waste", a "special waste", a "source of
contamination" or "source of pollution", or words of similar meaning, under any Environmental
Law.
“Healthcare Law” means:
(a) all applicable statutes, laws, ordinances, rules and regulations of any Government
Entity with respect to regulatory matters primarily relating to patient healthcare, healthcare
providers and healthcare services, including but not limited to Title XIX (Medicaid Program) of
42 U.S.C.;
(b) the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b), (ii) the Stark Law (42
U.S.C. §1395nn and §1395(q)), (iii) the civil False Claims Act (31 U.S.C. §3729 et seq.),
(iv) Sections 1320a-7a and 1320a-7b of Title 42 of the United States Code, (v) applicable state
statutes similar to any of the foregoing and (vi) the regulations promulgated pursuant to such
federal and state statutes;
(c) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-
191) and the regulations promulgated pursuant thereto;
(d) laws, rules and regulations governing Medicaid and SCHIP Programs;
(e) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(Pub. L. No. 108-173) and the regulations promulgated pursuant thereto;
(f) quality, safety and accreditation standards and requirements of all applicable
federal, state or local laws or regulatory bodies relating to the Sellers’ or any Practice's
ownership, management or operation of a healthcare facility or business, or assets used in
connection therewith;
(g) any applicable law relating to the billing or submission of claims, collection of
accounts receivable, underwriting the cost of, or provision of management or administrative
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services in connection with, any and all of the foregoing, by the Company or any of its
Subsidiaries or any Practice; and
(h) any and all other applicable healthcare laws, regulations, manual provisions,
policies and administrative guidance having the force of law with respect to each of clause
(b) through (g) above, as may be amended from time to time.
"Indebtedness" means, with respect to any Person, (a) all indebtedness for borrowed
money, whether or not contingent, of such Person, including any loans, overdrafts and advances,
any accrued but unpaid interest thereon and any cost, penalty or premium, or any guarantees of
any of the foregoing, (b) any indebtedness evidenced by any note, bond, debenture or other debt
security, (c) any indebtedness for the deferred purchase price of property or services with respect
to which any Seller is liable, contingently or otherwise, as obligor or otherwise, (d) all
indebtedness created or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of such
property), (e) any commitment by which such Person assures a creditor against loss (including
contingent reimbursement liabilities with respect to letters of credit or similar facilities), (f) any
indebtedness or Liabilities guaranteed in any manner by a Seller, (g) any Liabilities under
capitalized leases, that have been or should be, in accordance with GAAP, recorded as capital
leases, with respect to which such Person is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or with respect to which Liabilities such Person assures a creditor against
loss, (g) any indebtedness secured by a Lien on such Person's assets, (h) all obligations of such
Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of
such Person or any warrants, rights or options to acquire such capital stock, valued, in the case of
redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends, (i) any unsatisfied or underfunded Liability related to any
pension plan or multiemployer plan, (j) any fees or other amounts owed by any Seller to any
other Seller or any of its Affiliates, (k) any unpaid transaction expenses of any of the Sellers, and
(l) all Indebtedness of others referred to in clauses (a) through (k) above guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply
funds for the payment or purchase of such Indebtedness; (ii) to purchase, sell or lease (as lessee
or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the
debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss, (iii) to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such property is received or
such services are rendered), or (iv) otherwise to assure a creditor against loss; and (l) all
Indebtedness referred to in clauses (a) through (l) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property (including accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.
"Intellectual Property" means all intellectual and industrial property rights of any kind in
any jurisdiction throughout the world, including all rights in and to the following: (a)
Trademarks; (b) Patents; (c) inventions, whether or not patentable and whether or not a patent
has been issued or a patent application has been made therefor; (d) Copyrights; (e) Trade Secrets
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and other proprietary, confidential, technical or business information; and (f) all rights and
remedies (including the right to sue for and recover damages, profits, income, payments,
proceeds, claims and any other rights and remedies) for past, present, or future infringement,
misappropriation, or other violation relating to any of the foregoing.
"IRS" means the United States Internal Revenue Service.
"IT Assets" means Software, systems, servers, computers, hardware, firmware,

middleware, networks, data communications lines, routers, hubs, switches and all other
information technology equipment, and all associated documentation.
"Know-How" means technical, scientific, engineering, mechanical, electrical, financial,

marketing, practical and other similar knowledge or experience useful in the operation of the
Business.
"Knowledge" or "aware of" or "notice of" or a similar phrase shall mean, with reference
to any of the Sellers, the actual knowledge, after due inquiry, of those Persons listed on Section
1.1(b) of the Sellers Disclosure Letter, and, with reference to the Purchaser, the actual
knowledge, after due inquiry, of those Persons listed on Exhibit A.
"Law" means any foreign, domestic, federal, national, territorial, state, provincial, local,
municipal or administrative statute, law, common law, ordinance, rule, regulation, Order or rule
of law (including common law) adopted by a Government Entity.
"Leased Real Property" has the meaning set forth in Section 4.10(a).
"Leases" has the meaning set forth in Section 4.10(a).
"Liabilities" means any and all debts, losses, awards, judgments, liabilities, claims,
damages, fines, royalties, proceedings, deficiencies, penalties, costs, charges, or obligations of
any nature, whether accrued or fixed, absolute or contingent, matured or unmatured or
determined or undeterminable, including those arising under any Law or Action and those arising
under any Contract or otherwise, including any Tax liability.
"Lien" means any lien, mortgage, pledge or security interest, hypothec (including legal
hypothecs), encumbrance, servitude, easement, encroachment, right-of-way, restrictive covenant
on real or immovable property, real property license, other real rights in favor of Third Parties,
charge, prior claim, lease, occupancy agreement, leasing agreement, statutory or deemed trust or
conditional sale arrangement.
"Material Adverse Effect" means any development, occurrence, fact, condition, change,
violation, inaccuracy, circumstance, event, change in or effect on the Assets, the Business or the
Sellers, taken as a whole, that, individually or in the aggregate with all other events,
circumstances, changes in or effects on the Assets, the Business or the Sellers, taken as a whole,
has, or would reasonably be expected to have, a material adverse effect on the Business, results
of operations or condition (financial or otherwise) of the Sellers, taken as a whole, except that
any such development, occurrence, fact, condition, change, violation, inaccuracy, circumstance
or event that results from or arises out of any of the following shall not be taken into account in
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determining whether there has been a Material Adverse Effect: (i) changes in general economic
conditions, changes in applicable Law or changes affecting the industries and markets in which
the Business operates (except to the extent that such changes have a disproportionate effect on
the Assets or the Business), (ii) macroeconomic factors, interest rates, currency exchange rates,
general financial market conditions, acts of God, war, terrorism or hostilities (except (1) to the
extent that such changes have a disproportionate effect on the Assets or the Business and (2) to
the extent such changes are the result of an adverse change in the enforcement of existing law by
any Governmental Authority) or (iii) the filing or pendency of the Chapter 11 Cases, the entry
into or announcement of this Agreement or the Chapter 11 Cases, and any action approved by, or
motion made before, the Bankruptcy Court or required to be taken pursuant to this Agreement;
provided, however, that any such development, occurrence, fact, condition, change, violation,
inaccuracy, circumstance or event that results from or arises out of investigations existing on the
date hereof may be taken into account in determining whether there has been a Material Adverse
Effect.
"Material Contracts" has the meaning set forth in Section 4.5.
"Non-Assignable Contracts" has the meaning set forth in Section 2.1(f)(i).
"Non-Assigned Contracts" means the Non-Assignable Contracts to the extent all

applicable Consents to assignment thereof to the Purchaser or a Designated Purchaser have not
been granted or obtained prior to the Closing Date.
“NY-CIA” means that certain Amended Corporate Integrity Agreement dated on or about
April 30, 2010 by and between the OMIG-NY and Church Street.
"Obligations" has, with respect to any Credit Agreement, the meaning set forth in such
Credit Agreement.
"Off-the-Shelf Software" means all Software that is used by any Seller in the operation of
the Business or otherwise owned or licensed by any Seller and which is widely commercially
available off-the-shelf Software that is licensed by a Seller pursuant to a "click through" or
"shrink-wrap" or similar Contract that is not customized or modified in any material respect. For
the avoidance of doubt, off-the-shelf Software does not include Software licensed to any Seller
by means of a formal written license agreement executed by both licensor and licensee parties.
“OIG-CIA” means that certain Corporate Integrity Agreement dated on or about January
15, 2010 by and between the OIG-HHS and Church Street.
"OIG-HHS" means the Office of the Inspector General of the Department of Health and
Human Services.
“OMIG-NY" means the New York State Office of Medicaid Inspector General.
"Order" means any order, injunction, treaty, resolution, edict, judgment, decree, ruling,
writ, assessment or arbitration award of a Government Entity.
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"Ordinary Course" means the ordinary course of the Business consistent with recent past
practice, as such practice is, or may have been, modified as a result of the Chapter 11 Cases.
"Owned Equipment" means those items of tangible personal or movable property

including all machinery, equipment (including transportation and office equipment), supplies,
materials, office furniture and office equipment, computers, mobile phones and devices, personal
digital assistants, fixtures, trade fixtures, computer equipment, hardware, peripherals,
information technology infrastructure (including systems and networks), telephone systems,
computing and telecommunications equipment, systems and networks, production supplies, spare
parts, other miscellaneous supplies and other items of personal property wherever located that
are owned by any Seller that are held or used in connection with the Business.
"Owned Inventory" means any inventories of raw materials, manufactured and purchased
parts, work in process, packaging, stores and supplies and unassigned finished goods inventories
(which are finished goods not yet assigned to a specific customer order), in each case owned by
any Seller and held or used in connection with the Business, including any of the above items
which is owned by a Seller but remains in the possession or control of a Third Party.
"Owned Software" means all Software owned by or assigned to any of the Sellers which
is used in, held for use or is useful for the operation of the Business.
"Party" or "Parties" means individually or collectively, as the case may be, the Sellers
and the Purchaser.
"Patents" means all U.S., international, and foreign (whether national, multinational or
regional) statutory invention registrations, patents (including certificates of invention and other
patent equivalents), patent applications, provisional patent applications and patents issuing
therefrom, industrial designs, and industrial models, as well as all reissues, divisions,
substitutions, continuations, continuations-in-part, patent disclosures, extensions and
reexaminations, and all rights therein including as provided by multinational treaties or
conventions.
"Periodic Taxes" has the meaning set forth in Section 6.5.
"Permitted Encumbrances" means (a) any Liens imposed by the Bankruptcy Court in
connection with the Chapter 11 Cases that are to be discharged from the Assets at Closing
pursuant to the terms of the Sale Order; (b) zoning, entitlement, building and land use
regulations, minor defects of title, servitudes, easements, rights of way, restrictions and other
similar charges or encumbrances which do not impair in any material respect the use or the value
of the related assets in the Business as currently conducted and for which affirmative title
insurance coverage can be obtained; and (c) non-exclusive licenses and covenants not to sue in
respect of Intellectual Property entered into in the Ordinary Course.
"Person" means an individual, a partnership, a corporation, an association, a limited or

unlimited liability company, a joint stock company, a trust, a joint venture, an unincorporated
organization or other legal entity or Government Entity.
"Petition Date" has the meaning set forth in the recitals to this Agreement.
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"Post-Closing Tax Period" has the meaning set forth in Section 6.5.
“Practice” means a dental practice or professional entity party to any management

services agreement with any Seller.
"Pre-Closing Tax Period" has the meaning set forth in Section 6.5.
"Products" means any and all products that are developed, manufactured, marketed or
sold by or on behalf of the Sellers as part of the Business.
"Purchase Price" means the aggregate amount of (i) the Credit Bid Amount and (ii) the
aggregate amount of the Assumed Liabilities (including liabilities under the DIP Credit
Agreement) assumed by the Purchaser or one or more of the Designated Purchasers.
"Purchased Deposits" means all deposits (including customer deposits and security
deposits for rent, electricity and otherwise) and prepaid charges and expenses of the Sellers,
including the right to receive any refund of any unutilized amounts thereof, other than as
described in Section 5.15 or Section 2.1(b)(x) or any deposits or prepaid charges and expenses
paid in connection with or relating exclusively to any Excluded Assets or any Contracts or
Leases that are not Assigned Contracts.
"Purchaser" has the meaning set forth in the preamble to this Agreement.
"Purchaser Affiliates" has the meaning set forth Section 5.17.
"Purchaser Employee Plan" means any "employee benefit plan" within the meaning of
Section 3(3) of ERISA (whether or not covered by ERISA) and any other employee benefit or
compensation plan, program or arrangement, whether written or oral, including any profit
sharing, savings, bonus, performance awards, change of control, incentive compensation,
deferred compensation, stock purchase, stock option, vacation, leave of absence, employee
assistance, automobile leasing/subsidy/allowance, meal allowance, redundancy or severance,
relocation, family support, pension, supplemental pension, retirement, retirement savings, post
retirement, medical, health, hospitalization or life insurance, disability, sick leave, retention,
education assistance, expatriate assistance, compensation arrangement, including any base salary
arrangement, overtime, on-call or call-in policy or death benefit plan, program or arrangement or
any other similar plan, program, arrangement or policy that may be established by or on behalf of
the Purchaser or any Designated Purchaser with respect to the Transferred Employees, other than
government sponsored pension, health care, social security, employment insurance, workers
compensation, parental insurance, prescription drugs and similar plans.
"Registered" means issued by, registered, recorded or filed with, renewed by or the
subject of a pending application before any Government Entity or Internet domain name
registrar.
"Regulatory Approvals" means those approvals set forth on Section 1.1(c) of the Sellers
Disclosure Letter.
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"Release" means any release, spill, emission, discharge, leaking, pumping, injection,
deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment
(including ambient air, surface water, groundwater and surface or subsurface strata) or into or out
of any property.
"Required Lenders" has, with respect to each Credit Agreement, the meaning set forth in
such Credit Agreement.
"Sale Hearing" has the meaning set forth in Section 5.1(b).
"Sale Motion" has the meaning set forth in Section 5.1(b).
"Sale Order" has the meaning set forth in Section 5.1(e).
"Seller" has the meaning set forth in the preamble to this Agreement.
"Seller Employee Plan" means (a) any "employee benefit plan" within the meaning of
Section 3(3) of ERISA (whether or not covered by ERISA); (b) any other employee benefit or
compensation plan, program, agreement or arrangement, whether written or oral, which may
include any profit sharing, savings, bonus, performance awards, change of control, incentive
compensation, deferred compensation, stock purchase, stock option, vacation, leave of absence,
employee assistance, automobile leasing/subsidy/allowance, meal allowance, redundancy or
severance, relocation, family support, pension, supplemental pension, retirement, retirement
savings, post retirement, medical, health, hospitalization or life insurance, disability, sick leave,
retention, education assistance, expatriate assistance, compensation arrangement, including any
base salary arrangement, overtime, on-call or call-in policy or death benefit plan, program or
arrangement; and (c) any other similar plan, program, arrangement or policy that is maintained or
otherwise contributed to, or required to be maintained or contributed to, by or on behalf of the
Sellers or any of their Affiliates for the benefit of current Employees, former Employees, retirees
or their respective dependents, or with respect to which any Seller has any direct or contingent
Liability, other than government sponsored pension, health care, social security, employment
insurance, workers compensation, parental insurance, prescription drugs and similar plans.
"Sellers Disclosure Letter" means the disclosure schedules dated as of the date hereof,
delivered by the Sellers to the Purchaser in accordance with this Agreement and attached hereto
as Exhibit B.
"Software" means all computer software programs (whether in source code, object code,
or other form), applications and software systems, including all websites, algorithms, models and
methodologies, program interfaces, databases, compilations and data, tool sets, compilers, higher
level or "proprietary" languages, related documentation and technology, technical manuals,
documentations and materials, and any rights relating to the foregoing.
“SSHC” has the meaning set forth in the preamble to this Agreement.
"Stalking Horse and Bidding Procedures Order" has the meaning set forth in Section
5.1(c).
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"State Settlement Agreements" means those certain Settlement Agreements by and
between Church Street and each of the States of Alabama, Arizona, Colorado, Connecticut,
Georgia, Idaho, Indiana, Kansas, Kentucky, Maryland, Massachusetts, Nebraska, Nevada, New
Hampshire, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas and
Virginia, and the District of Columbia.
"Straddle Period" has the meaning set forth in Section 6.5.
"Subsidiary" of any Person means any Person Controlled by such first Person.
"Tax" means (a) any domestic or foreign federal, state, local, provincial, territorial or
municipal taxes or other similar impositions by any Government Entity, including Transfer
Taxes and the following taxes and impositions: net income, gross income, capital, value added,
goods and services, gross receipts, sales, use, ad valorem, business rates, transfer, franchise,
profits, business, environmental, real or immovable property, municipal, school, withholding,
workers' compensation levies, payroll, employment, unemployment, employer health,
occupation, social security, excise, stamp, customs, and all other taxes, fees, duties, assessments,
deductions, contributions, withholdings or charges of the same or of a similar nature, however
denominated, together with any interest and penalties, additions to tax or additional amounts
imposed or assessed with respect thereto; and (b) liability for the payment of any amount
described in (a) of this definition (i) as a result of being a member of a consolidated, combined,
unitary or affiliated group that includes any other Person, (ii) by reason of any obligation to
indemnify or otherwise assume or succeed to the liability of any other Person for Taxes,
including a Tax sharing, Tax indemnity or similar agreement, or (iii) by reason of transferee or
successor liability.
"Tax Authority" means any local, municipal, governmental, state, provincial, territorial,
federal, including any U.S. or other fiscal, customs or excise authority, body or officials
anywhere in the world with responsibility for, and competent to impose, collect or administer,
any form of Tax.
"Tax Returns" means all returns, reports (including elections, declarations, disclosures,
schedules, estimates and information returns), claims for refund and other information filed or
required to be filed relating to Taxes, together with all attachments thereto, and any amendments
of the foregoing.
"Third Party" means any Person that is neither a Party nor an Affiliate of a Party.
"Third Party Payor" has the meaning set forth in Section 4.9(d).
"Third Party Payor Programs" has the meaning set forth in Section 4.9(d).
"Trade Secrets" means trade secrets and other confidential or proprietary ideas, concepts,
methods, Know-How, processes, formulae, models, methodologies, algorithms, reports, data,
customer and supplier lists, mailing lists, business plans, market surveys, market research
studies, information contained on drawings, plans, specifications and other documents and
information (including with respect to research, development and testing) whether or not any of
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the foregoing have been reduced to a writing or other tangible form, including all documents and
things embodying, incorporating, or referring in any way to such Trade Secret.
"Trademarks" means, together with the goodwill associated therewith or symbolized

thereby, in any and all jurisdictions worldwide all trademarks, service marks, trade dress, logos,
slogans, distinguishing guises and indicia, trade names (including all assumed or fictitious names
under which the Business has been conducted), corporate names, business names, Internet
domain names, and any other indicia of source or sponsorship of goods or services, whether or
not registered, including all common law rights, and registrations, applications for registration
and renewals thereof, including all marks registered in the United States Patent and Trademark
Office, the trademark offices of the states and territories of the U.S., and the trademark offices of
other nations throughout the world and all rights therein, including those provided by
multinational treaties or conventions.
"Transaction Documents" means this Agreement, the Ancillary Agreements, escrow

agreement and all other ancillary agreements to be entered into, or amendments, schedules,
certificates or other such documentation delivered or required to be delivered by, any Party
and/or any Designated Purchaser pursuant to this Agreement or any Ancillary Agreement.
"Transfer Taxes" means all goods and services, sales, excise, use, transfer, gross receipts,
documentary, filing, recordation, value-added, stamp, stamp duty reserve, and all other similar
Taxes however denominated (including any real or immovable property transfer taxes or duties
and conveyance and recording fees).
"Transferred Employee" means each Employee who accepts an offer of employment by,
and commences employment with, the Purchaser or a Designated Purchaser in accordance with
the terms of Section 7.1 or Section 7.2.
"Transferred Employee Plan" means any Seller Employee Plan to the extent expressly
assumed (in whole or in part) pursuant to Section 7.2 hereof.
"Transferred Intellectual Property" means all Intellectual Property owned by a Seller and
used in connection with, held for use in connection with or useful for the operation of the
Business (or in connection with any product, service, technology or process currently or formerly
manufactured, produced, marketed, distributed or offered for sale by or on behalf of a Seller or
currently under development by or on behalf of a Seller), including the Owned Software and the
Registered Intellectual Property listed in Section 1.1(c) of the Sellers Disclosure Letter.
"U.S." means the United States of America.
"WARN Act" has the meaning set forth in Section 4.12(q).
"Welfare and Health Benefits" has the meaning set forth in Section 7.2(e).
"Wholly-Owned Subsidiary" means any Subsidiary all of the capital stock or other equity
interests of which is held directly or indirectly by the Purchaser.
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"Wind-Down Account" means a bank account established by the Sellers to hold the
Wind-Down Amount.
"Wind-Down Agent" means James A. Skinner of Cumberland & Ohio, Co. of Texas.
"Wind-Down Amount" means an amount of cash equal to $450,000 to be used to fund

the costs of winding-down the Sellers' estates after the Closing, as set forth in the Wind-Down
Budget, which amount shall be held in the Wind-Down Account to be administered by the Wind-
Down Agent, in accordance with Section 5.15; provided that, any remaining amount of the
Wind-Down Amount not required to fund the costs of winding-down such estates after Closing
in accordance with Section 5.15 shall be promptly delivered by the Wind-Down Agent to the
Purchaser.
"Wind-Down Budget" means the budget for the post-Closing wind-down of the Sellers'
estates that details the costs permitted to be paid from the Wind-Down Amount and attached
hereto as Exhibit C.
"Year-end Financial Statements" has the meaning set forth in Section 4.8.
Section 1.2 Interpretation.
(a) Gender and Number. Any reference in this Agreement to gender includes
all genders and words importing the singular include the plural and vice versa.
(b) Certain Phrases and Calculation of Time. In this Agreement (i) the words
"including" and "includes" mean "including (or includes) without limitation" and shall
not be construed to limit any general statement that it follows to the specific or similar
items or matters immediately following it, (ii) the terms "hereof", "herein", "hereunder"
and "herewith" and words of similar import shall, unless otherwise stated, be construed to
refer to this Agreement and not to any particular provision of this Agreement, and
Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections,
paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified, (iii)
references to a Person are also to its successors and permitted assigns, and (iv) in the
computation of periods of time from a specified date to a later specified date, unless
otherwise expressly stated, the word "from" means "from and including" and the words
"to" and "until" each mean "to but excluding". If the last day of any such period is not a
Business Day, such period will end on the next Business Day.
When calculating the period of time "within" which, "prior to" or "following"
which any act or event is required or permitted to be done, notice given or steps taken,
the date which is the reference date in calculating such period is excluded from the
calculation. If the last day of any such period is not a Business Day, such period will end
on the next Business Day.
(c) Headings, etc. The inclusion of a table of contents, the division of this
Agreement into Articles and Sections and the insertion of headings are for convenient
reference only and are not to affect or be used in the construction or interpretation of this
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Agreement. All references in this Agreement to any "Section" are to the corresponding
Section of this Agreement unless otherwise specified.
(d) Currency. All monetary amounts in this Agreement, unless otherwise

specifically indicated, are stated in U.S. currency. All calculations and estimates to be
performed or undertaken, unless otherwise specifically indicated, are to be expressed in
U.S. currency. All payments required under this Agreement shall be paid in U.S.
currency in immediately available funds, unless otherwise specifically indicated herein.
Where another currency is to be converted into U.S. currency it shall be converted on the
basis of the exchange rate published in the Wall Street Journal for the day in question.
(e) Statutory References. Unless otherwise specifically indicated, any Law

defined or referred to herein or in any agreement or instrument that is referred to herein
means such Law or statute as from time to time amended, modified or supplemented,
including by succession of comparable successor Laws.
(f) Exhibits and Schedules. All Exhibits and the Sellers Disclosure Letter
annexed hereto or referred to herein are hereby incorporated in and made a part of this
Agreement as if set in full herein. Any capitalized terms used in any Exhibit or the
Sellers Disclosure Letter but not otherwise defined therein shall be defined as set forth in
this Agreement.
ARTICLE II
PURCHASE AND SALE OF ASSETS
Section 2.1 Purchase and Sale.
(a) Assets. Subject to the terms and conditions of this Agreement, at the
Closing, the Purchaser shall, and shall cause the relevant Designated Purchasers to,
purchase and assume from the Sellers, and each Seller shall sell, transfer, assign, convey
and deliver to the Purchaser or the relevant Designated Purchasers all of its right, title and
interest in and to the properties and assets of the Sellers (other than the Excluded Assets)
of every kind and description, wherever located, real, personal or mixed, tangible or
intangible, owned, directly or indirectly or to which the Sellers are directly or indirectly
entitled to, leased or licensed (herein collectively called the "Assets") free and clear of all
Liens and Claims (other than Permitted Encumbrances, except for those Permitted
Encumbrances that are to be expunged and discharged pursuant to the Sale Order, if any)
pursuant to the Sale Order, when granted, including all right, title and interest of each
Seller in, to and under, as applicable:
(i) all cash and cash equivalents, including bank balances, term
deposits, supplier deposits, vendor deposits and similar instruments, including
restricted cash supporting letters of credit, except as set forth in Section 2.1(b)(i);
(ii) accounts receivable, trade accounts, credit receivables, notes

receivable, book debts and other debts due or accruing due to any Seller as of the
Closing;
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(iii) any refunds due from, or payments due on, claims with the insurers
of any of the Sellers in respect of losses arising prior to the Closing, except as
specifically agreed in writing by the Purchaser;
(iv) the Owned Inventory;
(v) the Owned Equipment;
(vi) the Assigned Contracts, including without limitation, all of the

Governmental and Related Agreements and all management services agreements
of the Sellers;
(vii) the Business Information, subject to Section 2.1(b)(iv) and Section

2.1(b)(v);
(viii) Employee Records, except Employee Records for Employees or

former employees who are not Transferred Employees;
(ix) the Transferred Intellectual Property;
(x) to the extent related to or arising out of or in connection with the

Assets or the Business and except as set forth in Section 2.1(b)(viii), any and all
rights, claims or causes of action of any or all of the Sellers arising out of events
occurring prior to the Closing, including and, for the avoidance of doubt, arising
out of events occurring prior to the Petition Date, and including any rights under
or pursuant to any and all warranties, representations and guarantees made by
suppliers, manufacturers and contractors relating to products sold, or services
provided, to the Sellers (collectively, the “Causes of Action”);
(xi) any proprietary rights in Internet protocol addresses, ideas,

concepts, methods, processes, formulae, models, methodologies, algorithms,
reports, data, customer lists, mailing lists, business plans, market surveys, market
research studies, websites, information contained on drawings and other
documents, information relating to research, development or testing, and
documentation and media constituting, describing or relating to the Intellectual
Property, including memoranda, manuals, technical specifications and other
records wherever created throughout the world, in each case to the extent not
covered by Section 2.1(a)(ix);
(xii) the Consents of any Third Party (including any Government

Entities) (including those listed in Section 2.1(a)(xii) of the Sellers Disclosure
Letter) to the extent transferable at Law;
(xiii) all Products, including all products in development by the Sellers;
(xiv) all pre-paid expenses, including any deposits, but not including any
rights described in Section 2.1(b)(x);
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(xv) all telephone, telex and telephone facsimile numbers and other
directory listings and e-mail and website addresses used in connection with the
Business;
(xvi) all Purchased Deposits;
(xvii) all goodwill associated with the Business or the Assets, including
(A) the right to carry on the Business under the names “Church Street Health
Management,” "Small Smiles" and "FORBA", and (B) all customer lists, files,
data and information relating to past and present customers and prospective
customers of the Business;
(xviii) copies of all Tax Returns and other Tax records, including work
papers and other material supporting information, related to the Assets and the
Business;
(xix) all amounts remaining in the trust accounts referred to in Section

2.1(b)(x) following payments of the reasonable fees and disbursements
contemplated by such Section;
(xx) all rights to Tax refunds, credits or similar benefits relating to the
Assets or the Business;
(xxi) all rights and assets under any Transferred Employee Plan,
including any associated funding media, assets, service agreements, documents
and applicable insurance policies; provided, however, that the Transferred
Employee Plans shall include only those Seller Employee Plans as the Purchaser
notifies the Sellers in writing at least one business day prior to the Auction;
(xxii) all promotional allowances and vendor rebates and similar items;
(xxiii) all bank accounts, safety deposit boxes, lock boxes and the like,
other than the Wind-Down Account and the Escrow Account;
(xxiv) all equity interests held by a Seller, other than equity interests in a
Seller;
(xxv) all Board compliance reports, monitoring reports or similar

documents;
(xxvi) the DIP Loan Documents; and
(xxvii) all other assets (including manufacturing and intangible assets) of

the Sellers not specifically included in the definition of Excluded Assets.
At any time at least one Business Days prior to the date of the Auction, the
Purchaser, in its discretion by written notice to the Sellers, may exclude from being
assigned pursuant hereto any Contracts or Leases (other than any of the Governmental
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and Related Agreements, which shall not be so excluded), and, in such circumstances,
such Contracts or Leases shall not constitute Designated Seller Contracts and shall be
Excluded Seller Contracts and Excluded Assets, and the Purchaser shall not acquire any
rights or assume any Liabilities with respect thereto pursuant to Section 2.1(c) hereof.
Upon the Purchaser's request, the Sellers shall provide additional information as to the
Liabilities under the Contracts and Leases reasonably sufficient for the Purchaser to make
an informed assessment whether to accept an assignment and assumption of such
Contracts or Leases hereunder.
At any time at least one Business Day prior to the date of the Auction, the
Purchaser may, in its discretion by written notice to the Sellers, designate any of the
Assets (other than any of the Governmental and Related Agreements or Causes of Action
(except for Causes of Action related to outstanding plaintiffs claims against the Sellers
which may be Excluded Assets), which shall not be so excluded, and other than Contracts
and Leases, which are addressed in the preceding paragraph) as additional Excluded
Assets, which notice shall set forth in reasonable detail the Assets so designated. The
Sellers acknowledge and agree that there may be a reduction in the Purchase Price if the
Purchaser elects to designate any Assets as Excluded Assets; provided, however, that no
such reduction shall cause the amount of the Purchase Price to be less than the Credit Bid
Amount. Notwithstanding any other provision hereof, the Liabilities of the Sellers under
or related to any Asset duly excluded pursuant to this paragraph will constitute Excluded
Liabilities.
(b) Excluded Assets. Notwithstanding anything in this Section 2.1 or

elsewhere in this Agreement or in any of the Transaction Documents to the contrary, the
Sellers shall retain their respective right, title and interest in and to, and the Purchaser and
the Designated Purchasers shall have no rights with respect to the right, title and interest
of the Sellers in and to, the following assets (collectively, the "Excluded Assets"):
(i) the portion of the Wind-Down Amount used to pay the fees and
expenses incurred in accordance with Section 5.15 in winding-down the Sellers'
estates after the Closing in accordance with the Wind-Down Budget;
(ii) except with respect to any Transferred Employee Plan, all rights
and assets under any Seller Employee Plan;
(iii) other than the Assigned Contracts, any rights of the Sellers under
any Contract or Lease (including, for the avoidance of doubt, the Excluded Seller
Contracts and the Non-Assigned Contracts);
(iv) the minute books and stock ledgers of the Sellers;
(v) (A) the Employee Records for Employees or former employees

who are not Transferred Employees, and (B) such portion of the Business
Information to the extent that the Sellers are required by Law, including Laws
relating to privacy, not to disclose (provided that copies of such information shall
be provided to the Purchaser to the extent permitted by applicable Law);
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(vi) all rights of the Sellers under this Agreement and the other
Transaction Documents;
(vii) all intercompany rights and claims between any Sellers;
(viii) all of the rights and claims available to the Sellers under sections
547 and 548 of the Bankruptcy Code, including any and all proceeds of the
foregoing, in each case other than such rights, claims and Actions against a party
to an Assumed Contract or Assumed Trade Payable;
(ix) all shares, stock or other equity interests in any Seller;
(x) deposits held in one or more (A) trust accounts to secure payment
of the fees and disbursements of the professional advisors of the Sellers in
accordance with the Wind-Down Budget or (B) Escrow Account;
(xi) copies of any book, record, literature, list and any other written or
recorded information constituting Business Information (the original of which has
already been assigned or transferred to the Purchaser or a Designated Purchaser)
to which the Sellers in good faith determine they are reasonably likely to need
access for bona fide legal purposes following the Closing;
(xii) any of Sellers’ director and officer insurance policies, fiduciary

policies or employment practices policies (in each case of the foregoing, including
any tail policies or coverage thereon) and any of Sellers’ rights, claims, demands,
proceedings, credits, causes of action or rights of set off thereunder;
(xiii) all deposits or prepaid expenses paid in connection with or relating

to any Excluded Assets; and
(xiv) the corporate charter, qualifications to conduct business as a

foreign corporation or limited liability, arrangements with registered agents
relating to foreign qualifications, taxpayer and other identification numbers, seals,
and other documents relating to the organization, maintenance and existence of
each Seller as a corporation or a limited liability company, as the case may be.
(c) Assumed Liabilities. On the terms and subject to the conditions set forth
in this Agreement (including Section 2.1(d)), at the Closing, the Purchaser shall, and shall
cause the relevant Designated Purchasers to, assume and become responsible for, and
from and after the Closing the Purchaser shall, and shall cause the relevant Designated
Purchaser to, perform, discharge and pay when due, only the following Liabilities of the
Sellers (the "Assumed Liabilities"):
(i) the Liabilities of the Sellers in respect of trade obligations of the

Sellers accrued or arising in the Ordinary Course on or after the Petition Date in
accordance with the DIP Budget and existing as of immediately prior to the
Closing in an aggregate amount not to exceed $2,300,000 (the "Assumed Trade
Payables");
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(ii) all Liabilities of the Sellers under the Assigned Contracts, but
solely to the extent such Liabilities arise or are required to be performed after the
Closing Date and do not relate to any obligation or Liability incurred prior to the
Closing Date or are otherwise related to a breach or failure to perform by the
Sellers and any Cure Costs payable pursuant to Section 2.1(f) (to the extent
applicable) that Purchaser’s liability for Cure Costs is not expected to exceed and
shall not exceed the aggregate amount set forth in Section 2.1(c)(ii) of the Sellers
Disclosure Letter, the amount in such schedule not to exceed $1,100,000;
provided, that such amount shall be decreased by the amount of the Cure Cost
associated with any Contract or Lease listed on Section 2.1(c)(ii) of the Sellers
Disclosure Letter that is not an Assigned Contract (such amount, as may be
decreased, the "Cure Cost Cap") and Sellers shall pay any overage of such
amount;
(iii) all Liabilities of the Sellers under the Governmental and Related
Contracts, including all principal amounts, accrued interest, fee amounts and other
amounts and obligations due to the United States and the various States
thereunder;
(iv) Liabilities under any Transferred Employee Plan and Liabilities in

respect of employee obligations owed to Transferred Employees, other than the
Excluded Employee Liabilities;
(v) Liabilities owed to the Agent in respect of professional fees and

agency fees as of the Closing Date, to the extent not already paid or fully
accounted for in the Wind-Down Budget and funded by the Wind-Down Amount;
(vi) Liabilities under the DIP Loan Documents, but excluding all
Liabilities flowing from breaches of or other disputes under any DIP Loan
Document occurring or arising prior to the Closing Date; and
(vii) all Liabilities of the Sellers in respect of employee wages, salaries,

commissions, benefits, vacation days, sick days and paid personal days or other
paid-time-off, and all liabilities for withholding, trust fund, sales, use or other
employment-related Taxes obligations and related trust funds, that accrue or arise
in the Ordinary Course in accordance with the DIP Budget on or after the Petition
Date and existing as of immediately prior to the Closing, but not including any
severance obligations and obligations related to certain key employee retention
plans identified by the Purchaser prior to Closing.
(d) Excluded Liabilities. Notwithstanding any provision in this Agreement to

the contrary (including Section 2.1(c)), other than the Assumed Liabilities, neither the
Purchaser nor any of the Designated Purchasers shall assume or shall be obligated to
assume or be obligated to pay, perform or otherwise discharge any Liability of the Sellers
or their Affiliates, and the Sellers shall be solely and exclusively liable with respect to all
Liabilities of the Sellers, including the Excluded Employee Liabilities (collectively, the
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"Excluded Liabilities"). For the avoidance of doubt, the Excluded Liabilities include, but
are not limited to, the following (except as expressly assumed pursuant to Section 2.1(c)):
(i) any Liability of the Sellers arising out of, or relating to, this
Agreement or the transactions contemplated by this Agreement, whether incurred
prior to, at or subsequent to the Closing Date, including all finder’s or broker’s
fees and expenses and any and all fees and expenses of any representatives of the
Sellers;
(ii) any Liability relating to (A) events or conditions occurring or

existing in connection with, or arising out of, the Business as operated prior to the
Closing, or (B) the ownership, possession, use, operation or sale or other
disposition prior to the Closing of any Assets (or any other assets, properties,
rights or interests associated, at any time prior to the Closing, with the Business),
including (x) any obligation or Liability arising out of any Proceeding
commenced against the Sellers or any predecessor or Affiliate of any Seller
arising out of, or relating to, any occurrence or event happening prior to the
Closing; (y) any obligation or Liability arising out of or relating to Products
and/or services of the Sellers or any predecessor or Affiliate of any Seller to the
extent provided, developed, made, manufactured, marketed, sold or distributed
prior to the Closing, including any obligation or Liability for (1) infringement or
misappropriation of Intellectual Property of any Person including those actions
(whether or not filed) set forth in Section 4.6(c) of the Sellers Disclosure Letter;
(2) product Liabilities, and (3) product recalls or similar actions and (z) any
obligation or Liability under any Assigned Contract which arises after the Closing
but which relates to any breach or other dispute occurring or arising prior to the
Closing;
(iii) any Liability to any Person at any time employed by the Sellers or
to any such Person's spouse, children, other dependents or beneficiaries, with
respect to agreements entered into or applicable to or with respect to incidents,
events, exposures or circumstances occurring at any time during the period or
periods of any such Person's employment by the Sellers, whenever such claims
mature or are asserted, including all Liabilities arising (A) under the Seller
Employee Plans (other than Transferred Employee Plans), (B) under any
employment, wage and hour restriction, equal opportunity, discrimination, plant
closing or immigration and naturalization Laws, (C) under any collective
bargaining Laws, agreements or arrangements or (D) in connection with any
workers' compensation or any other employee health, accident, disability or safety
claims;
(iv) any Liability relating to the Assets or the Business based on

actions, activities, incidents, events, conditions or circumstances occurring or
existing prior to the Closing Date and connected with, arising out of or relating to:
(A) Hazardous Materials, Cleanups, Environmental Laws, Environmental Permits
or Environmental Claims, (B) claims relating to employee health and safety,
including claims for injury, sickness, disease or death of any Person or (C)
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compliance with any applicable Law relating to any of the foregoing; in each case
except for any such Liability that may not be discharged by the Sale Order;
(v) without impacting the scope of Section 2.1(d)(iii), any Liability of

the Sellers under Title IV of ERISA or any other pension or retirement Liability
of the Sellers or any Person that could be aggregated with any of the Sellers
pursuant to Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate");
(vi) any Liability for Taxes;
(vii) any Liability incurred by the Sellers or their respective directors,

officers, stockholders, agents or employees (acting in such capacities) after the
Closing;
(viii) any Liability of the Sellers to any Person on account of any Action;
(ix) any Liability relating to or arising out of the ownership or

operation of an Excluded Asset;
(x) any Liability resulting from a Lien that is not a Permitted

Encumbrance;
(xi) any Liability for professional fees or transaction fees owed to any
party, other than any fees owed by the Sellers to the Agent as set forth in Section
2.1(c)(v) and fees to be paid from the Escrow Account; and
(xii) except as expressly assumed in connection with an Assigned

Contract pursuant to Section 2.1(c)(i) or as set forth in Section 2.1(c)(i), any
Indebtedness of any of the Sellers.
The Parties acknowledge and agree that disclosure of any obligation or Liability
in any Section of the Sellers Disclosure Letter shall not create an Assumed Liability or
other Liability of the Purchaser, except where such disclosed obligation has been
expressly assumed as an Assumed Liability in accordance with the provisions of Section
2.1(c) hereof.
(e) Assignment and Assumption of Designated Seller Contracts.
(i) Subject to Section 2.1(f)(i) and the Sale Order, all the Designated
Seller Contracts in force at the Closing shall be assigned by the Sellers to, and
assumed by, the Purchaser or a Designated Purchaser at the Closing pursuant to
Section 2.1(a)(vi).
(ii) The Parties shall use their best efforts to obtain all Consents
required to permit the assignment to the Purchaser or a Designated Purchaser of
the Designated Seller Contracts. In the case of Consents, Leases, Contracts and
other commitments included in the Assets (A) that cannot be transferred or
assigned effectively without the Consent of Third Parties, which Consent has not
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been obtained prior to the Closing (after giving effect to the Sale Order and the
Bankruptcy Laws, or other Order of the Bankruptcy Court permitting the transfer
or assignment thereof), the Sellers shall, subject to any approval of the
Bankruptcy Court that may be required and provided that such expense is
included in the Wind-Down Amount, cooperate with the Purchaser, at the sole
cost and expense of the Sellers, and use their best efforts in endeavoring to obtain
such Consent and, if any such Consent is not obtained, the Sellers shall, during
the four month period following Closing, and subject to any approval of the
Bankruptcy Court that may be required, cooperate with the Purchaser in all
respects and at the Sellers' sole cost and expense, use commercially reasonable
efforts to enter into such arrangements or to seek alternate equitable arrangements
with Third Parties, in each case, as reasonably requested by Purchaser, in order to
ensure that the Purchaser receives substantially similar economic and commercial
rights that it would have possessed had such Lease, Contract or other
commitments been transferred or assigned at the Closing, or (B) that are
otherwise not transferable or assignable (after giving effect to the Sale Order and
the Bankruptcy Laws, or other Order of the Bankruptcy Court permitting the
transfer or assignment thereof), the Sellers shall, during the four (4) month period
following Closing, and subject to any approval of the Bankruptcy Court that may
be required, cooperate with the Purchaser, at the sole cost and expense of the
Sellers, use commercially reasonable efforts (including the exercise of the rights
of the Sellers thereunder) to enter into such arrangements or to seek alternate
equitable arrangements with Third Parties, in each case, as reasonably requested
by Purchaser, in order to ensure that the Purchaser receives substantially similar
economic and commercial rights that it would have possessed had such Lease,
Contract or other commitments been transferred or assigned at the Closing;
provided, however, that nothing in this Section 2.1(e) shall require the Purchaser
to reimburse the Sellers for any attorneys' fees and expenses, as such fees and
expenses will be paid as part of the Wind-Down Amount in accordance with the
Wind-Down Budget.
(f) Cure Costs; Non-Assignable Contracts; Adequate Assurance.
(i) To the extent that any Designated Seller Contract is subject to a

Cure Cost, the Purchaser shall directly pay or otherwise provide for payment of
such Cure Cost to the Contract or Lease party and Sellers shall pay an overage
amount as contemplated by Section 2.1(c)(ii); provided, that the Purchaser shall
not be obligated to pay any Cure Cost in respect of a Non-Assigned Contract.
(ii) To the extent that any Designated Seller Contract is not assignable
under section 365 of the Bankruptcy Code (or, if inapplicable, pursuant to other
applicable Laws or the terms of such Contract or Lease) to the Purchaser or a
Designated Purchaser at the Closing without the Consent of any Third Party
(including a Government Entity), and such Consent has not been obtained
(collectively, the "Non-Assignable Contracts"), this Agreement will not constitute
an assignment thereof, or an attempted assignment thereof, unless any such
Consent is obtained. Any payment to be made in order to obtain any Consent
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required by the terms of any Non-Assignable Contract shall be the sole
responsibility of the Purchaser in its sole discretion.
(iii) Prior to the hearings for the entry of the Stalking Horse and
Bidding Procedures Order, the Purchaser shall take such actions as are reasonably
required to provide adequate assurances of its and the relevant Designated
Purchasers' future performance under each applicable Designated Seller Contract
to the parties thereto in satisfaction of section 365(f)(2)(B) of the Bankruptcy
Code.
(g) Non-Assignable Assets. Notwithstanding anything in this Agreement to

the contrary, if any Consent required to assign any of the Assets pursuant to Section
2.1(h) has not been obtained on or prior to Closing, then, unless such Consent is
subsequently obtained, this Agreement shall not constitute an agreement to sell, transfer
or assign, directly or indirectly, any such Asset or any obligation or benefit arising
thereunder if an attempted direct or indirect sale, transfer or assignment thereof, without
the Consent of a Third Party (including a Government Entity), would constitute a breach,
default, violation or other contravention of the rights of such Third Party or would be
ineffective with respect to any party to a Contract concerning such Asset. For greater
certainty, failure to obtain any such Consent, except as set forth in Section 8.3(h) of the
Sellers Disclosure Letter, shall not entitle the Purchaser to terminate this Agreement or
fail to complete the transactions contemplated hereby or entitle the Purchaser to any
adjustment of the Purchase Price.
(h) Post-Closing Assignment of Contracts. With respect to any Contract

which is not set forth in Section 1.1(a) of the Sellers Disclosure Letter and provided such
Contract has not been rejected by the Sellers pursuant to section 365 of the Bankruptcy
Code, upon written notice(s) from the Purchaser, which notice has been delivered within
120 days after the Closing, to the extent the expense is provided for in the Wind-Down
Amount, the Sellers shall take all actions reasonably necessary to assume and assign to
the Purchaser (or a Designated Purchaser) pursuant to section 365 of the Bankruptcy
Code any Contract(s) set forth in the Purchaser's notice(s); provided, that any applicable
Cure Cost related thereto or any other cost or fee incurred by any Seller in connection
therewith (including reasonable attorney's fees and expenses) shall be satisfied by the
Purchaser in accordance with the terms of Section 2.1(h). The Sellers agree and
acknowledge that (i) they shall provide the Purchaser with reasonable advance notice of
any motion(s) to reject any Contract and (ii) the covenant set forth in this Section 2.1(h)
shall survive for 120 days after the Closing. Notwithstanding anything in this Agreement
to the contrary, on the date any Contract is assigned to and assumed by the Purchaser
pursuant to this Section 2.1(h), such Contract shall be deemed an Assigned Contract and
shall be deemed and treated as such, as the case may be, under the appropriate provisions
and headings for all purposes under this Agreement.
Section 2.2 Purchase Price.
(a) Pursuant to sections 363 and 365 of the Bankruptcy Code, upon the terms
and subject to the conditions set forth in this Agreement, at the Closing the Sellers shall
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transfer, sell, convey, assign and deliver to the Purchaser (or the applicable Designated
Purchaser), and Purchaser shall purchase, acquire and accept, or cause one or more of the
Designated Purchasers to purchase, acquire and accept, from the Sellers, free and clear of
all Liens, Claims and Liabilities (other than the Assumed Liabilities and Permitted
Encumbrances), all of the Assets in consideration for the Purchase Price, including the
Assumed Liabilities.
(b) Purchase Price Allocation. Within 30 days after the Closing, the
Purchaser shall deliver to the Sellers for their respective review and approval, such
approval not to be unreasonably withheld, conditioned or delayed, allocation schedule(s)
(the "Asset Allocation Schedule(s)") allocating the Purchase Price (including specific
allocation of the Assumed Liabilities that are liabilities for federal income Tax purposes)
on a dollar basis among the Sellers and the Assets (but only to the extent of the level of
detail required by Section 1060 of the Code and IRS Form 8594). If the Sellers do not
object to the Asset Allocation Schedule(s) within 20 days after delivery, they shall be
deemed to have approved them. The Asset Allocation Schedule(s) shall be reasonable
and, to the extent applicable, shall be prepared in accordance with Section 1060 of the
Code and the regulations thereunder. The Purchaser and the Sellers will each file IRS
Form 8594, to the extent applicable, and all Tax Returns, in accordance with the Asset
Allocation Schedule(s). To the extent applicable, the Purchaser, on the one hand, and the
Sellers, on the other hand, each agrees to provide the other promptly with any other
information required to complete IRS Form 8594. Subject to the foregoing provisions of
this Section 2.2(b), for U.S. federal, state and local income Tax purposes, the Purchaser
and the Sellers agree that the transactions contemplated by this Agreement shall be
reported in a manner consistent with the terms of this Agreement, including the Asset
Allocation Schedule(s), and that none of them will take any position inconsistent
therewith in any Tax Return, in any refund claim, in any litigation, or otherwise.
Additionally, the Purchaser and the Sellers agree that any subsequent adjustments to the
Purchase Price hereunder shall be reflected in the Asset Allocation Schedule(s) in
accordance with any applicable Tax requirements. If the Asset Allocation Schedule(s) is
disputed by any Government Entity or Tax Authority, the Party receiving notice of such
dispute will promptly notify the other Party, and the Parties will use their reasonable best
efforts to sustain the Asset Allocation Schedule(s). The Parties will share information
and cooperate in good faith to permit the transactions contemplated by this Agreement to
be properly, timely and consistently reported (including in the preparation of IRS Form
8594 and any subsequent adjustments required thereto) and to provide each other with a
copy of any forms required to be submitted to any Government Entity or Tax Authority
within a reasonable period (and in no event less than thirty (30) days) before the filing
due date for such form. In the event of a dispute with respect to any part of the Asset
Allocation Schedule(s), the Purchaser and the Sellers shall attempt to reconcile their
differences and any resolution by them as to any disputed allocation shall be final,
binding and conclusive on the Parties. If the Purchaser and the Sellers are unable to reach
a resolution on such differences within 30 days after the date any such dispute arises, the
Purchaser and the Sellers shall submit the disputed allocations for determination and
resolution to the Bankruptcy Court, which shall be instructed to determine and report to
the Parties, upon such disputed allocations, and such report shall be final, binding and
conclusive on the Parties with respect to the disputed allocations.
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(c) Except as otherwise provided herein or as settled at the Closing, within 30
days after the Closing Date, Seller and the Purchaser shall prorate as of the Closing Date
any amounts which become due and payable after the Closing Date with respect to (i) the
Assigned Contracts and (ii) any utilities. Any such amounts which are not available
within 30 days after the Closing Date shall be similarly prorated as soon as practicable
thereafter.
Section 2.3 Closing.
(a) Closing Date. The completion of the purchase and sale of the Assets and
the assumption of the Assumed Liabilities (the "Closing") shall take place at the New
York, New York offices of Gibson, Dunn & Crutcher LLP, commencing at 10:00 a.m.
local time on a mutually agreed upon date no later than two (2) Business Days after the
day upon which all of the conditions set forth under ARTICLE VIII (other than
conditions to be satisfied at the Closing, but subject to the waiver or fulfillment of those
conditions) have been satisfied or, if permissible, waived by the Sellers and/or the
Purchaser (as applicable), or on such other place, date and time as shall be mutually
agreed upon in writing by the Purchaser and the Sellers (the day on which the Closing
takes place being the "Closing Date").
Legal title, equitable title and risk of loss with respect to the Assets will transfer to
the Purchaser or the relevant Designated Purchaser, and the Assumed Liabilities will be
assumed by the Purchaser and the relevant Designated Purchasers, only at the Closing.
(b) Closing Actions and Deliveries of the Sellers. At the Closing, the Sellers
shall deliver to the Purchaser the following:
(i) duly executed copies of the Transaction Documents to which any

of the Sellers is a party;
(ii) the officer's certificates required to be delivered pursuant to

Section 8.3(a) and Section 8.3(a);
(iii) a statement of the Assumed Trade Payables reasonably acceptable

to the Purchaser certified by an officer of the Sellers;
(iv) a certified copy of the Sale Order;
(v) a receipt for the Purchase Price;
(vi) a duly executed and acknowledged certificate from each Seller, in

form and substance acceptable to the Purchaser and in compliance with the Code
and the treasury regulations thereunder, certifying such facts as to establish that
such Seller is exempt from withholding under Section 1445 of the Code; and
(vii) any other documents reasonably requested by the Purchaser in

order to effect, or evidence the consummation of, the transactions contemplated
herein or otherwise provided for under this Agreement.
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(c) Closing Actions and Deliveries of the Purchaser. At the Closing, the
Purchaser and the Designated Purchasers, if applicable, shall deliver to the Sellers the
following:
(i) duly executed copies of the Transaction Documents to which the

Purchaser or any Designated Purchaser is a party;
(ii) the officer's certificates required to be delivered pursuant to

Section 8.2(a) and Section 8.2(b);
(iii) the Purchase Price; and
(iv) any other documents reasonably requested by the Sellers in order

to effect, or evidence the consummation of, the transactions contemplated herein
or otherwise provided for under this Agreement.
Section 2.4 Designated Purchaser(s).
(a) The Purchaser shall be entitled to designate, in accordance with the terms
and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned
Subsidiaries or Affiliates to (i) purchase specified Assets (including specified Assigned
Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ specified
Transferred Employees on and after the Closing Date (any such Wholly-Owned
Subsidiary or Affiliate of the Purchaser that shall be properly designated by the Purchaser
in accordance with this clause, a "Designated Purchaser"). No such designation shall
relieve the Purchaser of any of its obligations hereunder, and the Purchaser and each
Designated Purchaser shall be jointly and severally liable for any obligations assumed by
any of them hereunder. Any reference to the Purchaser made in this Agreement in
respect of any purchase, assumption or employment referred to in clauses (i) through (iii)
of this Section 2.4(a) shall include reference to the appropriate Designated Purchaser, if
any.
(b) The designation in Section 2.4(a) shall be made by the Purchaser by way
of a written notice to be delivered to the Sellers in no event later than the tenth (10th)
Business Day prior to Closing which written notice shall contain appropriate information
about the Designated Purchaser(s) and shall indicate which Assets, Assumed Liabilities
and Transferred Employees (other than Employees which are transferred by operation of
Law) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or
employ, as applicable, hereunder and include a signed counterpart to this Agreement by
such Designated Purchaser(s) in a form acceptable to the Sellers, agreeing to be bound by
the terms of this Agreement and authorizing the Purchaser to act as such Designated
Purchaser(s)' agent for all purposes hereunder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Sellers as follows:
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Section 3.1 Organization and Corporate Power.
(a) The Purchaser is duly organized and validly existing under the Laws of the
jurisdiction in which it is organized. Each Designated Purchaser is (or will as of Closing
be if not formed or incorporated as of the date hereof) duly organized and validly existing
under the Laws of the jurisdiction in which it is organized. The Purchaser and each
Designated Purchaser is (or will as of Closing be if not formed or incorporated as of the
date hereof) in good standing in each of the jurisdictions in which the ownership or
leasing of its properties or the conduct of its businesses requires such qualification. Each
of the Purchaser and the Designated Purchasers has (or will as of Closing be if not
formed or incorporated as of the date hereof) the requisite corporate or similar power and
authority to enter into, deliver and perform its obligations pursuant to each of the
Transaction Documents to which it is or will become a party.
(b) The Purchaser and each of the Designated Purchasers is (or will as of
Closing be if not formed or incorporated as of the date hereof) qualified to do business
and to own or lease and operate its properties and assets, including the Assets, as
applicable, in each jurisdiction in which the ownership of property or conduct of business
requires it to so qualify, except to the extent that the failure to be so qualified would not
materially hinder, delay or impair the Purchaser's or any such Designated Purchaser's
ability to carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement and the other Transaction Documents to which it is or
will become a party.
Section 3.2 Authorization; Binding Effect; No Breach.
(a) The execution, delivery and performance of each Transaction Document

to which the Purchaser and each any of the Designated Purchasers is a party, or is to be a
party to, by the Purchaser or such Designated Purchaser have been (or will be at the time
of its execution and delivery) duly authorized by the Purchaser and the relevant
Designated Purchasers, as applicable. Assuming due authorization, execution and
delivery by the relevant Sellers, each Transaction Document to which the Purchaser or
any Designated Purchaser is a party constitutes, or upon execution thereof will constitute,
a legal, valid and binding obligation of the Purchaser and each such Designated
Purchaser, as applicable, enforceable against such Person in accordance with its
respective terms, except as such enforceability is limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws now or hereafter in effect
relating to creditors' rights generally or general principles of equity (regardless of
whether considered in a proceeding at Law or in equity).
(b) The execution, delivery and performance by each of the Purchaser and the
Designated Purchasers of the Transaction Documents to which the Purchaser or such
Designated Purchaser is, or on the Closing Date will be, a party do not and will not
conflict with or result in a breach of the terms, conditions or provisions of, constitute a
default under, result in a violation of, or require any Consent (other than the Regulatory
Approvals) or other action by or declaration or notice to any Government Entity pursuant
to (i) the articles, charter, by-laws, partnership agreement or operating agreement of the
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Purchaser or the relevant Designated Purchaser, (ii) any Contract or other document to
which the Purchaser or the relevant Designated Purchaser is a party, (iii) any Laws to
which the Purchaser, the Designated Purchaser, or any of their assets is subject, or (iv)
any Order to which the Purchaser, the Designated Purchaser, or any of their assets is
subject, except, in the case of (ii) and (iii) above, as would not, individually or in the
aggregate, adversely affect the ability of the Purchaser or such Designated Purchasers to
carry out its obligations under, and consummate the transactions contemplated by, this
Agreement and the other Transaction Agreements to which it is or will become a party.
Section 3.3 Brokers. Except for fees and commissions that will be paid by the
Purchaser, no broker, finder or investment banker is entitled to any brokerage, finder's or similar
fee or commission in connection with the transactions contemplated by this Agreement and the
other Transaction Documents based upon arrangements made by or on behalf of the Purchaser or
any of its Affiliates.
Section 3.4 Financial Capability. The Purchaser has, or at the Closing will have,
sufficient funds or financing available to it to pay all expenses, Cure Costs and other amounts to
be paid by the Purchaser or a Designated Purchaser in connection with the transactions
contemplated by this Agreement, and has not incurred any obligation, restriction or Liability that
would materially impair or adversely affect its capability of performing its obligations under this
Agreement.
Section 3.5 Direction Letter; Assignment Agreement. The Direction Letter has been
duly authorized and executed by the necessary Required Lenders and such Required Lenders
have directed the Agent to make the Credit Bid.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Except (a) as set forth in the Sellers Disclosure Letter (as determined in accordance with
Section 10.8) or (b) as disclosed in the Financial Statements, each of the Sellers jointly and
severally represents and warrants to the Purchaser as set forth in this ARTICLE IV:
Section 4.1 Organization and Corporate Power.
(a) Each Seller is duly organized and validly existing under the Laws of the
jurisdiction in which it is organized. Each Seller is in good standing in each of the
jurisdictions in which the ownership or leasing of its properties or the conduct of its
businesses requires such qualification. Subject to the entry of the Stalking Horse and
Bidding Procedures Order and the Sale Order from the Bankruptcy Court in connection
with the transactions contemplated hereby and in the other Transaction Documents
(collectively, the "Bankruptcy Consents"), each of the Sellers has the requisite corporate
or similar power and authority to own or lease and to operate and use the Assets and
carry on the Business as now conducted and to enter into, deliver and perform its
obligations pursuant to each of the Transaction Documents to which it is or will become a
party.
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(b) Each of the Sellers is qualified to do business and to own and operate its
assets, including the Assets, as applicable in each jurisdiction in which its ownership of
property or conduct of business relating to the Business requires it to so qualify.
Section 4.2 Subsidiaries and Investments. The Sellers do not, directly or indirectly,
own, of record or beneficially, any outstanding voting securities, membership interests or other
equity interest in any Person (other than another Seller).
Section 4.3 Authorization; Binding Effect; No Breach.
(a) Subject to the receipt of the Bankruptcy Consents, the execution, delivery
and performance of this Agreement by each Seller has been duly authorized by such
Seller. Subject to receipt of the Bankruptcy Consents, and assuming due authorization,
execution and delivery by the Purchaser, this Agreement will constitute, a legal, valid and
binding obligation of each Seller, enforceable against it in accordance with its terms,
except as such enforceability is limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar Laws now or hereafter in effect relating to
creditors' rights generally or general principles of equity (regardless of whether
considered in a proceeding at Law or in equity).
(b) Subject to the receipt of the Bankruptcy Consents, the execution, delivery
and performance by each Seller of the Transaction Documents to which such Seller is, or
on the Closing Date will be, a party do not and will not conflict with or result in a breach
of the terms, conditions or provisions of, constitute a default under, result in a violation
of, result in the creation or imposition of any Lien upon any of the Assets (other than
Permitted Encumbrances), or require any Consent (other than the Regulatory Approvals
and the Bankruptcy Consents) or other action by or declaration or notice to any
Government Entity pursuant to (i) the articles, charter, by-laws, partnership agreement or
operating agreement of the relevant Sellers, (ii) any Contract to which the relevant Seller
is a party or to which any of its assets is subject, (iii) any Order to which any of the
Sellers or any of the Assets are subject, or (iv) any Laws to which any of the Sellers or
any of the Assets are subject, except, in the case of (ii), (iii) and (iv) above, as would not
materially and adversely affect the Business.
Section 4.4 Title to Tangible Assets; Sufficiency of Assets.
(a) Immediately prior to Closing, the Sellers will have, and, upon delivery to
the Purchaser on the Closing Date of the instruments of transfer contemplated by Section
2.3(b), and subject to the terms of the Sale Order, the Sellers will thereby transfer to the
Purchaser, good, marketable and valid title to, or, in the case of property leased or
licensed by the Sellers, a valid leasehold or licensed interest in, all of the Assets, free and
clear of all Liens, except (i) for the Assumed Liabilities and (ii) for Permitted
Encumbrances.
(b) The tangible Assets, taken as a whole, in all material respects, are in good
operating condition and repair (ordinary wear and tear excepted), suitable for the
purposes for which they are used and intended to be used and constitute all the properties,
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assets and rights that are necessary and sufficient to conduct the Business in the Ordinary
Course substantially in the manner conducted as of the date hereof.
Section 4.5 Material Contracts.
(a) Section 4.5 of the Sellers Disclosure Letter sets forth, as of the date hereof,
a complete list of all of the following Contracts, Leases and any Third Party or
intercompany agreements relating to the Business to which any Seller is a party
(collectively, the "Material Contracts"):
(i) all Contracts (or group of related Contracts) for the lease of
personal property from any Person providing for lease payments in excess of
$25,000 per annum;
(ii) all Contracts (or group of related Contracts) for the purchase or
sale of inventory, spare parts, raw materials, commodities, supplies, products, or
other personal property, or for the furnishing or receipt of goods or services that:
(x) the performance of which will extend over a period of more than one year; (y)
involve consideration or projected consideration in excess of $50,000 per year; or
(z) cannot be cancelled by the applicable Seller without penalty or further
payment and without more than sixty (60) days' notice;
(iii) all Contracts (or group of related Contracts) concerning a

partnership or joint venture or which otherwise involve the sharing of profits,
losses, costs or liabilities in any material fashion between any Seller and any other
Person;
(iv) all Contracts (or group of related Contracts) under which any
Seller has (x) created, incurred, assumed, or guaranteed any Indebtedness in an
amount currently outstanding in excess of $100,000; (y) imposed a Lien (other
than Permitted Encumbrances) on any of its assets, tangible or intangible; or (z)
agreed to indemnify any other Person;
(v) all Seller Employee Plans;
(vi) all collective bargaining agreements or similar such agreements;
(vii) all Contracts for the employment of any Employee or other service
provider on a full-time, part-time, consulting, or other basis or that provides
severance benefits;
(viii) all Contracts relating to Intellectual Property (including Contracts

containing any grants of license under, restrictions on or rights to use or disclose
any Intellectual Property), except for Contracts for Off-the-Shelf Software;
(ix) all “take or pay” Contracts and all Contracts with the Sellers’
respective sales representatives and distributors;
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(x) all Contracts under which any Seller has advanced or loaned any
other Person currently outstanding amounts in the aggregate exceeding $25,000;
(xi) all Contracts between or among any Seller on the one hand, and
any officer, director or equityholder of any Seller or an Affiliate of any Seller, an
Affiliate, or another Seller on the other hand;
(xii) all Contracts relating to settlement, conciliation, leniency or similar

agreement with respect to any Action during the three (3) years prior to the date
of this Agreement;
(xiii) all Contracts for the purchase on or after the date hereof 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 any Seller or any Affiliate of a Seller;
(xiv) all material confidentiality agreements or similar arrangements;
(xv) all Contracts containing (i) any non-competition, non-solicitation

or similar agreements or arrangements or (ii) any “earn-out” or similar
agreements or arrangements;
(xvi) all other Contracts (or group of related Contracts) the performance
of which involves consideration in excess of $100,000 per year;
(xvii) all Contracts that materially restrict any Seller or the Business from
engaging in any business activity anywhere in the world;
(xviii) all Contracts that are management services or similar agreements;
(xix) all Contracts with any Government Entity; and
(xx) all Contracts entered into outside of the Ordinary Course that
involve payment by or to any of the Sellers in excess of $100,000 per annum.
(b) Each of the Material Contracts is, or will be upon Closing, in full force
and effect and is a valid and binding obligation of the Seller party thereto and, to the
Sellers' Knowledge, the other parties thereto, in accordance with its terms and conditions,
except as such enforceability may be limited by the Chapter 11 Cases, bankruptcy,
insolvency or other similar Laws affecting the enforcement of creditors' rights generally
and limitations on the availability of equitable remedies.
(c) The Sellers have provided the Purchaser with true and complete copies of
each of the Contracts required to be disclosed in Section 4.5 of the Sellers Disclosure
Letter.
Section 4.6 Intellectual Property.
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(a) The Sellers own, or have a valid right to use, free and clear of all Liens
(other than Permitted Encumbrances), all Intellectual Property used or held for use in the
Business, substantially in the manner conducted prior to the Petition Date and the
Transferred Intellectual Property shall be owned or available for use by the Purchaser on
identical terms and conditions immediately after the Closing.
(b) Section 4.6(b) of the Sellers Disclosure Letter sets forth a true and
complete list of all Registered Transferred Intellectual Property in all jurisdictions
throughout the world, including (i) Registered Patents; (ii) Registered Trademarks; (iii)
Registered Copyrights; and (iv) Registered Internet domain names, indicating for each
such item the identity of the current applicant or registered owner and the dates and
numbers of registration and/or application therefor. The Sellers are the sole and
exclusive beneficial and record owner of all of the Transferred Intellectual Property, and
all such Transferred Intellectual Property is (A) subsisting, valid, and enforceable, (B)
currently in compliance with any and all formal legal requirements necessary to maintain
the validity and enforceability thereof, and (C) not subject to any outstanding order,
judgment, injunction, decree, ruling or agreement adversely affecting the Sellers' use
thereof or rights thereto, or that would impair the validity or enforceability thereof. The
Registered Transferred Intellectual Property is currently in compliance with any and all
formal legal requirements necessary to record and perfect the Sellers' interest therein and
chain of title thereof.
(c) Except as disclosed on Section 4.6(c) of the Sellers Disclosure Letter, (i)
to the Sellers’ Knowledge, the conduct of the Business (including the Products and
services of the Sellers) does not infringe, misappropriate, or otherwise violate or conflict,
in any material respects, with any Person's Intellectual Property rights, and there has been
no such claim or Action asserted or threatened in the past three (3) years against any
Sellers or, to the Knowledge of the Sellers, any other Person, (ii) there is no Action or
claim pending, asserted or, to the Knowledge of the Sellers, threatened by or against the
Sellers concerning (x) the infringement, misappropriation, violation of or conflict with
any other Person's Intellectual Property by any Products or services of the Sellers, (y) the
ownership, validity, registerability, enforceability or use of any Transferred Intellectual
Property, or (z) the Sellers’ licensed right to use any Intellectual Property, and the Sellers
have not received any notification that a license under any other Person's Intellectual
Property (other than licenses to which any Seller is a party as of the date hereof,
including those included in the Material Contracts) is or may be required to operate the
Business, substantially in the manner conducted prior to the Petition Date, and (iii) to the
Sellers’ Knowledge, no Person is infringing, misappropriating, or otherwise violating or
conflicting with any Transferred Intellectual Property, and no such claims or Actions
have been asserted or threatened against any Person by the Sellers in the past three (3)
years.
(d) The Sellers have taken commercially reasonable measures to protect the
confidentiality of Trade Secrets used or held for use in the operation of the Business,
including the source code for any Software owned by or licensed to the Sellers, and to
maintain the value of such Trade Secrets. No Trade Secrets have been disclosed by the
Sellers to or, to the Knowledge of the Sellers, discovered by any Person except pursuant
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to non-disclosure or license agreements that obligate such Person to keep such Trade
Secrets confidential and with respect to which, to the Knowledge of the Sellers, no party
thereto is in material default thereunder and no condition exists that with notice or the
lapse of time or both could constitute a material default thereunder.
(e) To the Sellers’ Knowledge, no senior executive of the Sellers, and no

employee, contractor or agent of the Sellers is in default or breach of any term of any
non-disclosure agreement, assignment of invention agreement or the provisions of any
other agreement relating to the protection, ownership, development, use or transfer of the
Transferred Intellectual Property.
(f) Section 4.6(f) of the Sellers Disclosure Letter sets forth a true and
complete list of and accurately identifies all (i) Owned Software and (ii) Software that is
used by the Sellers in the operation of the Business (other than Off-the-Shelf Software)
and that is licensed to the Sellers.
(g) Neither the negotiation, execution, delivery or performance of this

Agreement or the Ancillary Agreements, nor the consummation of the transactions
contemplated by this Agreement, will result in (i) the grant or transfer to any Third Party
of any license or other interest under, the abandonment, assignment to any Third Party, or
modification or loss of any rights with respect to, or the creation of any Lien on, any
Transferred Intellectual Property, or (ii) Purchaser being obligated to (1) pay any
royalties, honoraria, fees or other payments to any Person in excess of those payable by
such party prior to the Closing, or (2) provide or offer any discounts or other reduced
payment obligations to any Person in excess of those provided to such Person prior to the
Closing.
(h) The IT Assets owned or used by the Sellers are adequate for, and operate
and perform in all material respects in accordance with their documentation and
functional specifications and otherwise as required in connection with, the operation of
the Business. The Sellers have implemented reasonable backup, security and disaster
recovery measures and technology consistent with industry practices, and no Person has
gained unauthorized access to any IT Assets of the Sellers.
(i) No Seller is party to any agreement or is otherwise obligated to indemnify

any other Person against any claim of infringement, misappropriation or other violation
of or conflict with the Intellectual Property rights of any Third Party, other than
customary indemnities agreed to in the Ordinary Course.
Section 4.7 Litigation. Except as set forth on Section 4.8 of the Sellers Disclosure
Letter, (and excluding the Chapter 11 Cases), there is no Action pending or, to the Knowledge of
the Sellers, threatened before any Government Entity or arbitration tribunal against any Seller
involving the Business or Assets, that would be reasonably expected to have a Material Adverse
Effect.
Section 4.8 Financial Statements. Attached hereto as Section 4.8 of the Sellers
Disclosure Letter, are copies of the Sellers' (i) audited consolidated balance sheets as at
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December 31, 2010 and related consolidated audited statements of income or operations,
shareholders' equity and cash flows for the year ended as of such date, and (ii) unaudited
consolidated balance sheet as at December 31, 2011 and related consolidated unaudited
statements of income or operations, shareholders' equity and cash flow for the year ended as of
such date ((i) and (ii) collectively, the "Year-end Financial Statements") and the unaudited
monthly management statements of results of operations of the Business for the month ending
January 31, 2012 (together with the Year-end Financial Statements, the "Financial Statements").
The Financial Statements were prepared in accordance with GAAP, consistently applied and
maintained throughout the periods indicated, and in accordance with and consistent with the
Sellers' books and records, and present fairly, in all material respects, the consolidated financial
position of the Sellers as at their respective dates and the consolidated results of their operations
and cash flows for such periods, all as required and in conformity with GAAP and subject to
normal recurring year-end adjustments and the absence of notes, the effect of which are not,
individually or in the aggregate, material.
Section 4.9 Compliance with Laws; Consents. Except as disclosed in Section 4.8 of
the Sellers Disclosure Letter or as disclosed in a signed writing delivered by Church Street to the
administrative agent under the DIP Credit Agreement on or within nine months prior to the date
of this Agreement:
(a) Each Seller, and to the Knowledge of the Sellers, each Practice, is in
compliance in all material respects with all Healthcare Laws applicable to it, its products
and its properties or other assets or the Business, including its provision of professional
services, except as would not reasonably be expected to have a Material Adverse Effect.
(b) Each Seller and, to the Knowledge of the Sellers, each Practice (to the
extent required), has in effect all necessary and material permits and accreditations,
including, without limitation, all permits and accreditations necessary for it to own, lease
or operate its properties and other assets and to carry on the Business, including its
provision of professional services, as presently conducted. All such permits and
accreditations are valid and in full force and effect and there is no default under, or
violation of, any such permits or accreditations, except as would not reasonably be
expected to have a Material Adverse Effect. No action, demand, requirement or, to the
Knowledge of the Sellers, investigation by any Government Entity and no suit, action or
proceeding by any other person, in each case with respect to any Seller or any Practice, or
any of their respective properties or other assets relating to the provision of professional
services under any applicable Law, is pending or, to the Knowledge of the Sellers,
threatened, except as would not reasonably be expected to have a Material Adverse
Effect.
(c) No Seller nor, to Sellers’ Knowledge, any of the Practices or any officer,
Affiliate, Subsidiary, employee or agent of any Seller (in their capacity as such acting on
behalf of any Seller), has made an untrue statement of a material fact or fraudulent
statement to any Government Entity, failed to disclose a material fact required to any
Government Entity, or committed an act, made a statement of a material fact, or failed to
make a statement of a material fact related to the Business, including its provision of
professional services, that, at the time such disclosure was made, would reasonably be
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expected to constitute a violation of any Healthcare Law, except as would not reasonably
be expected to have a Material Adverse Effect. Neither any Seller nor, to Sellers’
Knowledge, any of the Practices, nor any officer, Affiliate, employee or agent of any
Seller (in their capacity as such acting on behalf of any Seller), has made any untrue
statement of material fact regarding claims incurred but not reported, that, at the time
such material statement was made, would reasonably be expected to constitute a violation
of any Healthcare Law, except as would not reasonably be expected to have a Material
Adverse Effect.
(d) Each Practice (to the extent required) has the requisite provider number or
other permit to bill the respective Medicaid program in the state or states in which such
entity operates, and all other Third Party Payor Programs (as defined below), that each
Seller and such Practice currently bill. There is no action, or to Sellers’ Knowledge,
investigation, audit, claim or review pending or, to Sellers’ Knowledge, threatened which
could reasonably be expected to result in a revocation, suspension, termination,
probation, material restriction, material limitation or non-renewal of any Third Party
Payor (as defined below) provider number or result in any Practices’ exclusion from any
Third Party Payor Program, except as would not reasonably be expected to have a
Material Adverse Effect. To Sellers’ Knowledge, no Practice has billed or received any
payment or reimbursement in excess of amounts allowed by any Healthcare Law or other
applicable Law, except overpayments received and refunded in the ordinary course of
business, except as would not reasonably be expected to have a Material Adverse Effect.
For purposes of this Agreement, a “Third Party Payor” means Medicaid, TRICARE, state
government insurers, private insurers and any other person or entity which presently or in
the future maintains Third Party Payor Programs. In addition, for purposes of this
Agreement, “Third Party Payor Programs” means all third party payor programs in which
each Seller and each Practice participates (including, without limitation, Medicaid,
TRICARE, SCHIP Programs or any other federal or state health care programs, as well as
managed care plans, or any other private insurance programs).
(e) To the Sellers’ Knowledge, there are no facts, circumstances or conditions

that would reasonably be expected to form the basis for any material investigation, suit,
claim, audit (except in the ordinary course), action (legal or regulatory) or proceeding
(legal or regulatory) by a Government Entity against any Seller or, to Sellers’
Knowledge, any of the Practices relating to any of the Healthcare Laws that would
reasonably be expected to have a Material Adverse Effect. Except for the OIG-CIA and
the NY-CIA, no Seller or any Practice is subject to the terms of a corporate integrity
agreement with a Government Entity.
(f) No Seller nor, to the Sellers’ Knowledge, any Practice is a party to any
contract, lease agreement or other arrangement (including any joint venture or consulting
agreement) with any dentist, orthodontist, physician, health care facility, hospital, nursing
facility, home health agency or other Person who is in a position to make or influence
referrals to any Practice to or otherwise generate business to provide services, lease
space, lease equipment or engage in any other venture or activity, other than contracts,
agreements or other arrangements which are in compliance with all applicable Healthcare
Laws except as would not reasonably to have a Material Adverse Effect. No Seller, nor,
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to the Sellers’ Knowledge, any Person acting on behalf or any Seller or any Subsidiary,
directly or indirectly: (i) offered or paid any remuneration, in cash or in kind, to, or made
any financial arrangements with, any past, present or potential patient, supplier, medical
staff member, contractor or Third Party Payor of the Sellers or any Practice in order to
illegally obtain business or payments from such Person; (ii) has given or agreed to give,
or is aware that there has been made or that there is any illegal agreement to make, any
illegal gift or gratuitous payment of any kind, nature or description (whether in money,
property or services) to any past, present or potential patient, supplier, contractor, Third
Party Payor or any other Person; (iii) made or agreed to make, or is aware that there has
been made or that there is any agreement to make, any contribution, payment or gift of
funds or property to, or for the private use of, any governmental official, employee or
agent where either the contribution, payment or gift or the purpose of such contribution,
payment or gift is or was illegal under the laws of any Government Entity having
jurisdiction over such payment, contribution or gift; (iv) established or maintained any
unrecorded fund or asset for any purpose or made any misleading, false or artificial
entries on any of its books or records for any reason; or (v) made, or agreed to make, or is
aware that there has been made or that there is any agreement to make, any payment to
any Person with the intention or understanding that any part of such payment would be
used or was given for any purpose other than that described in the documents supporting
such payment, except in all cases as would not reasonably be expected to have a Material
Adverse Effect.
(g) Without limiting the generality of clause (f) above, to the Sellers’
Knowledge, each Practice that is a participating provider of services under Third Party
Payor Programs is in compliance in all material respects with the conditions for
participation and reimbursement under the Medicaid programs, the federal and state
regulations thereunder, and the conditions for participation and reimbursement
established by third party Medicaid administrators and other federal agents, state agents,
and private payors, except where such noncompliance would not reasonably be expected
to have a Material Adverse Effect. No Seller is a participating provider of services under
Third Party Payor Programs.
(h) Each of the Practices have entered into provider agreements with
Medicaid, other federal and state programs, and private insurers to the extent required by
any Government Entity to engage in the Business as presently conducted, except where
failure to do so would not reasonably be expected to have a Material Adverse Effect. The
provider agreements relating to the requisite provider numbers for such Practice are in
full force and effect, and to the Sellers’ Knowledge, there is no threatened or reasonably
expected withdrawal of such provider agreements. There are no Medicare or Medicaid
termination or exclusion proceedings currently pending with respect to any of the Sellers
or any Practice, and, to the Sellers’ Knowledge, no current Employee or independent
contractor of any Seller or of any Practice, has been excluded from participating in
Medicare or Medicaid or any similar federal healthcare programs, and, to the Sellers’
Knowledge, no proceedings are underway to so exclude any such current Employee or
independent contractor, except in each case as would not reasonably be expected to have
a Material Adverse Effect.
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(i) To the extent required by any Government Entity to engage in the
Business as presently conducted, each Practice (to the extent such entity participates in
Medicaid programs) currently maintains certifications by the Centers for Medicare &
Medicaid Services, except where the failure to have such Governmental Authorization
would not reasonably be expected to have a Material Adverse Effect. To the extent
required by any Government Entity to engage in the Business as presently conducted,
each Practice (to the extent such entity participates in Medicaid programs) is duly
certified and authorized to provide services under Medicaid programs and is eligible for
reimbursement thereunder, except where the failure to have such Governmental
Authorization would not reasonably be expected to have a Material Adverse Effect.
(j) Except as would not reasonably be expected to have a Material Adverse

Effect, there are no judgments, lawsuits, actions, proceedings, claims, complaints,
injunctions, orders or, to the Sellers’ Knowledge, investigations pending, or to Sellers’
Knowledge, threatened (either orally or in writing) against any Seller, or to the
Knowledge of the Sellers, any Practice, by or before any Government Entity with respect
to the Medicaid program. Within the past three (3) years, no Seller nor, to Sellers’
Knowledge, any Practice has received any written notice or other communication from
any Government Entity regarding any actual or alleged violation in any material respect
of, or failure to comply in any material respect with, any of the requirements of any
applicable Healthcare Laws (excluding any such actual or alleged violation or failure to
comply that was resolved pursuant to the Federal Settlement Agreement and the State
Settlement Agreement) except as would not reasonably be expected to have a Material
Adverse Effect.
(k) Each Seller and each Practice is in compliance in all material respects with
the DOJ Settlement, OIG-CIA and NY-CIA.
(l) Each Seller and each Practice has timely filed all material filings, reports,
billings and claims required to be filed in accordance with governmental and private
programs, with third party administrators and state programs and other insurance carriers
and all such filings, reports, billings and claims are complete and accurate in all material
respects and have been prepared in compliance in all material respects with all applicable
Healthcare Laws, rules and regulations governing reimbursement and payment of claims,
except in each case as would not reasonably be expected to have a Material Adverse
Effect. Each Seller and each Practice has paid, is paying in the Ordinary Course or has
caused to be paid all known and undisputed refunds, overpayments or adjustments
relating to a Practice, and, there are no pending appeals, adjustments, challenges or audits
of any such reports, billings or claims, except in each case as would not reasonably be
expected to have a Material Adverse Effect.
(m) To the Sellers’ Knowledge, no Seller and no Practice currently employs

any officer, manager or Employee excluded from a federal health care program pursuant
to Section 1128 and 1156 of the Social Security Act, 42 U.S.C. §§ 1320a 7, 1320c 5,
except as would not reasonably be expected to have a Material Adverse Effect.
Section 4.10 Real Property.
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(a) None of the Sellers own, or has ever owned, any fee real property.
(b) Section 4.10(a) of the Sellers Disclosure Letter sets forth all unexpired
leases, licenses or other occupancy agreements (collectively, the "Leases") (or other
property interests) for real property under which any Seller is a lessee, licensee or
occupant (the "Leased Real Property").
(c) The Sellers have received or will receive prior to Closing all Third Party
Consents that are necessary pursuant to the Leases for the assignment thereof to the
Purchaser, and the present use of the Leased Real Property does not violate the Third
Party Consents applicable thereto, except where the failure to receive, or violation of, a
Third Party Consent would not reasonably be expected to have a Material Adverse Effect.
(d) No Seller has received written notice of, nor, to the Sellers' Knowledge, is
there pending or threatened, (i) any condemnation, expropriation or other proceeding in
eminent domain or any similar proceeding affecting any Seller's interest in Leased Real
Property, (ii) any proceeding to change the zoning classification of any portion of the
Leased Real Property or (iii) any imposition by a Government Entity of any special
assessments for public betterments affecting the Leased Real Property, which in any case
would reasonably be expected to have a Material Adverse Effect.
(e) The present uses of the Leased Real Property by the Sellers are in
compliance with, and not in default under or in violation of, any building, zoning, land
use, public health, public safety, sewage, water, sanitation or other comparable Law,
except for such noncompliance, default or violation that would not reasonably be
(f) Upon entry of the Sale Order and payment of the Cure Costs, (i) no Seller
will be in breach or default of its obligations under any of the Leases; (ii) no condition
exists that with notice or lapse of time or both would constitute a default under any of the
Leases; (iii) no Seller has been disturbed in any material respect in its possession and
quiet enjoyment of the Leased Real Property under any Lease; (iv) no security deposit or
portion thereof deposited with respect to any Lease has been applied in respect of a
breach or default under such Lease which has not been redeposited in full; (v) no Seller
owes, or will in the future owe, any brokerage commissions or finder's fees with respect
to any Lease; (vi) no other party to any Lease is an Affiliate of, or otherwise has an
economic interest in, any Seller; (vii) no Seller has subleased, licensed or otherwise
granted any Person the right to use or occupy such Leased Real Property or any portion
thereof; (viii) no Seller has collaterally assigned or granted any other security interest in
any Lease or any interest therein; and (ix) there are no Liens, other than Permitted Liens,
on any Seller's estate or interest created by any Lease.
(g) The Sellers have not given notice to, or received notice from, any
landlords of any defaults in connection with the Leases that has not been cured as of the
date hereof.
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(h) To the Knowledge of the Sellers, there are no material defects or
deficiencies in the buildings and other structures that are subject to the Leases that
adversely affect the Business.
Section 4.11 Environmental Matters.
(a) Except as would not reasonably be expected to have a Material Adverse

Effect,
(i) The Business of the Sellers, the Assets, and (to the Knowledge of
the Sellers) the Leased Real Property are and have been in compliance with
Environmental Laws and the Sellers have obtained and are in compliance with all
Environmental Permits. The Sellers have not received any written
communication, whether from a Government Entity, citizens group, employee or
otherwise, alleging that the Business, the Assets, or the Leased Real Property is
not in such compliance, and there are no present or, to the Knowledge of the
Sellers, past actions, activities, circumstances, conditions, events or incidents with
respect to the Business, the Assets, or the Leased Real Property that would
reasonably be expected to prevent or interfere with such compliance in the future
under current Environmental Laws.
(ii) There are no Environmental Claims relating to the Business or the

Assets pending or, to the Knowledge of the Sellers, threatened against any Seller
or Person whose liability for any Environmental Claim the Sellers have or may
have retained or assumed contractually or by operation of Law. There are no
present or, to the Knowledge of the Sellers, past actions, activities, circumstances,
conditions, events or incidents, including the Release, threatened Release or
presence of, or exposure to, any Hazardous Material, which would reasonably be
expected to form the basis of any Environmental Claim relating to the Business or
the Assets against the Sellers, or to the Knowledge of the Sellers, against any
Person whose liability for any such Environmental Claim any Seller has or may
have retained or assumed either contractually or by operation of Law.
(iii) No Hazardous Materials are present at, on or, to the Knowledge of

the Sellers, under or adjacent to the Leased Real Property that are reasonably
anticipated to result in Liabilities, including obligations for investigation or
remediation, to any Seller pursuant to Environmental Laws.
(iv) The Sellers in connection with the Assets or the Business are not
conducting or funding any Cleanup. To the Knowledge of the Sellers, there are
no Cleanups being conducted at any of the Leased Real Property. The Sellers in
connection with the Assets or the Business are not subject or a party to any Order
relating to Hazardous Materials, Cleanups, Environmental Laws or Environmental
Permits.
(b) The Sellers have delivered or otherwise made available for inspection to
the Purchaser copies of all material reports, studies, audits, analyses, tests, monitoring
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data, Environmental Permits, or documents possessed by the Sellers pertaining to any
environmental matter with respect to the Assets, the Leased Real Property or the
Business.
Section 4.12 Labor and Employee Benefits Matters.
(a) Section 4.12(a) of the Sellers Disclosure Letter contains an accurate and
complete list of all Seller Employee Plans. The Sellers have provided the Purchaser with
a complete and current copy of the plan document of each Seller Employee Plan listed in
Section 4.12(a) of the Sellers Disclosure Letter or, if such plan document does not exist,
an accurate written summary of such Seller Employee Plan, together with all booklets
and communications concerning the Seller Employee Plans having been provided to
persons entitled to benefits under such plans. In addition, the Sellers have provided the
Purchaser with true and complete copies of (i) the most recently filed IRS Form 5500,
including all schedules thereto, (ii) the most recent determination letter from the IRS, if
applicable, and (iii) all current trust agreements, insurance contracts, financial statements
and other documents relating to the funding or payment of benefits under any Seller
Employee Plan.
(b) The information contained in Section 4.12(b) of the Sellers Disclosure

Letter in respect of the Employees (the "Employee Information") is accurate in all
material respects as of the date hereof and contains an accurate and complete list of the
names, job classifications, dates of hire, wage rates, base compensation, and any
supplemental or bonus compensation (including any retention or stay bonus
arrangements) for all persons employed by or providing independent contract services to
the Sellers including: (i) full information about each Seller's obligations to make current
wage or salary payments to employees who are terminable at will and without notice, and
(ii) all other commitments that exist with respect to employees or independent contractors
service providers, whether oral or in writing, including all collective bargaining
agreements, employment agreements, consulting agreements, independent contractor
agreements, retainers and severance agreements, under which any Seller has any
obligation to provide wages, salary, commissions, or other compensation, remuneration
or benefits to any employee, former employee, consultant or contractor. No Seller is in
default with respect to any material obligation to any of such employees or independent
contract service providers.
(c) There has not been for a period of twenty-four (24) consecutive months
prior to the date hereof, any actual, or to the Sellers' Knowledge, threatened strike,
arbitration, labor dispute or grievance under any collective bargaining agreement or
similar such agreement, slowdown, lockout, picketing or work stoppage against or
affecting the Sellers. No Seller is party to or bound by any collective bargaining
agreement (or otherwise have any material relationship with any labor organization in
connection with the Business in any manner whatsoever) and for a period of twenty-four
(24) consecutive months prior to the date hereof, no petition has been filed or
proceedings instituted by a union, collective bargaining agent, employee or group of
employees with any Government Entity seeking recognition or certification of a
collective bargaining agent with respect to any Employees, and, to the Sellers'
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Knowledge, no such organizational effort is currently being made or has been threatened
by or on behalf of any union, employee, group of employees or collective bargaining
agent to organize any Employees.
(d) With respect to each Transferred Employee Plan: (i) if intended to qualify
under Section 401(a), 401(k) or 403(a) of the Code, such plan and the related trust has
received a favorable determination letter from the IRS that has not been revoked, or an
application for such a favorable determination letter is pending, and nothing has
happened since the date of such letter that would reasonably be expected to adversely
affect the qualified status of such plan; (ii) it is and has been established, registered,
amended, funded, administered and invested in compliance with its terms and applicable
Law and the Sellers have not received any notice from any Person or Government Entity
questioning or challenging such compliance; (iii) there is no investigation by a
Government Entity nor any pending or, to Seller's Knowledge, threatened claims against,
by or on behalf of any Transferred Employee Plan or the assets, fiduciaries or
administrators thereof (other than routine claims for benefits), and to the Knowledge of
the Sellers no fact exists which could reasonably be expected to give rise to any such
investigation or claim; (iv) there has been no pending or, to the Sellers’ Knowledge,
threatened action with respect to any Seller Employee Plan (other than routine claims for
benefits in the Ordinary Course); and (v) all required employee and employer
contributions, premiums and expenses, to or in respect of, such Transferred Employee
Plans have been timely paid in full.
(e) The Sellers have no formal plan and have made no promise or
commitment, whether legally binding or not, to create any additional Seller Employee
Plan, or to improve or change the benefits provided under any Seller Employee Plan.
(f) All data necessary to administer each Transferred Employee Plan is in the
possession of the Sellers or their agents and is in a form which is sufficient for the proper
administration of the Transferred Employee Plan in accordance with its terms and all
Laws and such data is complete and correct.
(g) There are no unfunded Liabilities in respect of any Transferred Employee

Plans.
(h) There is no entity, other than the Sellers and Practices or their Affiliates,
participating in any of the Transferred Employee Plans.
(i) No Seller Employee Plan is, or in the past six years was, subject to Title
IV of ERISA, and none of the Sellers nor or any of their ERISA Affiliates has any
Liability with respect to Title IV of ERISA, including on account of a multiemployer
plan (within the meaning of Section 3(37) of ERISA). Certain of the Seller Employee
Plans are maintained by more than one employer within the meaning of Section 413(c) of
the Code (i.e., multiemployer plans).
(j) Except as may be required upon the disposition of a Seller Employee Plan
that is not a Transferred Employee Plan, pursuant to Section 7.2, the consummation of
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the transactions contemplated by this Agreement (whether alone or together with any
other event) will not entitle any Employee or former employee of the Business to
severance pay, unemployment compensation or any other payment or accelerate the time
of payment or vesting, or increase the amount of compensation due any such Employee
or former employee.
(k) No Transferred Employee Plan provides benefits, including without

limitation death or medical benefits (whether or not insured), beyond retirement or other
termination of service, other than health care continuation coverage required by Section
4980B of the Code for which the covered individual pays the full cost of coverage.
(l) The Sellers are in compliance in all material respects with all applicable
Laws respecting employment and employment practices, including all Laws respecting
terms and conditions of employment, health and safety, wages and hours, worker
classifications, child labor, immigration, employment discrimination, disability rights or
benefits, equal opportunity, pay equity (including maintenance of pay equity),
Government Entity sponsored plans, including pension, social security, parental
insurance, prescription drugs and similar plans, plant closures and layoffs, affirmative
action, workers' compensation, labor relations, employee leave issues and unemployment
insurance.
(m) During the past five (5) years the Sellers have not received (i) notice of
any unfair labor practice charge or of any complaint pending or threatened before the
National Labor Relations Board or any other Government Entity against it, (ii) notice of
any charge or complaint with respect to or relating to it pending before the Equal
Employment Opportunity Commission or any other Government Entity responsible for
the prevention of unlawful employment practices, (iii) notice of the intent of any
Government Entity responsible for the enforcement of labor, employment, wages and
hours of work, pay equity, human rights, worker classification, child labor, immigration,
or occupational safety and health laws to conduct an inspection or investigation with
respect to or relating to it or notice that such inspection or investigation is in progress,
(iv) notice of violation, infringement, breach or lack of compliance by any Government
Entity responsible for the enforcement of labor, employment, wages and hours of work,
pay equity, human rights, worker classification, child labor, immigration, or occupational
safety and health Laws, or (v) notice of any complaint, lawsuit or other proceeding of any
kind pending or, to Sellers’ Knowledge, threatened in any forum by any Government
Entity, by any union or bargaining agent, or by or on behalf of any Employee or former
employee, any applicant for employment or classes of the foregoing alleging breach of
any express or implied contract of employment, any applicable Law governing labor,
employment, wages and hours or work, pay equity, human rights, worker classification,
child labor, immigration or occupation safety and health or the termination of
employment or any discriminatory, wrongful or tortious conduct in connection with the
employment relationship.
(n) To the Knowledge of the Sellers, no Employee is in any respect in

material violation of any nondisclosure agreement, common law nondisclosure
obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other
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obligation to a former employer of any such Employee relating (i) to the right of any such
Employee to be employed by the Business or (ii) to the knowledge or use of trade secrets
or proprietary information, or any obligations of the same nature contained in any
employment agreement.
(o) To the Knowledge of the Sellers, no Employee whose annual salary

exceeds $100,000 has notified any Seller that he or she intends to terminate his or her
employment.
(p) The execution of this Agreement and the consummation of the

transactions contemplated by this Agreement will not result in any breach or other
violation of any employment agreement, consulting agreement or any other labor-related
agreement.
(q) As of the date hereof, none of the Sellers has taken any action that could
reasonably be expected to result in a "plant closing" or "mass layoff” (within the meaning
of the Worker Adjustment and Retraining Notification Act of 1988, as amended (together
with any applicable state or local equivalent, collectively, the "WARN Act"), or any
similar applicable Law with respect to any current or former employee associated with
the Business.
Section 4.13 Taxes. Sellers have (a) each timely filed all Tax Returns required to be
filed with the appropriate Government Entity or Tax Authority in all jurisdictions in which such
Tax Returns are required to be filed (taking into account any extension of time to file granted, or
to be obtained on behalf of, the Sellers), and such Tax Returns were complete and accurate in all
material respects; (b) paid, collected and remitted all Taxes owed by, or required to be collected
and remitted by, any of the Sellers, whether or not shown as due on any Tax Return; and (c) duly
and on a timely basis withheld from any amount paid or credited to any Person the amount of
any Taxes required by Law to be withheld therefrom and have duly and on a timely basis
remitted such amounts as required by Law. To Seller’s Knowledge, no material examination of
any Tax Return of the Sellers is currently in progress by any Government Entity or Tax
Authority; no material unresolved adjustment has been proposed in writing with respect to any
such Tax Returns by any Government Entity or Tax Authority; no material unresolved claim has
been made in writing by any Government Entity or Tax Authority in a jurisdiction where the
Sellers do not file Tax Returns that any Seller is or may be subject to Taxes by that jurisdiction
for Taxes; and there no Liens for Taxes, other than Permitted Encumbrances. There are no
current or pending administrative or court proceedings for the assessment, adjustment or
collection of Taxes of the Sellers or relating to the Business or the Assets. There is no currently
effective extension or waiver of the application of any statute of limitations of any jurisdiction
regarding the assessment or collection of any Taxes of the Sellers or relating to the Business or
the Assets.
Section 4.14 Absence of Certain Developments. Except as required by applicable Law

or GAAP, or as a result of, or in connection with, the Chapter 11 Cases, since December 31,
2011: (a) there have not occurred any facts, conditions, changes, violations, inaccuracies,
circumstances, effects or events that would result in damage, destruction or losses to the Assets,
whether covered by insurance or not, having an aggregate cost of $50,000; and (b) no Seller (to
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the extent it relates solely to the Assets) has taken any action in contravention of Section 5.7
except as expressly contemplated by this Agreement or any other Transaction Documents.
Section 4.15 No Undisclosed Liabilities. The Sellers do not have any Liabilities,
except Liabilities (a) reflected or reserved against in the Financial Statements; (b) incurred in the
Ordinary Course and not required under GAAP to be reflected in the Financial Statements;
(c) incurred in connection with the DIP Credit Agreement; (d) incurred since December 31, 2011
in the Ordinary Course or as required by applicable Law; (e) incurred in connection with this
Agreement or the transactions contemplated hereby; or (f) which individually or in the aggregate
(not including Liabilities referred to in clauses (a) through (e) above) would not reasonably be
Section 4.16 Suppliers. Section 4.16 of the Sellers Disclosure Letter sets forth a true,
complete and correct list of the Sellers,’ collectively, ten (10) largest vendors by dollar amount
for the fiscal year ended December 31, 2011 (excluding professionals, advisors and consultants) .
No Seller has received any notice or has any reason to believe that any material supplier to the
Sellers will stop, materially decrease the rate of, or materially change the terms (whether related
to payment, price or otherwise) with respect to, supplying materials, products or services to such
Seller (whether as a result of the consummation of the transactions contemplated hereby or
otherwise).
Section 4.17 Affiliate Transactions. No Affiliate, officer, director or executive of any

Seller (other than any other Seller) (a) is a competitor, creditor, debtor, customer, distributor,
supplier or vendor of any Seller, (b) is a party to any Material Contract with any Seller that
results in payment or receipt by the Business of more than $50,000 per annum in the aggregate
(other than in such Person's capacity as an employee of any of the Sellers), (c) has any Action
against any Seller, (d) has a loan outstanding from any Seller, or (e) has any interest in or owns
any assets, tangible or intangible, that are used in the Business.
Section 4.18 Cure Costs. Section 4.18 of the Sellers Disclosure Letter sets forth, as of
the date hereof, all of the Sellers’ proposed Cure Costs to be paid with respect to the Assigned
Contracts.
Section 4.19 Owned Inventory. The Owned Inventory, in all material respects,
(a) consists of materials and goods useable or saleable in the Ordinary Course (taking into
account, without limitation, the quantity and quality of the Owned Inventory), and (b) is not
defective, slow moving, obsolete or damaged. None of the Owned Inventory is subject to any
consignment, bailment, warehousing or similar agreement.
Section 4.20 Bank Accounts Schedule. Section 4.18 of the Sellers Disclosure Letter
lists all bank accounts, safety deposit boxes and lock boxes (designating each authorized
signatory with respect thereto) for each Seller.
Section 4.21 Powers of Attorney. Except for powers of attorney granted to legal
counsel in the Ordinary Course with respect to the owned Registered Intellectual Property, there
are no outstanding powers of attorney executed on behalf of any Seller with respect to the
Business.
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Section 4.22 Brokers; Advisors Fees. Except for fees and commissions that will be
paid or otherwise settled or provided for by the Sellers, no broker, finder or investment banker is
entitled to any brokerage, finder's or other similar fee or commission in connection with the
transactions contemplated by this Agreement and the other Transaction Documents based upon
arrangements made by or on behalf of the Sellers or any of their Affiliates.
Section 4.23 No Additional Representations. (A) , EXCEPT AS SET FORTH IN THIS

ARTICLE IV, THE BUSINESS, INCLUDING THE ASSETS, IS BEING SOLD ON AN "AS
IS", "WHERE IS" BASIS AS OF THE CLOSING AND IN ITS CONDITION AS OF
CLOSING WITH "ALL FAULTS" AND NONE OF THE SELLERS NOR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE
OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE
ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE
PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND
OPERATED BY THE SELLERS OR (III) THE PROBABLE SUCCESS OR PROFITABILITY
OF THE BUSINESS AFTER THE CLOSING AND (B) NONE OF THE SELLERS NOR ANY
OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR
REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR
INDEMNIFICATION OBLIGATION TO THE PURCHASER OR TO ANY OTHER PERSON
RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ANY DESIGNATED
PURCHASER OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, OR
THE PURCHASER'S USE OF, ANY INFORMATION RELATING TO THE BUSINESS,
INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE
TO THE PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN "DATA
ROOMS," MANAGEMENT PRESENTATIONS, FUNCTIONAL "BREAK OUT"
DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE
PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR
WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
ARTICLE V
COVENANTS AND OTHER AGREEMENTS
Section 5.1 Bankruptcy Actions.
(a) The Sellers and the Purchaser acknowledge that this Agreement and the
transactions contemplated hereby are subject to Bankruptcy Court approval.
(b) The Sellers shall (i) by March 2, 2012 file, and on such date or promptly
thereafter properly serve, motions in form and substance acceptable to the Purchaser
(together, the "Sale Motion"), which Sale Motion shall include copies of the Bidding
Procedures and of the Stalking Horse and Bidding Procedures Order, in form and
substance acceptable to the Purchaser and the Sellers, seeking Bankruptcy Court approval
of: (A) the sale of the Assets to the Purchaser pursuant to this Agreement, subject to
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higher or otherwise better offers under the Bidding Procedures; (B) bidding procedures in
connection with the sale of the Assets in the form and substance of Exhibit D hereto (the
"Bidding Procedures"); and (C) the scheduling of an auction for the sale of the Assets and
a sale hearing with respect thereto (the "Auction" and "Sale Hearing", respectively) and
(ii) by no later than the date proscribed in the Stalking Horse and Bidding Procedures
Order, properly serve each counterparty to a Designated Seller Contract, a notice, in form
and substance reasonably satisfactory to the Purchaser, setting forth the amount necessary
to satisfy any Cure Cost. The Sale Motion shall be served by Sellers' counsel or court
appointed claims agent on all parties that are required to receive notice in the Chapter 11
Cases.
(c) The Sellers shall use their best efforts to have the Bankruptcy Court enter
an Order within twenty-one (21) days of the filing of the Sale Motion in substantially the
form of Exhibit E (i) approving the form of this Agreement and the Bidding Procedures;
and (ii) scheduling the Auction and Sale Hearing (together, the "Stalking Horse and
Bidding Procedures Order").
(d) The Sellers shall use their best efforts to conduct the Auction for the
Assets by April 20, 2012.
(e) The Sellers shall use their best efforts to have the Bankruptcy Court enter
an Order no later than ten (10) Business Days prior to the Closing Date in substantially
the form of Exhibit F (the "Sale Order") approving the sale of the Assets to the Purchaser
pursuant to this Agreement or to the Person otherwise submitting the highest or otherwise
best bid(s) for the Assets at the Auction (the “Winning Bidder”) on such terms as
included in the wining bid in the Auction, free and clear of all Liens. If the Purchaser is
the Winning Bidder, the Sale Order shall also provide for (i) approval of the assumption
and assignment to the Purchasers of the Assigned Contracts, without adequate assurance
of future performance liability pursuant to Section 365(f)(2) of the Bankruptcy Code,
except Purchaser's promise to perform the following Closing obligations under the
Assigned Contracts; (ii) transfer and assignment of the Assigned Contracts such that the
Assigned Contracts will be in full force and effect from and after the Closing with non-
debtor parties being barred and enjoined from asserting against Purchaser, among other
things, defaults, breaches or claims of pecuniary losses existing as of the Closing or by
reason of the Closing; (iii) a finding that the Purchaser and the Designated Purchasers are
good-faith purchasers entitled to the protections of section 363(m) of the Bankruptcy
Code; (iv) confirmation that the Purchaser and the Designated Purchasers are acquiring
the Acquired Assets free and clear of the Excluded Assets and the Excluded Liabilities;
(v) confirmation that to the extent Purchaser is owed funds from Sellers pursuant to this
Agreement, any liability of any Seller to Purchaser under this Agreement shall, pursuant
to section 364(c)(1) of the Bankruptcy Code, constitute a super-priority administrative
expense in the Sellers' Chapter 11 Cases with priority over all administrative expenses of
the kind specified in section 503(b) or 507(a) of the Bankruptcy Code, (vi) provision that
the provisions of Bankruptcy Rules 6004(g) and 6006(d) are waived and there will be no
stay of execution of the Sale Order under Rule 62(a) of the Federal Rules of Civil
Procedure; (vii) retention of jurisdiction of the Bankruptcy Court to interpret and enforce
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the terms and provisions of this Agreement; and (viii) authorization and approval of the
results of the Auction.
(f) The Sellers shall use their best efforts to complete the purchase and sale of
the Assets and the assumption of the Assumed Liabilities on the terms described herein
on or before May 11, 2012.
(g) In the event leave to appeal is sought, an appeal is taken or a stay pending
appeal is requested with respect to the Stalking Horse and Bidding Procedures Order or
the Sale Order, the Sellers shall promptly notify the Purchaser of such leave to appeal,
appeal or stay request and shall promptly provide to the Purchaser a copy of the related
notice(s) or Order(s). The Sellers shall also provide the Purchaser with copies of any
motion or application filed in connection with any leave to appeal or appeal from such
Orders within one Business Day after receipt thereof by any Seller.
(h) From and after the date hereof, the Sellers shall not take any action that is
intended to result in, or fail to take any action the intent of which failure to act would
result in, the reversal, voiding, modification or staying of the Stalking Horse and Bidding
Procedures Order or, if the Purchaser is the successful bidder at the Auction, the Sale
Order.
(i) From and after the date hereof, the Sellers shall provide such prior notice
as may be reasonable under the circumstances before filing any materials with the
Bankruptcy Court that relate, in whole or in part, to this Agreement, the Purchaser or the
Auction and shall consult in good faith with the Purchaser regarding the content of such
materials prior to any such filing.
(j) With respect to each Assigned Contract, the Purchaser will satisfy any and
all Cure Costs on the terms set forth herein and provide adequate assurance of future
performance on its behalf and on behalf of its Designated Purchasers as required under
the Bankruptcy Code, including section 365(f)(2)(B) thereof, and shall cause its
Designated Purchasers to perform thereunder as required. The Purchaser and the Sellers
agree that they will promptly take all actions reasonably required to assist in obtaining a
Bankruptcy Court finding that there has been an adequate demonstration of adequate
assurance of future performance under each Assigned Contract, such as furnishing
affidavits, non-confidential financial information or other documents or information for
filing with the Bankruptcy Court and making the Purchaser's and the Sellers' employees
and representatives available to testify before the Bankruptcy Court. Failure to perform
all such actions and bear all such costs and expenses shall result in the relevant
Designated Seller Contract being deemed to be a Non-Assigned Contract at Closing,
unless otherwise agreed in writing by the Seller that is a party thereto.
Section 5.2 Cooperation.
(a) Prior to the Closing, upon the terms and subject to the conditions of this
Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, and cooperate with each other in order to
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do, all things necessary, proper or advisable under applicable Law to consummate the
transactions contemplated by this Agreement as soon as practicable, including the
preparation and filing of all forms, registrations and notices required to be filed to
consummate the Closing, and the taking of such actions as are necessary to obtain any
requisite Consent.
(b) Each of the Sellers and the Purchaser shall promptly notify the other of the
occurrence, to such Party's Knowledge, of any event or condition, or the existence, to
such Party's Knowledge, of any fact, that would reasonably be expected to result in (i)
any of the conditions set forth in ARTICLE VIII not being satisfied or (ii) any of the
representations and warranties in ARTICLE IV not being true and correct.
Section 5.3 Regulatory Approvals.
(a) In furtherance and not in limitation of the provisions of Section 5.1(b),

each of the Parties agrees to prepare and file as promptly as practicable any necessary
documents, registrations, statements, petitions, filings, notifications and applications for
any Consent of any other Government Entities required to satisfy the condition set forth
in Section 8.1(a).
(b) If a Party or any of its Affiliates receives a request for information or

documentary material from any Government Entity with respect to this Agreement or any
of the transactions contemplated hereby, then such Party shall promptly notify the other
Party(ies) of such request and use best efforts to make, or cause to be made, as soon as
reasonably practicable and after consultation with the other Party(ies), an appropriate
response in compliance with such request.
(c) The Parties shall keep each other apprised of the status of matters relating
to the completion of the transactions contemplated by this Agreement and work
cooperatively in connection with obtaining the Regulatory Approvals and other Consents
of a Government Entity, including, to the extent permitted by the relevant Government
Entity and applicable Law, promptly notifying each other of any communications from or
with any Government Entity with respect to the transactions contemplated by this
Agreement and ensuring that each of the Parties is entitled to attend any meetings with or
other appearances before, and participate in any discussions with, to the extent
permissible, any Government Entity with respect to the transactions contemplated by this
Agreement.
(d) In addition, the Purchaser shall, and shall cause each of the Designated
Purchasers to, use its commercially reasonable efforts to satisfy (or cause the satisfaction
of) the conditions precedent to the Purchaser's obligations hereunder as set forth in
Section 8.1(a) to the extent the same is within its control and to take, or cause to be taken,
all other action and to do, or cause to be done, all other things necessary, proper or
advisable under all applicable Laws to consummate the transactions contemplated by this
Agreement, including using its commercially reasonable efforts to obtain all Regulatory
Approvals and any other Consent of a Government Entity required to be obtained in order
for the Parties to consummate the transactions contemplated by this Agreement.
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(e) The Purchaser shall not enter into any transaction, or any agreement to
effect any transaction (including any merger or acquisition), that might reasonably be
expected to make it more difficult, or increase the time required, to (i) avoid the entry of,
the commencement of litigation seeking the entry of, or to effect the dissolution of, any
injunction, temporary restraining order or other Order that would materially delay or
prevent the consummation of the transactions contemplated hereby or (ii) obtain all
Consents or Orders of Government Entities necessary for the consummation of the
transactions contemplated by this Agreement.
(f) For the avoidance of doubt, the covenants under this Section 5.2(b) shall
not apply to any action, effort, filing, Consent, proceedings, or other activity or matter
relating to the Bankruptcy Court, the Chapter 11 Cases and/or the Bankruptcy Consents.
(g) The Purchaser shall pay any requisite filing fees in relation to any filing or
application made in respect of obtaining Regulatory Approvals.
Section 5.4 Pre-Closing Access to Information.
(a) Prior to the Closing, the Sellers shall (i) give the Purchaser and its
authorized representatives, upon advance notice and during regular business hours, access
to all books, records, reports, plans, certificates, files, documents and information related
to the Assets, Employees, officers and other facilities and properties of the Business, (ii)
permit the Purchaser to make such copies and inspections thereof, upon advance notice
and during regular business hours, as the Purchaser may reasonably request and (iii)
cause the officers of the Sellers to furnish the Purchaser with such unaudited financial
and operating data and other information with respect to the Business as is regularly
prepared in the Ordinary Course that the Purchaser may from time to time request;
provided, however, that (A) any such access shall be conducted at the Purchaser's sole
cost and expense, in accordance with Law (including any applicable Bankruptcy Law),
under the supervision of the Sellers' personnel and in such a manner as to maintain
confidentiality and not to interfere with the normal operations of the businesses of the
Sellers and their Affiliates and (B) the Sellers will not be required to provide to the
Purchaser access to or copies of any Employee Records or patient records or charts to the
extent such would be in violation of Healthcare Laws and other Laws relating to the
protection of privacy.
(b) Notwithstanding anything contained in this Agreement or any other

agreement between the Purchaser and the Sellers executed on or prior to the date hereof,
the Sellers shall not have any obligation to make available to the Purchaser or its
representatives, or provide the Purchaser or its representatives with (i) any information to
the extent making such information available would (A) jeopardize any attorney-client
privilege or attorney work product privilege available to any Seller, or (B) cause the
Sellers to be found in contravention of any applicable Law or binding agreement entered
into prior to the date hereof, it being understood that the Sellers shall cooperate in any
efforts and requests for waivers that would enable otherwise required disclosure to the
Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or
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agreement; or (ii) any information relating to other bids or potential bids for any of the
Assets.
(c) As requested by the Purchaser from time to time, the Sellers shall use best
efforts to cooperate with the Purchaser in connection with the Purchaser and the Sellers
contacting suppliers and customers of the Business in connection with the Purchaser’s
operation of the Business after Closing.
(d) The Sellers shall use reasonable best efforts to cooperate and assist
Purchaser with respect to the arrangement of any Indebtedness arranged by the Purchaser
that is separate from the Indebtedness set forth in the DIP Loan Documents. The Sellers
agree to provide, and to cause their representatives to provide, on a timely basis, all
cooperation in connection with the arrangement of any Indebtedness as may be requested
by the Purchaser, including (i) participation in meetings, drafting sessions and due
diligence sessions led by the Purchaser, (ii) furnishing the Purchaser and any potential
sources of Indebtedness with financial and other pertinent information regarding the
Sellers as may be requested by the Purchaser, including all financial statements and
financial data, (iii) assisting the Purchaser and any potential sources of Indebtedness and
counsel in the preparation by the Purchaser of an offering document or information
memorandum relating to any potential Indebtedness, (iv) cooperating with the marketing
efforts, (v) making senior officers and representatives of the Sellers available for
presentations to ratings agencies, and (vi) facilitating the pledge of the Assets (effective
as of the Closing) that may be used as collateral; provided, however, that nothing in this
Section 5.4(d) shall require the Sellers to incur any binding obligations with respect to
any such Indebtedness.
Section 5.5 Public Announcements. Subject to (a) the provisions of Section 7.4(a)
with respect to communications and announcements to the Employees and the employees of the
Purchaser and the Designated Purchasers and (b) the Purchaser's disclosure obligations imposed
by Law (including any obligations under any Bankruptcy Laws), the Purchaser shall, and shall
cause each of the Designated Purchasers to, (i) cooperate reasonably with the Sellers in the
development and distribution of all news releases, other public information disclosures and
announcements, including announcements and notices to customers and suppliers, with respect
to this Agreement, or any of the transactions contemplated by this Agreement and the other
Transaction Documents and (ii) not issue any such announcement or statement prior to
consultation with, and the approval of, the Sellers (such approval not to be unreasonably
withheld or delayed); provided, however, that approval shall not be required where the Purchaser
determines, based on advice of counsel and after advance notice to the Sellers, that such
disclosure is required by Law.
Section 5.6 Further Actions.
(a) Each of the Parties shall use all reasonable efforts to (i) take, or cause to
be taken, all appropriate action, do or cause to be done all things necessary, proper or
advisable under applicable Law; and (ii) execute and deliver the Transaction Documents
and execute and deliver such documents and other papers, as may be required to carry out
the provisions of this Agreement and the Transaction Documents to which it is a party
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and consummate and make effective the transactions contemplated hereby and thereby,
including the execution and delivery of such assignments, deeds and other documents as
may be necessary to transfer any Assets as provided in this Agreement; provided,
however, that, subject to Section 5.2(b), neither the Purchaser nor the Sellers shall be
obligated to make any payment or deliver anything of value to any Third Party (other
than filing with and payment of any application fees to Government Entities, all of which
shall be paid by the Purchaser) in order to obtain any Consent to the transfer of Assets or
the assumption of Assumed Liabilities.
(b) Subject to the terms of Sections 2.1(e) and 5.12, the Sellers shall, as
promptly as practicable, use their commercially reasonable efforts to obtain, or cause to
be obtained, all Consents necessary to be obtained in order to consummate the
transactions contemplated by this Agreement.
(c) From and after the Closing Date, the Sellers shall, and shall cause their
Affiliates to, perform their respective obligations in all material respects under each
Transaction Document to which it is a party until such Transaction Document is validly
terminated in accordance with its terms.
(d) Promptly after any Seller obtains Knowledge thereof, but in all events
prior to the Closing, such Seller will inform the Purchaser in writing of (i) any fact or
circumstance which, if it existed on the Closing Date, would constitute a breach of any
representation or warranty of such Seller set forth in this Agreement or any breach of any
covenant or agreement of such Seller set forth in this Agreement, or any threatened or
instituted Order as described in Section 8.1(b) and (ii) all other material developments
outside the Ordinary Course affecting the Assets, Liabilities, business, financial
condition, results of operation, or customer or supplier relations of the Business or the
Sellers; provided, however, that the delivery of such notice pursuant to this Section 5.6(a)
shall not limit or otherwise affect the remedies available to the Purchaser hereunder.
Promptly after the Purchaser obtains Knowledge thereof, but in all events prior to the
Closing, the Purchaser will inform the Sellers in writing of any fact or circumstance
which, if it existed on the Closing Date, would constitute a breach of any representation
or warranty of the Purchaser set forth in this Agreement or any breach of any covenant or
agreement of the Purchaser set forth in this Agreement, or any threatened or instituted
Order as described in Section 8.1(b).
Section 5.7 Conduct of Business and Compliance with DIP Credit Agreement.
(a) The Sellers covenant that, subject to any limitation imposed as a result of
being subject to the Chapter 11 Cases and except as (i) the Purchaser may approve
otherwise in writing, (ii) set forth in Section 5.7(a) of the Sellers Disclosure Letter, (iii)
otherwise required pursuant to this Agreement or another Transaction Document, (iv)
required by Law (including any applicable Bankruptcy Law) or by any Order of a
Bankruptcy Court, (v) permitted by a "first day order" of the Bankruptcy Court in the
Chapter 11 Cases, (vi) necessary to comply with the DIP Loan Documents, including not
violating any representation, warranty, covenant or agreement in the DIP Credit
Agreement (or any other documents executed and delivered in connection therewith),
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(vii) necessary to comply with the Order of the Bankruptcy Court approving the DIP
Credit Agreement, (viii) necessary to comply with the Bidding Procedures or (ix) relates
to Excluded Assets or Excluded Liabilities, the Sellers shall (A) conduct the Business
only in the Ordinary Course, (B) take such actions as necessary to comply with the DIP
Loan Documents, including not violating any representation, warranty, covenant or
agreement in the DIP Loan Documents (or any other documents executed and delivered
in connection therewith), (C) take such actions as necessary to comply with the Order of
the Bankruptcy Court approving the DIP Credit Agreement and (D) take such actions as
necessary to comply with the Bidding Procedures.
(b) Except (A) as expressly provided in this Agreement, (B) as set forth in
Section 5.7(b) of the Sellers Disclosure Letter, (C) as provided otherwise in a "first day
order" of the Bankruptcy Court in the Chapter 11 Cases, (D) with the express written
approval of Purchaser, (E) as necessary to comply with the DIP Loan Documents,
including not violating any representation, warranty, covenant or agreement in the DIP
Credit Agreement (or any other documents executed and delivered in connection
therewith), (F) as necessary to comply with the Order of the Bankruptcy Court approving
the DIP Credit Agreement or (G) as necessary to comply with the Bidding Procedures,
Sellers shall:
(i) maintain in full force and effect any permits, licenses and
agreements necessary to operate the Business in the Ordinary Course;
(ii) maintain all of the Assets in a manner consistent with past

practices and maintain the types and levels of insurance currently in effect in
respect of the Assets;
(iii) (1) not abandon, disclaim, dedicate to the public, sell, assign or
grant any security interest in, to or under any Transferred Intellectual Property, or
(2) not grant to any Third Party any license, or enter into any covenant not to sue,
with respect to any Transferred Intellectual Property, except in the Ordinary
Course;
(iv) upon any damage, destruction or loss to any Asset, apply any
insurance proceeds received with respect thereto to the prompt repair,
replacement and restoration thereof to the condition of such Asset before such
event or, if required, to such other (better) condition as may be required by
applicable Law; and
(v) consult with the Purchaser on all aspects of the Business as may be
reasonably requested from time to time by the Purchaser, including, but not
limited to, personnel, accounting and financial functions, sales and marketing, and
the development and implementation of business strategies, plans and objectives.
Section 5.8 Solicitation of Alternative Transactions. The Sellers jointly and severally
represent that, other than the transactions contemplated by this Agreement and the other
Transaction Documents, or as set forth in Section 5.7(b) of the Sellers Disclosure Letter, no
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Seller is as of the date hereof a party to or bound by any agreement with respect to a possible
merger, sale, restructuring, refinancing or other disposition of all or any material part of the
Business or the Assets. Prior to the entry of the Stalking Horse and Bidding Procedures Order on
the Bankruptcy Court's docket, the Sellers and their Affiliates and officers, directors, Employees,
agents, professionals, advisors or other representatives may, directly or indirectly, solicit or
participate in negotiations or discussions regarding any Alternative Transaction, regardless of
whether such offer was unsolicited, and may furnish any information with respect to, assist and
participate in or facilitate in any other manner any effort or attempt by any Person with respect
thereto; provided, however, that, prior to such entry, the Sellers shall not, directly or indirectly,
(a) enter into an agreement with a Third Party with respect to an Alternative Transaction with
such Third Party, other than a confidentiality or nondisclosure agreement, or (b) except as
provided in this Agreement, seek or support Bankruptcy Court approval of a motion or Order
inconsistent in any way with the transactions contemplated in this Agreement and the other
Transaction Documents. Subsequent to the entry of the Stalking Horse and Bidding Procedures
Order on the Bankruptcy Court's docket, no Seller shall, directly or indirectly, through any
officer, director, Employee, agent, professional or advisor, solicit any Alternative Transaction
(other than as expressly permitted under the Stalking Horse and Bidding Procedures Order) or
participate in any negotiations or discussions with respect to any Alternative Transaction in a
manner inconsistent with the Stalking Horse and Bidding Procedures Order; provided, that the
Sellers shall not, in any event, release any Trade Secrets or other unique or competitively
sensitive information or material to any Person who directly or indirectly (through an Affiliate or
otherwise), competes, has competed or proposes to compete with the Business (it being
understood that the Sellers may release such information to such Person's third party
representatives who have agreed in writing to keep such information confidential (including not
to disclose such competitive information to its client)); provided, however, that the Sellers may
release such information directly to such Person if (I) (x) such Person has submitted a bona fide
proposal for an Alternative Transaction which has as a final condition for entering into an
agreement with respect to such Alternative Transaction, the release of such information to such
Person or (y) Church Street’s board of managers has determined, in its good faith judgment (after
having received the advice of its financial advisor and legal counsel) that an agreement with
respect to an Alternative Transaction cannot be executed without the release of such information
to such Person, and (II) the Sellers have provided prior notice to the Purchaser of such disclosure
and, if the Purchaser has objected in writing to such disclosure within three Business Days of
receipt of such notice, the Bankruptcy Court after notice and a hearing has determined that such
disclosure is appropriate in furtherance of the Auction; provided, further, in each case, that the
Sellers have obtained from such Person a confidentiality or nondisclosure agreement with respect
to such competitively sensitive information in form and substance reasonably satisfactory to the
Purchaser. From the date of the issuance of the Sale Order and until the Closing Date and
provided that the Purchaser is proceeding in good faith to consummate the transactions
contemplated hereby in a timely manner, no Seller or any of its Affiliates shall, without the
consent of the Purchaser (which shall not be unreasonably withheld, conditioned or delayed),
discuss, negotiate or consummate with any Third Party any transaction involving (i) the issuance,
redemption, sale or exchange or other disposition of any equity interest in any Seller (other than
the purchase or redemption of outstanding equity interests from employees) or (ii) the sale,
exchange, liquidation, reorganization, or other disposition of all or any material part of the
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Assets. For the avoidance of doubt, nothing in this Section shall be construed to mean that any
Seller must abrogate any of its fiduciary duties to obtain the highest and best price for the Assets.
Section 5.9 Transaction Expenses. Except as otherwise provided in this Agreement or

the Ancillary Agreements, each of the Purchaser and the Sellers shall bear its own costs and
expenses (including brokerage commissions, finders' fees or similar compensation, and legal fees
and expenses) incurred in connection with this Agreement, the other Transaction Documents and
the transactions contemplated hereby and thereby.
Section 5.10 Confidentiality. Subject to the requirements of the Bankruptcy Laws or as

may be imposed by any Bankruptcy Court or as otherwise required by applicable Law, from and
after the date hereof, the Sellers shall, and shall cause their Affiliates to, maintain as confidential
and shall hold in confidence and shall not use or disclose (except as required by Law or as
authorized in writing by the Purchaser) (a) any and all information provided by the Purchaser,
any of its Lenders, or their respective Affiliates, (b) any information or materials relating to the
Business, operations and affairs of the Sellers as it relates to the Business and (c) any materials
developed by the Purchaser or any of their Affiliates or any of its or their representatives
(including their accountants, advisors, environmental, labor, employee benefits and any other
consultants, lenders and legal counsel). Except as otherwise permitted and provided above, in
the event any Seller is required by Law to disclose any such confidential information, such Seller
shall promptly notify the Purchaser in writing, which notification shall include the nature of the
legal requirement and the extent of the required disclosure, and shall cooperate with the
Purchaser in connection with the Purchaser’s efforts to obtain a protective Order (at the
Purchaser's sole cost and expense) and in the event that such protective Order or other remedy is
not obtained, the Sellers or their Affiliates shall furnish only such information as is legally
required to be provided and shall otherwise preserve the confidentiality of such information
consistent with applicable Law. Information subject to the confidentiality obligations in this
Section 5.10 does not include any information which (i) at the time of disclosure is generally
available to or known by the public (other than as a result of its disclosure in breach of this
Agreement or any other Transaction Document) or (ii) becomes available on a non-confidential
basis from a Person who is not known to be bound by a confidentiality agreement with the
Purchaser or its Affiliates, or who is not otherwise prohibited from transmitting the information.
The Parties acknowledge and agree that the Purchasers shall be at liberty to disclose the terms of
this Agreement and the other Transaction Documents to the Purchaser's officers, directors,
bidding partners, advisors, investors, representatives and potential financing sources, provided
that such Persons acknowledge the existence of the confidentiality obligations and agree to be
bound thereby, and any court or to any liquidator or in connection with any auction process
approved by the Bankruptcy Court and show appropriate figures in their administration records,
accounts and returns; provided, that the foregoing obligations shall terminate at Closing except
with respect to confidential information of the Sellers which are not related to the Assets, which
shall terminate one year from the date hereof.
Section 5.11 Certain Payments or Instruments Received from Third Parties. To the
extent that, for 120 days after the Closing Date, (a) the Purchaser or any Designated Purchaser
receives any payment or instrument that is for the account of any Seller according to the terms of
this Agreement, the Purchaser shall, and shall cause the Designated Purchasers to, promptly
deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any
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payment that is for the account of the Purchaser or any of the Designated Purchasers according to
the terms of this Agreement or relates to the Business, the Sellers shall promptly (but in no event
later than two (2) Business Days) deliver such amount or instrument to the Purchaser or the
relevant Designated Purchasers. All amounts due and payable under this Section 5.11 shall be
due and payable by the applicable Party in immediately available funds, by wire transfer to the
account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party
hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like
instruments to the appropriate Party.
Section 5.12 Deemed Consent. For the purposes of this Agreement, the relevant Sellers
shall be deemed to have obtained all required Consents in respect of the assignment of any
Designated Seller Contract if, and to the extent that, pursuant to the Sale Order, the Sellers are
authorized to assume and assign to the Purchaser or the relevant Designated Purchaser such
Designated Seller Contract pursuant to section 365 of the Bankruptcy Code and any applicable
Cure Cost has been satisfied as provided in Section 2.1(f).
Section 5.13 Maintenance of Books and Records. After the Closing, the Purchaser
shall, and shall cause the Designated Purchasers to, use commercially reasonable efforts to
preserve, until at least the second anniversary of the Closing Date, all pre-Closing Date records
acquired hereby to the extent relating to the Business possessed or to be possessed by such
Person and required by Law to be maintained. After the Closing Date and up until at least the
sixth anniversary of the Closing Date, upon any reasonable request from the Sellers or their
representatives, the Purchaser shall, and/or shall cause the Person holding such records to, use
commercially reasonable efforts to (a) provide to the Sellers or their representatives reasonable
access to such records in their possession during normal business hours without unreasonably
interfering with the operations of the Business and (b) permit the Sellers or their representatives
to make copies of such records.
Section 5.14 Use of Cash. Simultaneously with the Closing, all cash owned by the
Sellers (including amounts payable hereunder) shall be used, first, to pay the Wind-Down
Amount, and, second, to pay professional fees and expenses of the Sellers, Purchaser, and Agent
then due and owing up to and including the Closing.
Section 5.15 Wind-Down Amount. On the Closing Date, Sellers will deliver the Wind-
Down Amount to the Wind-Down Agent to be held in the Wind-Down Account for the benefit of
Persons entitled to be paid costs covered by the Wind-Down Amount in accordance with the
Wind-Down Budget and the following provisions:
(a) Each claim for costs to be paid from the Wind-Down Amount pursuant to
the Wind-Down Budget in excess of $5,000 must be submitted to the Wind-Down Agent
and the Purchaser in writing.
(b) Upon the submission of any such claims for costs to be paid from the
Wind-Down Amount, the Purchaser shall have five (5) Business Days to object in writing
to any such claim on the basis that it: (i) is not consistent in kind or amount with the
Wind-Down Budget or (ii) is not reasonably necessary for the winding-down of the
Sellers' estates.
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(c) In the event that an objection is made by the Purchaser and an agreement
cannot be reached between the claimant and the Purchaser, the amount of any such
payment still in dispute shall be determined, on application by the Purchaser or the Wind-
Down Agent, on notice to the Purchaser and any affected beneficiary of the Wind-Down
Amount in each case, by Order of the Bankruptcy Court. The costs of any such
application shall be paid: (i) in the case of the Wind-Down Agent, from the Wind-Down
Amount; (ii) in the case of the claimant, by the claimant unless the claimant is successful
in defending its claim in which case the claimant's costs of the application shall be
reimbursed from the Wind-Down Amount; and (iii) in the case of the Purchaser, by the
Purchaser unless the Purchaser is successful in its complaint in which case its costs of the
application shall be paid from the Wind-Down Amount.
(d) Once the amount of any such claim has either been agreed to or
determined by the Bankruptcy Court, as set forth above, the Wind-Down Agent shall
promptly pay such claim from the Wind-Down Amount.
(e) Subsequent to Closing, the Wind-Down Agent shall reduce the amount of
the Wind-Down Amount as and to the extent that the Wind-Down Agent may agree, or
the Bankruptcy Court determines, that it, or portions of it, are no longer required to fund
the wind-down costs of the Sellers' estates, by distributing to Purchaser the amount of
such reductions.
(f) Pursuant to the Sale Order, all right, title and interest in and to any
amounts in the Wind-Down Amount that are not used to pay costs associated with
winding-down Sellers' estate shall vest absolutely in the Purchaser as at the Closing Date
and shall promptly be distributed to the Purchaser in accordance with this Section 5.15.
Section 5.16 Name Change. Within ten (10) days after the Closing Date, Sellers shall
take such corporate and other actions necessary to change their respective corporate and
company names to ones that are not similar to, or confusing with, their current names or any
Trademark included in the Transferred Intellectual Property, including any necessary filings
required by applicable Law.
Section 5.17 Compliance Report. Two (2) Business Days after the submission thereof
with the appropriate Governmental Authority, the Sellers shall deliver to the Purchaser a copy of
the final, executed annual report for the reporting period ended on or about January 15, 2012,
submitted by Church Street to the OIG-HHS pursuant to the OIG-CIA.
Section 5.18 Pending Actions. The Sellers will continue to pursue the strategy
discussed with the Purchaser to address certain litigation Claims and disputes in a manner
reasonably satisfactory to the Purchaser.
Section 5.19 Certain Acknowledgement Regarding the Purchaser. The Sellers agree
and acknowledge that no Person other than the Purchaser has any obligations to the Sellers
hereunder and that the Sellers have no remedy, recourse or right of recovery against, or
contribution from, (a) any former, current or future stockholders, holders of any equity, limited
liability company interest, officer, member, manager, director, employees, agents or controlling
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persons of the Purchaser, (b) any lender or prospective lender, lead arranger, arranger, agent or
representative of or to the Purchaser or (c) any former, current or future limited partners,
stockholders, holders of any equity, partnership or limited liability company interest, officer,
member, manager, director, employees, agents, attorneys, controlling persons, assignee or
Affiliates of any of the foregoing (those persons and entities described in the foregoing clauses
(a), (b) and (c) being referred to herein collectively as "Purchaser Affiliates"), through the
Purchaser or otherwise, whether by or through attempted piercing of the corporate veil or similar
action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue
of any statute, regulation or applicable law, by or through a claim by or on behalf of the
Purchaser or otherwise, except for its rights against the Purchaser and any Designated Purchasers
under this Agreement. Furthermore, nothing herein shall require any Purchaser Affiliate to take
any action in connection with this Agreement and the transactions contemplated hereby or
otherwise, nor shall anything herein prejudice any rights, claims, other Actions or remedies any
Purchaser Affiliate may have, including pursuant to the Credit Agreements.
ARTICLE VI
TAX MATTERS
Section 6.1 Transfer Taxes.
(a) The Parties agree that the Purchase Price is exclusive of any Transfer
Taxes. The Sellers shall promptly pay directly to the appropriate Tax Authority all
applicable Transfer Taxes that are properly payable by Sellers or the Purchaser under
applicable Law in connection with this Agreement and the transactions contemplated
herein and the other Transaction Documents and the transactions contemplated therein.
(b) If the Sellers or any Seller wish to claim any exemption relating to, or a
reduced rate of, Transfer Taxes, in connection with this Agreement or the transactions
contemplated herein or the other Transaction Documents and the transactions
contemplated therein, such Sellers shall be solely responsible for ensuring that such
exemption or election applies and, in that regard, shall provide the Purchaser prior to
Closing with its permit number or other similar registration numbers and/or any
appropriate certificate of exemption, election and/or other document or evidence to
support the claimed entitlement to such exemption or reduced rate by such Sellers. The
Purchaser shall make reasonable efforts to cooperate to the extent necessary to obtain any
such exemption or reduced rate.
Section 6.2 Withholding Taxes. Notwithstanding any other provision in this

Agreement, the Purchaser shall have the right to deduct and withhold Taxes from any payments
to be made hereunder if such withholding is required by Law and to collect any necessary Tax
forms, including IRS Forms W-8 or W-9, as applicable, or any similar information, from Sellers
and any other recipients of payments hereunder. To the extent that amounts are so withheld,
such withheld amounts shall be treated for all purposes of this Agreement as having been
delivered and paid to Sellers or any such other recipient of payments in respect of which such
deduction and withholding was made.
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Section 6.3 Tax Characterization of Payments Under This Agreement. The Sellers
and the Purchaser agree to treat all payments made either to or for the benefit of the other Party
under this Agreement as adjustments to the Purchase Price for Tax purposes and that such
treatment shall govern for purposes hereof to the extent permitted under applicable Tax Law.
Section 6.4 Records. Notwithstanding the provisions of Section 5.4, (a) after the
Closing Date, the Purchaser and the Designated Purchasers on the one hand, and the Sellers, on
the other hand, will make available to the other, as reasonably requested, and to any Tax
Authority, all information, records or documents relating to liability for Taxes with respect to the
Assets, the Assumed Liabilities, the Business for all periods prior to or including the Closing
Date, and will preserve such information, records or documents until the later of (i) expiration of
any applicable statute of limitations and (ii) six years after the date of the Tax Return relating to
such Taxes, and (b) in the event that one Party needs access to records in the possession of a
second Party relating to any of the Assets, the Assumed Liabilities or the Business for purposes
of preparing Tax Returns or complying with any Tax audit request, subpoena or other
investigative demand by any Tax Authority, or for any other legitimate Tax-related purpose not
injurious to the second Party, the second Party will allow representatives of the other Party
access to such records during regular business hours at the second Party's place of business for
the sole purpose of obtaining information for use as aforesaid and will permit such other Party to
make extracts and copies thereof as may be necessary or convenient. The obligation to cooperate
pursuant to this paragraph shall terminate at the time the relevant applicable statute of limitations
expires.
Section 6.5 Property Tax Allocation. All real and personal property Taxes and similar
ad valorem obligations levied with respect to the Assets, whether imposed or assessed before or
after the Closing Date ("Periodic Taxes") for a taxable period that includes (but does not end on)
the Closing Date (a "Straddle Period"), shall be apportioned between Sellers and Purchaser or the
applicable Designated Purchaser as of the Closing Date based on the number of days of such
taxable period included in the period ending with and including the Closing Date (together with
periods ending on or before the Closing Date, the "Pre-Closing Tax Period"), and the number of
days of such taxable period beginning after the Closing Date (together with any periods
beginning after the Closing Date, the "Post-Closing Tax Period"). At the Closing, Periodic
Taxes with respect to each Asset for the applicable Tax period shall be prorated in accordance
with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax
period, if available, or otherwise, based on the last available Tax assessment with respect to such
Asset. The Sellers shall be responsible for such Periodic Taxes attributable to Pre-Closing Tax
Periods and the applicable Purchaser shall be responsible for such Periodic Taxes attributable to
Post-Closing Tax Periods. At the Closing, (a) Sellers shall pay to the applicable Purchaser an
amount equal to excess, if any, of the (i) unpaid Periodic Taxes attributable to Pre-Closing Tax
Periods over (ii) Periodic Taxes paid by Sellers but apportioned hereunder to the applicable
Purchaser for Straddle Periods (each determined in accordance with the foregoing principles), or
(b) the applicable Purchaser shall pay to Sellers an amount equal to Periodic Taxes apportioned
to the applicable Purchaser with respect to Straddle Periods but previously paid by Sellers, as
applicable. The applicable Purchaser shall also be responsible for preparing and filing all
Periodic Tax returns required to be filed after the Closing Date.
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Section 6.6 G Reorganization Structure. With the Purchaser's prior written
consent (which consent may be given or not in its sole discretion), the Purchaser and the Sellers
may structure the transactions contemplated by this Agreement as a reorganization under section
368(a)(1)(G) of the Code ("G Reorganization Structure"), in a manner that is mutually acceptable
to the Purchaser and Sellers and otherwise consistent with the rights and obligations of the
Purchaser and the Sellers under this Agreement. If the transactions contemplated hereby are
structured as a G Reorganization Structure, this Agreement shall constitute a plan of
reorganization within the meaning of Section 1.368-2(g) of the Treasury regulations and neither
the Purchaser nor the Sellers will take any action or fail to take an action that will preclude such
transactions from qualifying as a reorganization. The Sellers and the Purchaser shall provide
each other with reasonable cooperation in determining the United States federal income Tax
consequences of the G Reorganization Structure and in preparing any tax filings or elections in
connection therewith.
ARTICLE VII
EMPLOYMENT MATTERS
Section 7.1 Employment Offers. Prior to the Closing, the Purchaser shall, or shall
cause the relevant Designated Purchaser to, extend an offer of employment to those Employees
of Sellers whom the Purchaser or Designated Purchaser has determined to offer employment to,
with such employment to take effect commencing immediately upon the Closing under the terms
stated herein as of the Effective Hire Date.
Section 7.2 Employee Benefits.
(a) After the date hereof, the Sellers and the Purchaser shall cooperate
promptly and in good faith in (i) preparing the transition of the Seller Employee Plans to
the Purchaser, and (ii) the transition of the Transferred Employees as applicable from
coverage under the Seller Employee Plans to coverage under the Purchaser Employee
Plans effective as of the Transferred Employee's Effective Hire Date and to the extent
necessary to comply with this Article VII.
(b) The Purchaser shall assume the accrued and unused vacation days, sick
days and paid personal days of the Transferred Employees up to their Effective Hire
Date.
(c) Nothing in this Article VII restricts the right of the Purchaser to terminate
the employment of any Transferred Employee after the Closing.
(d) Purchaser and each applicable Seller hereby agree to follow the standard
procedure for employment Tax withholding as provided under applicable Law.
(e) The Purchaser shall use commercially reasonable efforts to cause the
medical, dental and health plans of the Purchaser applicable to Transferred Employees (i)
to not contain any exclusions for pre-existing conditions (to the extent the conditions had
been covered under the Seller Employee Plans as of the Closing Date); and (ii) to credit
each Transferred Employee for the plan year of the Sellers in which the Closing Date
occurs with all deductibles and co-payments applicable to the portion of such plan year
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occurring prior to the Closing Date. The Sellers shall be solely responsible for (A) claims
for the type of benefits described in Section 3(1) of ERISA (whether or not covered by
ERISA) ("Welfare and Health Benefits") and for workers' compensation, in each case
that are incurred by or with respect to any Transferred Employee before the Closing Date;
and (B) claims relating to COBRA coverage, as defined below, attributable to "qualifying
events" with respect to any Transferred Employee and his or her beneficiaries and
dependents that occur before the Closing Date. The Purchaser shall be solely responsible
for (A) claims for Welfare and Health Benefits and for workers' compensation, in each
case that are incurred by or with respect to any Transferred Employee on or after the
Closing Date, and (B) claims relating to COBRA coverage attributable to "qualifying
events" with respect to any Transferred Employee and his or her beneficiaries and
dependents that occur on or after the Closing Date. Following the Closing Date, the
Purchaser shall, or shall cause its Affiliates to, satisfy its obligations to provide
continuation health care coverage in accordance with Section 4980B of the Code and
Title I, Subtitle B, Part 6 of ERISA ("COBRA") to Transferred Employees and/or their
qualified beneficiaries who have a qualifying event after such Transferred Employees'
Employee Transfer Time or as otherwise required by applicable Law. For purposes of
the foregoing, a medical/dental claim shall be considered incurred when the condition
arose; for the avoidance of doubt, claims relating to a hospital confinement that begins on
or before the Closing Date but continues thereafter shall be treated as incurred on or
before the Closing Date. A disability or workers' compensation claim shall be considered
incurred on or before the Closing Date if the injury or condition giving rise to the claim
occurs on or before the Closing Date.
(f) The Purchaser shall, no later than twenty (20) days prior to Closing,
deliver a notice to the Sellers indicating which of the Seller Employee Plans, if any, shall
not be designated as Transferred Employee Plans under this Agreement. To the extent
the Purchaser elects not to assume any Seller Employee Plans, the Sellers and the
Purchaser shall cooperate promptly and in good faith to deal with such Seller Employee
Plans prior to Closing.
Section 7.3 Excluded Employee Liabilities. For purposes of clarity, and

notwithstanding any other provision in this Agreement, the Sellers shall retain, and neither the
Purchaser nor any of the Designated Purchasers shall assume at the Closing, any of the following
Liabilities of the Sellers (the "Excluded Employee Liabilities") except as expressly assumed
pursuant to Section 2.1(c)):
(a) the Seller Employee Plans and any Liabilities thereunder (other than any
Transferred Employee Plans and any Liabilities thereunder);
(b) the Sellers' or any of their Affiliates' obligations to make payments or

provide benefits under any Seller Employee Plan or otherwise except with respect to any
Transferred Employee Plans;
(c) Liabilities resulting from any Action, or with respect to any potential or
threatened Action which the Sellers have received notice of an intent to file, on or prior to
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the Closing Date, (i) by any Employee, or (ii) an applicant with respect to potential
employment with any of the Sellers in the Business; and
(d) all Liabilities with respect to any Employees or former employees who are
not Transferred Employees.
Section 7.4 Other Employee Covenants.
(a) After the date hereof, and subject to each Party's disclosure obligations
imposed by Law or by Government Entities and each Party's obligations hereunder, the
Purchaser shall not, and shall procure that the Designated Purchasers and any of the
Purchaser's Affiliates shall not, issue any announcement or communication to their
respective employees or the Employees, prior to consultation with, and the approval of,
the Sellers (not to be unreasonably withheld or delayed) with respect to this Agreement or
any of the transactions contemplated hereby. If requested, the Sellers shall cooperate
with the Purchaser in respect of the development and distribution of any announcement
and communication to the employees of the Sellers, including Employees, with respect to
this Agreement or any of the transactions contemplated hereby.
(b) The Purchaser undertakes to keep the Employee Information in confidence

and that, until the relevant Employee Transfer Time:
(i) the Purchaser shall, and shall cause the Designated Purchasers to,
restrict the disclosure of the Employee Information only to such of its employees,
agents and advisors as is necessary for the purposes of effectuating this
Agreement prior to the Employee Transfer Time;
(ii) prior to the Employee Transfer Time, the Employee Information

shall not be used except for effectuating this Agreement and shall be returned to
the Sellers or destroyed, at the Sellers' election, if this Agreement is terminated;
and
(iii) the Purchaser shall, and shall cause the Designated Purchasers to,
comply with such additional obligations as may be reasonably required in any
particular jurisdiction to comply with any applicable data privacy Laws.
(c) The Purchaser and the Sellers shall cooperate with each other to provide
for an orderly transition of the Transferred Employees from the Sellers to the Purchaser
or the Designated Purchasers, as applicable, and to minimize the disruption to the
respective businesses of the Parties resulting from the transactions contemplated hereby.
Section 7.5 WARN Act. On or after the Closing Date, the Purchaser or the
Designated Purchasers, as applicable, shall be responsible for compliance with the WARN Act
and any obligation with respect to the Transferred Employees under the WARN Act. The Sellers
shall be responsible for compliance with the WARN Act and any such obligation arising or
accruing before the Closing Date. The Parties agree to cooperate in good faith to determine
whether any notification may be required under the WARN Act as a result of the transactions
contemplated by this Agreement. On or after the Closing Date, the Purchaser shall not take, or
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cause the Designated Purchasers or its Affiliates to take, any actions that will cause the Sellers to
have any obligations under the WARN Act, and the Purchaser shall be responsible and
indemnify the Sellers for any Liabilities arising under the WARN Act as a result of any such
action.
Section 7.6 No Obligation. Other than as expressly set forth herein, nothing contained
in this Agreement shall be construed to require the employment of (or prevent the termination of
employment of) any individual, require minimum benefit or compensation levels or prevent any
change in the employee benefits provided to any individual Transferred Employee. Except as set
forth in Section 5.17(a), no provision of this Agreement shall create any Third Party beneficiary
rights in any Employee or former Employee of Sellers or any other Person (including any
beneficiary or dependent thereof) of any nature or kind whatsoever, including in respect of
continued employment (or resumed employment) for any specified period.
ARTICLE VIII
CONDITIONS TO THE CLOSING
Section 8.1 Conditions to Each Party's Obligation. The Parties' obligation to effect,
and, as to the Purchaser, to cause the relevant Designated Purchasers to effect, the Closing is
subject to the satisfaction or the express written waiver of the Parties, at or prior to the Closing,
of the following conditions:
(a) Regulatory Approvals. All Regulatory Approvals shall have been

obtained.
(b) No Injunctions or Restraints. There shall be in effect no Law or Order

prohibiting the consummation of the transactions contemplated hereby that has not been
withdrawn or terminated.
Section 8.2 Conditions to Sellers' Obligation. The Sellers' obligation to effect the
Closing shall be subject to the fulfillment (or express written waiver by the Sellers), at or prior to
the Closing, of each of the following additional conditions:
(a) Representations and Warranties. Each representation and warranty

contained in ARTICLE III (disregarding all materiality and material adverse effect
qualifications contained therein) shall be true and correct as if made on and as of the
Closing Date (unless such representation or warranty is made as of another date, in which
case, as of such other date), except for such failures to be so true and correct as would
not, individually or in the aggregate, materially impair or delay the Purchaser's ability to
consummate the transactions contemplated by this Agreement and the other Transaction
Documents. The Sellers shall have received a certificate of the Purchaser to such effect
signed by a duly authorized representative thereof.
(b) Covenants. The covenants contained in this Agreement to be complied

with by the Purchaser on or before the Closing shall have been complied with in all
material respects. The Sellers shall have received a certificate of the Purchaser to such
effect signed by a duly authorized officer thereof.
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(c) Closing Deliveries. Each of the deliveries required to be made to the
Sellers pursuant to Section 2.3(c) shall have been so delivered.
(d) Court Orders. The Stalking Horse and Bidding Procedures Order and the
Sale Order, each in form and substance satisfactory to the Purchaser, shall have been
entered by the Bankruptcy Court and shall not have been stayed or modified as of the
Closing.
(e) Releases. Each of Purchaser, the Designated Purchasers and the other
Persons listed on Exhibit G-1 hereto shall have executed and delivered releases in
substantially the form of Exhibit G-3 hereto.
Section 8.3 Conditions to Purchaser's Obligation. The Purchaser's obligation to effect,

and to cause the relevant Designated Purchasers to effect, the Closing shall be subject to the
fulfillment (or express written waiver by the Purchaser), at or prior to the Closing, of each of the
following additional conditions:
(a) Representations and Warranties. Each of the representations and

warranties, other than the representations and warranties in Section 4.9, set forth in
ARTICLE IV (disregarding all materiality and material adverse effect qualifications
contained therein) shall be true and correct as if made on and as of the Closing Date
(unless such representation or warranty is made as of another date, in which case, as of
such other date), except, for each of the representations and warranties set forth in
ARTICLE IV, for such failures to be so true and correct that have not had a Material
Adverse Effect. Each of the representations and warranties set forth in Section 4.9 shall
be true and correct as if made on and as of the Closing Date. The Purchasers shall have
received a certificate of each of the Sellers to such effect signed by a duly authorized
officer thereof.
(b) Covenants. The covenants, obligations and agreements contained in this

Agreement to be complied with by the Sellers on or before the Closing shall have been
complied with in all material respects. The Purchasers shall have received a certificate of
each of the Sellers to such effect signed by a duly authorized representative thereof.
(c) No Material Adverse Effect. There shall not have occurred any changes,
effects or circumstances constituting, or which would be reasonably likely to result in a
Material Adverse Effect.
(d) Assigned Contracts Approval. Subject to Section 2.1(e), the Bankruptcy

Court shall have approved and authorized the assumption and assignment of such
Assigned Contracts with respect to which the Purchaser shall have provided the requisite
adequate assurance.
(e) Closing Deliveries. Each of the deliveries required to be made to

Purchaser pursuant to Section 2.3 shall have been so delivered
(f) Violations of Law. Seller shall not have any Knowledge of any violation
or violations of Law arising after the date hereof that would result in fines, penalties or
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similar charges by a Governmental Authority to the Sellers in the aggregate in excess of
$100,000, other than Liabilities related to inadvertent over-billings and similar immaterial
and inadvertent violations that have occurred in the ordinary course of business.
(g) Court Orders. The Stalking Horse and Bidding Procedures Order and the
Sale Order shall have been entered by the Bankruptcy Court, shall not have been stayed
or modified, and shall have become Final Orders.
(h) No Default or Event of Default Under the DIP Credit Agreement. No

Default or Event of Default (each as defined in the DIP Credit Agreement) shall have
occurred and is continuing and not waived under the DIP Loan Documents, subject to
any applicable cure period under the DIP Loan Documents.
(i) Wind-Down Amount and Other Fees. Sellers shall have sufficient cash
available for (i) the payment of all requisite filing fees related to any filing or application
made in respect of obtaining Regulatory Approvals and (ii) the Wind-Down Amount.
(j) Third Party Consents. All Consents listed in Section 8.3(i) of the Sellers
Disclosure Letter (or waivers thereof) shall have been obtained.
(k) Releases. Each Seller and each of the Persons listed on Exhibit G-2 hereto
shall have executed and delivered releases in substantially the form of Exhibit G-3 hereto.
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 the Sellers and the Purchaser;
(b) by either Party, upon written notice to the other:
(i) in the event of a material breach by the other Party of such other
Party's representations, warranties, agreements or covenants set forth in this
Agreement, which breach (A) would result in a failure of the conditions to
Closing set forth in Section 8.1, Section 8.2 or Section 8.3, as applicable, and (B)
is not cured within 20 days from receipt of a written notice from the non-
breaching Party;
(ii) if a Government Entity issues an Order prohibiting the transactions

contemplated hereby that shall have become final and non-appealable;
(iii) if the Closing does not take place by May 18, 2012; provided, that,
if the Closing does not take place within such period due to a material breach of
this Agreement by any Seller, on the one hand, or the Purchaser or any
Designated Purchaser, on the other hand, then such breaching Party may not
terminate this Agreement pursuant this clause (iii); or
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(iv) upon the entry of an Order by the Bankruptcy Court authorizing an
Alternative Transaction;
(c) by the Purchaser, upon written notice to the Sellers:
(i) if the Sale Order, in form and substance acceptable to Purchaser

and the Sellers, each in its respective sole discretion, has not been entered no later
than ten (10) Business Days prior to the Closing Date;
(ii) if the Sellers withdraw or seek authority to withdraw the Sale

Motion;
(iii) if the purchase and sale of the Assets and the assumption of the
Assumed Liabilities on the terms described herein has not been completed on or
before May 11, 2012;
(iv) if the Sellers announce any plan of liquidation or a sale pursuant to

the Auction, in each case, in lieu of consummating this Agreement;
(v) upon the sale, transfer or other disposition, directly or indirectly, of

any material portion of the Business or the Assets (other than as a going concern)
in connection with the closure, liquidation or winding up of the Business or any of
the Sellers, except in connection with the Chapter 11 Cases and except with the
consent of the Purchaser;
(vi) if the Chapter 11 Cases are dismissed or converted to cases under

Chapter 7 of the Bankruptcy Code and neither such dismissal nor conversion
expressly contemplates the transactions provided for in this Agreement, or a
trustee is appointed for the Sellers and such trustee rejects the transactions
contemplated by this Agreement;
(vii) if there shall have occurred and is continuing and not waived under
the DIP Loan Documents, any Default or Event of Default (each as defined in the
DIP Credit Agreement), subject to any applicable cure period under the DIP Loan
Documents; or
(viii) if, after the date hereof, a Material Adverse Effect occurs;
provided, however, that the right to terminate this Agreement pursuant to Section
9.1(b)(i) and Section 9.1(b)(iii) shall not be available to any Party whose breach hereof has been
the principal cause of, or has directly resulted in, the event or condition purportedly giving rise to
a right to terminate this Agreement under such clauses.
Section 9.2 Effects of Termination. If this Agreement is validly terminated pursuant

to Section 9.1:
(a) all further obligations of the Parties under or pursuant to this Agreement
shall terminate without further liability of any Party to the other except for the provisions
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of (i) Section 5.5 (Public Announcements), (ii) Section 5.9 (Transaction Expenses), (iii)
Section 5.10 (Confidentiality), (iv) Section 7.4(b)(ii) (Other Employee Covenants), (v)
this Section 9.2 (Effects of Termination), and (vi) ARTICLE X (Miscellaneous);
provided, that nothing herein shall relieve any Party from Liability for any breach of this
Agreement occurring before the termination hereof;
(b) the amount necessary to payoff in full and terminate the DIP Credit
Agreement will be paid by the Sellers in cash pursuant to the terms of the DIP Credit
Agreement; and
(c) if an Alternative Transaction is consummated, the Purchaser shall be

entitled to (i) a break-up fee in an amount of Two Million Dollars ($2,000,000) (the
“Break-Up Fee”), and (ii) reimbursement of its reasonable out-of-pocket fees and
expenses actually incurred in connection with this Agreement and the transactions
contemplated hereby, in an amount not to exceed $250,000. The obligations of the
Sellers under this clause (c) survive the termination of this Agreement.
ARTICLE X
MISCELLANEOUS
Section 10.1 No Survival of Representations and Warranties or Covenants. No

representations or warranties, covenants or agreements in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive beyond the Closing. Accordingly, no claim of
any nature whatsoever for breach of such representations, warranties, covenants or agreements
may be made, or Action instituted, after the Closing. Notwithstanding the foregoing, the
covenants and agreements that by their terms are to be satisfied after the Closing shall survive
the Closing until satisfied in accordance with their terms, and each Party shall be liable to the
other Party after the Closing for any breach thereof.
Section 10.2 Remedies.
(a) No failure to exercise, and no delay in exercising, any right, remedy,

power or privilege under this Agreement by any Party will operate as a waiver of such
right, remedy, power or privilege, nor will any single or partial exercise of any right,
remedy, power or privilege under this Agreement preclude any other or further exercise
of such right, remedy, power or privilege or the exercise of any other right, remedy,
power or privilege. The rights and remedies of the Parties to this Agreement are
cumulative and are not exclusive of any other remedies provided by Law.
(b) Sellers, on the one hand, and the Purchaser, on the other, acknowledge and
agree that the other Party would be irreparably damaged if any of the provisions of this
Agreement are not performed by such Party in accordance with their specific terms or are
otherwise breached and that any non-performance or breach of this Agreement by such
Party could not be adequately compensated by monetary damages alone and that the
other Party would not have any adequate remedy at Law. Accordingly, in addition to any
other right or remedy to which the Sellers or Purchaser may be entitled, at Law or in
equity (including monetary damages), the Sellers and Purchaser shall be entitled to
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enforce any provision of this Agreement by a decree of specific performance and to
temporary, preliminary and permanent injunctive relief to prevent breaches or threatened
breaches of any of the provisions of this Agreement without posting any bond or other
undertaking. The Sellers and Purchaser agree that they will not contest the
appropriateness of specific performance as a remedy.
Section 10.3 No Third-Party Beneficiaries. Except as provided in Section 5.17(a), this

Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other Person any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 10.4 Consent to Amendments; Waivers. No Party shall be deemed to have

waived any provision of this Agreement or any of the other Transaction Documents unless such
waiver is in writing, and then such waiver shall be limited to the circumstances set forth in such
written waiver. This Agreement and the other Transaction Documents shall not be amended,
altered or qualified except by an instrument in writing signed by all the parties hereto or thereto,
as the case may be.
Section 10.5 Successors and Assigns. This Agreement and the agreements set forth in
the other Transaction Documents in connection with the transactions contemplated hereby, will
be binding upon and inure to the benefit of such Parties and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by any Party without the prior written consent of the other Party,
which consent may be withheld in such Party's sole discretion, except for (a) assignment to an
Affiliate of a Party (provided, that such Party remains liable jointly and severally with its
assignee Affiliate for the assigned obligations to the other Party) and (b) assignment by the
Sellers to a succeeding entity following the Sellers' emergence from the Chapter 11 Cases.
Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or future exercise of any other right hereunder or under any Transaction
Document. The failure of any party hereto or thereto to assert any of its rights hereunder or
thereunder shall not constitute a waiver of any of such rights.
Section 10.6 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(a) Any questions, claims, disputes, remedies or Actions arising from or

related to this Agreement, and any relief or remedies sought by any Parties, shall be
governed exclusively by the Laws of the State of New York without regard to the rules of
conflict of laws applied therein or any other jurisdiction.
(b) To the fullest extent permitted by applicable Law, each Party (i) agrees
that any claim or Action by such Party seeking any relief whatsoever arising out of, or in
connection with, this Agreement or the transactions contemplated hereby shall be brought
only in the Bankruptcy Court, if brought prior to the entry of a final decree closing the
Chapter 11 Cases or in the federal courts in the Southern District of New York
(collectively, the "Courts"), if brought after entry of such final decree closing the Chapter
11 Cases, mutatis mutandis, and shall not be brought in any other U.S. court or any court
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in any other country, (ii) agrees to submit to the exclusive jurisdiction of the Courts, as
applicable pursuant to the preceding clause (i), for purposes of all legal proceedings
arising out of, or in connection with, this Agreement or the transactions contemplated
hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter
have to the laying of the venue of any such Action brought in such a court or any claim
that any such Action brought in such a court has been brought in an inconvenient forum,
(iv) agrees that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 10.7 or any other manner as may be
permitted by Law shall be valid and sufficient service thereof, and (v) agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by applicable
Law.
(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.6.
Section 10.7 Notices. All demands, notices, communications and reports provided for
in this Agreement shall be in writing and shall be either sent by facsimile transmission with
confirmation to the number specified below or personally delivered or sent by reputable
overnight courier service (delivery charges prepaid) to any Party at the address specified below,
or at such address, to the attention of such other Person, and with such other copy, as the
recipient Party has specified by prior written notice to the sending Party pursuant to the
provisions of this Section 10.7.
If to the Purchaser to:
CSHM LLC
c/o Garrison Investment Group
9th Floor
1350 Avenue of Americas
New York, New York 10019
Attention: Terence Moore/ Susan George
Facsimile: (212) 372-9525
With copies (that shall not constitute notice) to:
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Gibson, Dunn & Crutcher LLP
200 Park Ave.
New York, NY 10166
Attention: David Feldman/J. Eric Wise
Facsimile: (212) 351-6366/6220
and
Shearman & Sterling LLP

599 Lexington Avenue
New York, New York 10022
Attention: Steven Sherman
Robert Britton
Facsimile: (646) 848-7786
If to the Sellers to:
Church Street Health Management, LLC

628 Church Street, Suite 520
Nashville, TN 37219
Attn: Sheila Sawyer, General Counsel
Facsimile: (615) 986-1706
With copies (that shall not constitute notice) to:
Waller Lansden Dortch & Davis, LLP

Nashville, TN 37219
Attn: John Tishler
Donald Moody
Katie Stenberg
Facsimile: (615) 244-6804
Any such demand, notice, communication or report shall be deemed to have been given
pursuant to this Agreement when delivered personally, when confirmed if by facsimile
transmission, or on the calendar day after deposit with a reputable overnight courier service, as
applicable.
Section 10.8 Exhibits; Sellers Disclosure Letter.
(a) The Sellers Disclosure Letter and the Exhibits attached hereto constitute a
part of this Agreement and are incorporated into this Agreement for all purposes as if
fully set forth herein.
(b) For purposes of the representations and warranties of the Sellers contained
in this Agreement, disclosure in any section of the Sellers Disclosure Letter of any facts
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or circumstances shall be deemed to be adequate response and disclosure of such facts or
circumstances with respect to all representations or warranties by the Sellers calling for
disclosure of such information, whether or not such disclosure is specifically associated
with or purports to respond to one or more of such representations or warranties, only if it
is reasonably apparent from the Sellers Disclosure Letter that such disclosure is
applicable. The inclusion of any information in any section of the Sellers Disclosure
Letter or other document delivered by the Sellers pursuant to this Agreement shall not be
deemed to be an admission or evidence of the materiality of such item, nor shall it
establish a standard of materiality for any purpose whatsoever. No disclosure in the
Sellers Disclosure Letter relating to any possible breach or violation of any Contract or
Law shall be construed as an admission or indication that any such breach or violation
exists or has actually occurred, and nothing in the Sellers Disclosure Letter shall
constitute an admission of any Liability of any Seller to any Third Party or shall confer or
give to any Third Party any remedy, claim, liability, reimbursement, cause of action or
other right.
Section 10.9 Counterparts. The Parties may execute this Agreement in two or more
counterparts (no one of which need contain the signatures of all Parties), each of which will be
an original and all of which together will constitute one and the same instrument.
Section 10.10 No Presumption. The Parties agree that this Agreement was negotiated
fairly between them at arm's length and that the final terms of this Agreement are the product of
the Parties' negotiations. Each Party represents and warrants that it has sought and received
experienced legal counsel of its own choosing with regard to the contents of this Agreement and
the rights and obligations affected hereby. The Parties agree that this Agreement shall be
deemed to have been jointly and equally drafted by them, and that the provisions of this
Agreement therefore should not be construed against a Party on the grounds that such Party
drafted or was more responsible for drafting the provisions.
Section 10.11 Severability. If any provision, clause, or part of this Agreement, or the
application thereof under certain circumstances, is held invalid, illegal or incapable of being
enforced in any jurisdiction, (a) as to such jurisdiction, the remainder of this Agreement or the
application of such provision, clause or part under other circumstances, and (b) as for any other
jurisdiction, any provision of this Agreement, shall not be affected and shall remain in full force
and effect, unless, in each case, such invalidity, illegality or unenforceability in such jurisdiction
materially impairs the ability of the Parties to consummate the transactions contemplated by this
Agreement. Upon such determination that any clause or other provision is invalid, illegal or
incapable of being enforced in such jurisdiction, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated hereby be consummated
as originally contemplated to the greatest extent possible even in such jurisdiction.
Section 10.12 Entire Agreement. This Agreement (including the Sellers Disclosure
Letter and the Exhibits hereto) and the other Transaction Documents set forth the entire
understanding of the Parties relating to the subject matter hereof and thereof, and all prior or
contemporaneous understandings, agreements, representations and warranties, whether written or
oral, are superseded by this Agreement and the other Transaction Documents, and all such prior
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or contemporaneous understandings, agreements, representations and warranties are hereby
terminated. In the event of any irreconcilable conflict between this Agreement and any of the
other Transaction Documents, the provisions of this Agreement shall prevail, regardless of the
fact that certain other Transaction Documents may be subject to different governing Laws
(unless the other Transaction Documents expressly provide otherwise).
Section 10.13 Damages. Under no circumstances shall any Party be liable for punitive
damages arising out of or in connection with this Agreement or the transactions contemplated
hereby or any breach or alleged breach of any of the terms hereof (unless payable to a Third
Party).
Section 10.14 Bulk Sales Laws. Each Party waives compliance by the other Party with
any applicable bulk sales Law.
Section 10.15 Risk of Loss. Until the Closing, any loss of or damage to the assets of the
Assets from fire, casualty or any other occurrence shall be the sole responsibility of the Sellers;
provided, that if the Closing occurs following any such loss or damage and such loss or damage
has not been remedied by the Sellers, the Sellers shall remit, or cause to be remitted, to the
Purchaser any insurance proceeds related to such loss or damage that are received by any Seller
(or its estate).
*****
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Exhibit A
List of Purchaser's Persons with Knowledge
Susan George
Terence Moore
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Exhibit B
Sellers Disclosure Letter
Attached.
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EXHIBIT B
SELLERS DISCLOSURE LETTER
TO
BY AND AMONG
CHURCH STREET HEALTH MANAGEMENT, LLC,
THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS
AND
CSHM LLC
DATED AS OF MARCH 2, 2012
This Sellers Disclosure Letter is delivered by the Sellers to the Purchaser in connection with the
Asset Sale Agreement (the “Agreement”), dated as of March 2, 2012, by and among Church Street Health
Management LLC, a Delaware limited liability company, Small Smiles Holding Company, LLC, a
Delaware limited liability company, FORBA NY, LLC, a New York limited liability company, FORBA
Services, Inc., a Delaware corporation, EEHC, Inc., a Delaware Corporation, and CSHM LLC, a Delaware
limited liability company. Capitalized terms not expressly defined in this Sellers Disclosure Letter have the
meanings given to them in the Agreement.
The headings contained in this Sellers Disclosure Letter are for convenience of reference only and
shall not be deemed to modify or influence the interpretation of the Agreement or the information
contained in this Sellers Disclosure Letter. Unless otherwise indicated herein, all section references are to
sections of the Agreement. Disclosure in any section of this Sellers Disclosure Letter of any facts or
circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with
respect to all representations or warranties by the Sellers calling for disclosure of such information, whether
or not such disclosure is specifically associated with or purports to respond to one or more of such
representations or warranties, only if it is reasonably apparent from this Sellers Disclosure Letter that such
disclosure is applicable. The inclusion of any information in any section of this Sellers Disclosure Letter
shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a
standard of materiality for any purpose whatsoever. No disclosure in this Sellers Disclosure Letter relating
to any possible breach or violation of any Contract or Law shall be construed as an admission or indication
that any such breach or violation exists or has actually occurred, and nothing in this Sellers Disclosure
Letter shall constitute an admission of any Liability of any Seller to any Third Party or shall confer or give
to any Third Party any remedy, claim, liability, reimbursement, cause of action or other right. The
information contained in this Sellers Disclosure Letter is qualified in its entirety by reference to the
Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or
warranties of any Seller or the Business except as and to the extent provided in the Agreement.
8568727.13
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Section 1.1(a)
Designated Seller Contracts
Management Services Agreements

Effective Practice
Practice Name Date Number City State
Small Smiles of Akron, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS 02/22/07 054 Akron Ohio
Albany Access Dentistry, PLLC
[To be rejected] 06/27/08 029 Albany New York
Small Smiles Dentistry for Children,
Albuquerque, PC 09/26/06 003 Albuquerque New Mexico
Small Smiles of Atlanta, P.C. 09/26/06 016 Atlanta Georgia
Small Smiles of Augusta, P.C. 09/26/06 021 Augusta Georgia
6th Street of Denver Dental Clinic, PC 09/26/06 005 Aurora Colorado
Texas Smiles Dental Center of Austin,
PLLC 06/14/07 065 Austin Texas
Small Smiles Dental Center of North
Austin, PLLC 09/11/07 N/A Austin Texas
Small Smiles of Baltimore, P.C. 09/26/06 047 Baltimore Maryland
Small Smiles Dental Center of Central
Baltimore, PC – Gillian Robinson-
Warner, DDS 01/12/11 075 Baltimore Maryland
Texas Smiles Dental Center of
Beaumont, PLLC 04/16/07 059 Beaumont Texas
Small Smiles Dental Clinic of Boise,
PLLC 09/26/06 028 Boise Idaho
Small Smiles Dental Center of
Brockton, LLC 07/10/07 063 Brockton Massachusetts
Children’s Dental Clinic of Charleston,
LLC 09/26/06 013 Charleston South Carolina
Small Smiles of Cincinnati, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS 09/26/06 036 Cincinnati Ohio
PC 09/26/06 001 Colorado Springs Colorado
Small Smiles Dental Centers of
Columbia, LLC 09/26/06 011 Columbia South Carolina
Small Smiles of Columbus, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS 09/26/06 027 Columbus Ohio
Small Smiles Dental Center of West
Columbus, LLC – Kenneth E. Knott,
DDS and Robert F. Andrus, DDS 07/25/07 N/A Columbus Ohio
Small Smiles of Dayton, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS 09/26/06 033 Dayton Ohio
Smile High Dentistry for Children, PC 09/26/06 002 Denver Colorado
Small Smiles of Dothan, P.C. 02/02/07 056 Dothan Alabama
Small Smiles of East Albuquerque, PC 09/26/06 038 Albuquerque New Mexico
Children’s Dental Clinic of Florence,
LLC 09/26/06 017 Florence South Carolina
Small Smiles of Fort Wayne, LLC 09/26/06 039 Fort Wayne Indiana
Children’s Dental Clinic of Gary, LLC 09/26/06 008 Gary Indiana
Small Smiles of Greeley, P.C. 10/18/06 051 Greeley Colorado
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Effective Practice
Greenville, LLC 09/26/06 010 Greenville South Carolina
Hartford, PC 08/15/07 067 Hartford Connecticut
Small Smiles of Hartford West, PC 08/12/08 074 Hartford Connecticut
Holyoke, LLC 07/10/07 066 Holyoke Massachusetts
Wild Smiles Dental Center of Houston,
PLLC 07/19/07 069 Houston Texas
The Children’s Dental Clinic of
Indianapolis, LLC 09/26/06 007 Indianapolis Indiana
Dental Clinic of Indianapolis at
Eagledale Plaza, LLC 09/26/06 014 Indianapolis Indiana
The Indian Springs Dental Clinic, LLC 09/09/03 015 Kansas City Kansas
Small Smiles of Langley Park, PC
[To be rejected] 03/29/07 N/A Langley Park Maryland
Small Smiles of Lawrence, LLC 09/26/06 030 Lawrence Massachusetts
Lexington, P.S.C. 09/13/07 N/A Lexington Kentucky
Small Smiles of Louisville, P.S.C. 07/01/07 058 Louisville Kentucky
Small Smiles of Lynn, LLC 09/26/06 035 Lynn Massachusetts
Small Smiles of Macon, P.C. 09/26/06 019 Macon Georgia
Small Smiles of Manassas, LLC 02/23/07 055 Manassas Virginia
Manchester, PLLC 07/30/07 064 Manchester New Hampshire
Small Smiles of Mattapan, LLC 09/26/06 034 Mattapan Massachusetts
Small Smiles of Montgomery, P.C. 12/06/06 050 Montgomery Alabama
Small Smiles of Myrtle Beach, LLC 09/26/06 043 Myrtle Beach South Carolina
Small Smiles Dentistry of Newburgh,
LLC [To be rejected] 07/17/07 N/A Newburgh New York
Small Smiles of North Baltimore, P.C. 07/02/07 053 Baltimore Maryland
Small Smiles Dental Center of Odessa,
PLLC 08/22/07 N/A Odessa Texas
Children’s Dental Clinic of Oklahoma
City, PLLC
[To be rejected] 09/26/06 024 Oklahoma City Oklahoma
Small Smiles of Oxon Hill, PC 08/10/07 060 Oxon Hill Maryland
Children’s Medicaid Dental Clinic, PC
[To be rejected] 09/26/06 006 Phoenix Arizona
Small Smiles Dental Center of East
Liberty, LLC 07/19/07 068 Pittsburgh Pennsylvania
Small Smiles Dental Center of Pueblo,
P.C. 09/26/06 000 Pueblo Colorado
Small Smiles of Reno, LLC 02/10/09 037 Reno Nevada
Small Smiles of Richmond, LLC 09/26/06 041 Richmond Virginia
Small Smiles of Roanoke, LLC 09/26/06 045 Roanoke Virginia
Straight Smiles of Roanoke, PLLC 09/15/10 901 Roanoke Virginia
Small Smiles Dentistry of Rochester,
LLC 09/26/06 025 Rochester New York
Small Smiles of Roselawn, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS 09/26/06 032 Roselawn Ohio
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Effective Practice
Small Smiles Dental Center of San
Antonio, PLLC 08/14/07 070 San Antonio Texas
Santa Fe, PC 09/26/06 004 Santa Fe New Mexico
Small Smiles of Savannah, P.C. 09/26/06 023 Savannah Georgia
Small Smiles of South Bend, LLC 05/02/07 061 South Bend Indiana
Small Smiles of Spartanburg, LLC 09/26/06 040 Spartanburg South Carolina
Small Smiles of Springfield, LLC 09/26/06 026 Springfield Massachusetts
Small Smiles Dentistry of Syracuse,
LLC 09/26/06 022 Syracuse New York
Children’s Dental Clinic of Thornton,
PC 09/26/06 009 Thornton Colorado
Small Smiles of Toledo, LLC - Jodi
Kuhn, DDS and Olivia Croom, DDS
[To be rejected] 09/26/06 042 Toledo Ohio
Topeka Dental Clinic, LLC 03/01/06 044 Topeka Kansas
Children’s Dental Clinic of Tucson,
LLC [To be rejected] 09/26/06 012 Tucson Arizona
Children’s Dental Clinic of Tulsa,
PLLC 09/26/06 020 Tulsa Oklahoma
Texas Smiles Dental Center of Waco,
PLLC 01/02/08 N/A Waco Texas
Small Smiles of South Washington, District of
D.C., PC 05/27/10 071 Washington Columbia
District of
Small Smiles of Washington D.C., PC 09/26/06 049 Washington Columbia
Small Smiles of Wichita, LLC 06/01/06 018 Wichita Kansas
Straight Smiles of Worcester, LLC 01/01/11 Worcester Massachusetts
Small Smiles of Worcester, LLC 09/26/06 031 Worcester Massachusetts
Small Smiles of Youngstown, LLC -
Michael Crites, DDS 10/01/10 057 Youngstown Ohio
Corporate Integrity Agreements, Settlement Agreements and Waivers

Agreement Government Entity Date
Corporate Integrity Agreement Office of the Inspector General January 15, 2010
Amended Corporate Integrity Agreement New York Office of Medicaid January 15, 2010
Inspector General
Civil Settlement Agreement U.S. Department of Justice January 15, 2010
Waiver of Payment Acceleration Rights U.S. Department of Justice January 30, 2012
Agreement between Church Street Health New York State Office of February 15, 2012
Management, LLC, New York State Office Medicaid Inspector General and
of Medicaid Inspector General and the New the New York State Office of the
York State Office of the Attorney General Attorney General
State Settlement Agreement State of Alabama January 14, 2010
Waiver of Payment Acceleration Rights February 16, 2012

State Settlement Agreement State of Arizona January 16, 2010

State Settlement Agreement State of Colorado January 14, 2010
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State Settlement Agreement State of Connecticut January 28, 2010
State Settlement Agreement District of Columbia January 14, 2010

State Settlement Agreement State of Georgia January 14, 2010

State Settlement Agreement State of Idaho January 14, 2010

State Settlement Agreement State of Indiana January 14, 2010

State Settlement Agreement State of Kansas January 14, 2010

State Settlement Agreement Commonwealth of Kentucky January 14, 2010

State Settlement Agreement State of Maryland January 14, 2010

State Settlement Agreement Commonwealth of Massachusetts January 14, 2010

State Settlement Agreement State of Nebraska January 14, 2010

State Settlement Agreement State of Nevada January 14, 2010

State Settlement Agreement State of New Hampshire January 14, 2010

State Settlement Agreement State of New Mexico January 14, 2010

State Settlement Agreement State of New York January 20, 2010

State Settlement Agreement State of Ohio January 14, 2010
Waiver of Payment Acceleration Rights by February 16, 2012

Deputy Attorney General for Law
Enforcement
State Settlement Agreement State of Oklahoma January 14, 2010

State Settlement Agreement Commonwealth of Pennsylvania January 14, 2010
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State Settlement Agreement State of South Carolina January 14, 2010

State Settlement Agreement State of Texas January 14, 2010

State Settlement Agreement Commonwealth of Virginia January 14, 2010
Prepetition Facilities
Facility Lenders Borrowing Parties Date
Amended and Restated Lenders from time to SSO Funding Corp., Church February 1, 2010
Registered Lease and time party thereto, and Street Health Management,
License Financing and CIT Healthcare LLC, as LLC (formerly FORBA
Purchase Option collateral agent and Holdings, LLC)
Agreement administrative agent
Amended and Restated CIT Healthcare LLC, SSO Funding Corp., Church February 1, 2010
Senior Murabaha Arcapita Investment Street Health Management,
Facility Agreement Funding Limited and LLC (formerly FORBA
AIA Limited Holdings, LLC)
Amended and Restated American Capital, Ltd., SSH Funding Corp., Church February 1, 2010
Subordinated Carlyle Mezzanine Street Health Management,
Murabaha Facility Partners, L.P., Arcapita LLC (formerly FORBA
Agreement Investment Funding Holdings, LLC)
Limited and AIA
Limited
Civil Settlement U.S. Department of FORBA Holdings, LLC January 15, 2010
Agreement Justice (n/k/a Church Street Health
Management, LLC)
Monitor Agreements
1. Corporate Integrity Agreement Monitoring Agreement, dated as of March 15, 2010, by and between
FORBA Holdings, LLC (n/k/a Church Street Health Management, LLC) and StrategicHealth
Solutions, LLC.
2. Letter Agreement, dated as of February 12, 2010, by and between FORBA Holdings, LLC (n/k/a
Church Street Health Management, LLC) and FTI Consulting Inc.
Employment Agreements
1. Employment Agreement, dated as of June 1, 2009, by and between EEHC, Inc. and Steven M. Adair,
DDS, as amended as of February 3, 2011.
2. Amended and Restated Employment Agreement, dated as of September 1, 2010, by and among Small
Smiles Holding Company, LLC, FORBA Holdings, LLC (n/k/a Church Street Health Management,
LLC), EEHC, Inc. and Rodney Cawood.
3. Employment Agreement, dated as of December 7, 2011, by and between EEHC, Inc. and Olivia
Croom, DDS.
4. Severance Agreement, dated as of January 4, 2012, by and between EEHC, Inc. and Tracye Mayolo.
5. Employment Agreement, dated as of January 12, 2012, by and between EEHC, Inc. and Ghassan
Souri, DDS.
6. Employment Agreement, dated as of April 8, 2011, by and between EEHC, Inc. and Lorri Steiner.
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7. Employment Agreement, dated as of September 16, 2011, by and between EEHC, Inc. and Sheila
Sawyer.
8. Employment Agreement, dated on or about June 15, 2011, by and between EEHC, Inc. and Brad
Gardner.
9. Employment Agreement, dated as of February 7, 2011, by and between EEHC, Inc. and Marlene
Navedo, DDS.
10. Employment Agreement, dated as of September 10, 2007, by and between EEHC, Inc. and Kevin M.
Reilly, DDS, as amended as of April 8, 2008 and February 3, 2011.
11. New York State Dental Director Agreement, dated as of September 1, 2011, by and between Church
Street Health Management, LLC and Joseph Bernat.
Smiles Holding Company, LLC, FORBA Holdings, LLC (n/k/a Church Street Health Management,
LLC), EEHC, Inc. and Michael G. Lindley. [To be rejected]
Smiles Holding Company, LLC, FORBA Holdings, LLC, EEHC, Inc. and Al J. Smith.
14. Employment Agreement, dates as of October 31, 2008, between FORBA Services, Inc. and Jason P.
Owen, as amended by that certain First Amendment to Employment Agreement dated February 3,
2011, as modified by that certain Transition, Separation, Confidential Severance and General Release
Agreement effective December 9, 2011.
KEIP Agreements
Key Employee Incentive Plans between Church Street and certain employees dated December 19, 2011.
Severance Agreements
Various Severance Agreements by and among Small Smiles Holding Company, LLC, FORBA Holdings,
LLC (n/k/a Church Street Health Management, LLC), EEHC, Inc. and/or FORBA Services, Inc., as
applicable, and each of the following:
1. Brandon Dyson
2. Tom Hillebrand
3. Allison K. Luke
4. Alana Denney
5. Jason Owen
Separation Agreements
Various Separation Agreements by and between FORBA Services, Inc. or EEHC, Inc., as applicable, and
each of the following:
1. Robert F. Andrus
2. Kenneth Knott
3. Amber Behles
4. Janice Lewis
5. Laurie Knight
6. Kallene West
7. Elizabeth P. Tran
8. Jerry Crenshaw
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Non-Compete Agreements
Various Non-Compete Agreements, dated as of September 26, 2006, by and between Sanus Holdings, LLC
(n/k/a Church Street Health Management, LLC), and each of the following:
1. FORBA, LLC
2. DD Marketing, Inc.
3. DeRose Management, LLC
4. FORBA NY, LLC
5. Dan DeRose
6. Michael W. Roumph
7. Richard B. Lane
8. William A. Mueller
9. Adolph R. Padula
10. Michael A. DeRose
11. Elsa McTavish
12. Jack McTavish
13. John Parrish
14. Lisa DeRose
15. Mark DeRose
16. Paula Kochenberger
Indemnification Agreements
Various Indemnification Agreements by and among Sanus Holdings, LLC (n/k/a Church Street Health
Management, LLC) and/or FORBA Holdings, LLC (n/k/a Church Street Health Management, LLC), as
applicable, and each of the following:
1. Mareen George, DMD
2. Yogita Kanorwalla, DMD
3. Karen Chu-Gongora, DMD
4. Monica Switzer, DDS
5. Gillian Robinson-Warner, DDS
6. Toni Adderley, DDS
7. Maziar Izadi, DDS
8. Mike Lindley
9. Al Smith
10. Rodney Cawood
11. Adolph Padula
Employee Special Percentage Interests Agreements

Various Employee Special Percentage Interests Agreements by and between Small Smiles Holding
Company, LLC and each of the following:
1. Steven M. Adair
2. Robert F. Andrus
3. Michelle M. Campbell
4. Patsy Cresswell
5. Todd R. Cruse
6. Daniel E. Dunn
7. Brandon F. Dyson
8. Bradford N. Gardner
9. Tammy Green
10. Kenneth Knott
11. Jacob Kochenberger
12. Jenna L. Kochenberger
13. Lara L. Lott
14. Allison Luke
15. Michael Francis McCulla
16. Lisa Mullinix
17. Steven W. Nitchen
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18. Jason P. Owen
19. Kevin G. Reilly
20. Kevin M. Reilly
21. Timothy Richter
22. Gary Sisco
23. Amanda L. Skelley
24. Lorri L. Steiner
25. Chase W. Trivett
26. Jacob C. West
27. Kallene M. West
28. Bradley B. Williams
29. Linda Zoeller
Employee Membership Interests Subscription Agreements

Various Employee Membership Interest Subscription Agreements by and between Small Smiles Holding
Company, LLC and each of the following:
1. Vincent J. Benfatti
2. Trevor M. Blazer
3. Phyllis B. Brown
4. Joseph D. Bower
5. Michelle M. Campbell
6. Anna M. Casarez
7. Todd R. Cruse
8. Daniel E. Dunn
9. Brandon F. Dyson
10. Bradford N. Gardner
11. Christopher Hatch
12. Jacob Kochenberger
13. Elizabeth A. Lown
14. Michael Francis McCulla
15. Timothy G. Richter
16. Suzanne Seigenthaler
17. Amanda L. Skelley
18. Lorri L. Steiner
19. Chase W. Trivett
20. Bradley B. Williams
IP Agreements
Those certain Domain Names and Trademarks, Unregistered Trademarks/Service Marks, Registered
Copyrights, Software and Material IP Agreements set forth in Section 1.1(d) of this Sellers Disclosure
Letter.
Lease Agreements
Those certain Lease Agreements set forth in Section 4.10(b) of this Sellers Disclosure Letter.
Lease Guarantees
Practice
Albuquerque, PC 11/24/09 003 Albuquerque New Mexico
Small Smiles of Baltimore, P.C. 03/31/06 047 Baltimore Maryland
Small Smiles Dental of Central
Baltimore, P.C. – Gillian Robinson-
Warner, DDS 02/03/11 Baltimore Maryland
Texas Smiles Dental Center of
Beaumont, PLLC 03/30/07 059 Beaumont Texas
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Practice
P.C. 08/01/95 001 Colorado Springs Colorado
Columbia, LLC 10/03/02 011 Columbia South Carolina
Small Smiles of Dothan, P.C. 02/26/07 056 Dothan Alabama
Children’s Dental Clinic of Gary, LLC 08/31/07 008 Gary Indiana
Small Smiles of Hartford West, P.C. 12/07/10 074 Hartford Connecticut
Holyoke, LLC 08/01/07 066 Holyoke Massachusetts
Dental Clinic of Indianapolis at
Eagledale Plaza, LLC 04/18/03 014 Indianapolis Indiana
The Children’s Dental Clinic of
Indianapolis, LLC 12/21/01 007 Indianapolis Indiana
Manchester, PLLC 05/30/07 064 Manchester New Hampshire
Small Smiles of Oxon Hill, PC 08/10/07 060 Oxon Hill Maryland
Small Smiles Dental Center of San
Antonio, PLLC 08/22/07 070 San Antonio Texas
Santa Fe, PC 02/04/00 004 Santa Fe New Mexico
Small Smiles of South Bend, LLC 4/24/07 061 South Bend Indiana
Small Smiles of Springfield, LLC 12/14/04 026 Springfield Massachusetts
Children’s Dental Clinic of Thornton,
PC 7/22/02 009 Thornton Colorado
Topeka Dental Clinic, LLC 02/17/06 044 Topeka Kansas
Children’s Dental Clinic of Tucson,
LLC 09/18/02 012 Tucson Arizona
Small Smiles of South Washington, District of
D.C., PC 6/28/10 071 Washington Columbia
Texas Smiles Dental Center of Mission,
PLLC 07/27/10 073 Mission Texas
Small Smiles Dental Center of Muncie,
LLC 10/08/10 072 Muncie Indiana
Small Smiles of Toledo, Inc. – Jodi
Kuhn, DDS and Olivia Croom, DDS 2/16/10 042 Toledo Ohio
Small Smiles of Manassas, LLC 06/06/11 055 Manassas Virginia
Miscellaneous Agreements
1. Asset Purchase Agreement, dated as of June 14, 2006 and amended as of July 28, 2006, by and among
Sanus Holdings, LLC (n/k/a Church Street Health Management, LLC), FORBA, LLC, DD Marketing,
Inc., DeRose Management, LLC and FORBA NY, LLC.
2. Employee Services Agreement, dated as of September 26, 2006, by and between Sanus Services, Inc.
(n/k/a FORBA Services, Inc.) and Sanus Holdings, LLC (n/k/a Church Street Health Management,
LLC).
3. Amended and Restated Investors’ Rights Agreement, dated as of February 1, 2010, by and among
Small Smiles Holding Company, LLC, SS Holding Company, Inc., Oak Hill EP, Inc., Al Smith,
Rodney Cawood, SSH Member, LLC, MezzF LLC, ACAS Equity Holdings Corp. and certain
individual signatories thereto.
4. Confidential Settlement Agreement, General Release, and Covenant Not to Sue, dated as of February
28, 2010, between Licsac LLC (f/k/a/ FORBA LLC), DD Marketing, Inc., Derose Management, LLC,
Licsac NY, LLC (f/k/a FORBA NY, LLC), Danny E. Derose, Edward J. Derose, Michael A. Derose,
Michael W. Roumph, Richard B. Lane, William A. Mueller, Adolph R. Padula, and Padula Family
8568727.13 Section 1.1(a) – 9

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Partnership, LLP on the one hand and Sanus Holdings, LLC (n/k/a Church Street Health Management,
LLC) on the other hand.
5. Agreement, dated as of May 13, 2011, by and between National Union Fire Insurance Company of
Pittsburgh, PA and Small Smiles Holding Company, LLC.
6. Indemnification and Limitation of Liability Agreement, dated as of September 1, 2011, by and among
Alvarez & Marsal Healthcare Industry Group, LLC, Church Street Health Management, LLC and
Waller Lansden Dortch and Davis LLP.
7. Confidentiality Agreement, dated as of December 16, 2011, by and between Jason Owen and Church
Street Health Management, LLC. [To be rejected]
8. Omnibus Waiver, dated as of February 20, 2012, by Small Smiles Holding Company, LLC and each of
the individuals listed above under “Employee Membership Interests Subscription Agreements” and
“Employee Special Percentage Interests Agreements.”
Insurance Policies
Various insurances policies issued to FORBA Holdings, LLC (n/k/a Church Street Health Management,
LLC), Small Smiles Holding Company, LLC, and/or EEHC, Inc., as applicable, by each of the following:
1. Affinity Insurance Services, Inc.
2. Westchester Fire Insurance Company
3. Travelers Casualty and Surety Company of America
4. Hartford Casualty Insurance Company
5. Columbia Casualty Company
6. Accountants Professional Liability
7. The American Insurance Company
Deposit Account Control Agreements

1. Deposit Account Control Agreement, dated as of February 1, 2010, by and among FORBA Holdings,
LLC (n/k/a Church Street Health Management, LLC), Small Smiles Holding Company, LLC, FORBA
NY, LLC, FORBA Services, Inc., EEHC, Inc., SSO Funding Corp., Associated Bank, National
Association and CIT Healthcare, LLC.
2. Deposit Account Control Agreement, dated as of May 10, 2011, by and among Church Street Health
Management, LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA Services, Inc.,
EEHC, Inc., SSO Funding Corp., Pinnacle National Bank, National Association and CIT Healthcare,
LLC.
Business Associate Agreements

Certain business associate agreements with the following parties:
1. Ameriforce Management Services
2. Perkins Coie LLP
3. Berkley Research Group, LLC
4. Bernard Hodes Group, Inc.
5. Dr. Joseph Bernat
6. Balch & Bingham LLP
7. ProviderTrust, L.L.C.
8. Randstad US
9. Linda M. McKinney
10. Indian Springs Dental Clinic, LLC
11. Intalytics
12. Kendrick Financial Services, LLC
13. Kevin Kuehn
14. Medusind Solutions, Inc.
15. Mobile Record Shredders
16. Robert Half Management Resources Salaried Professional Service
17. Brad Smoot
18. TCN Consulting, LLC/Tore Nelson
19. Small Smiles of Wichita, LLC
20. The Indian Springs Dental Clinic, LLC
8568727.13 Section 1.1(a) – 10

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21. Topeka Dental Clinic, LLC
Vendor Contracts
Name of Third Party Services or Scope of Contract Date
A.J. Riggins Health Search LLC
Aaron & Sanders, PLLC Patent, trademark, etc. services 11/18/11
Altair Data Resources, Inc. Customer Intelligence Services 5/12/10
Alvarez & Marsal Healthcare Industry Consulting services regarding 9/1/11
Group, LLC reorganization efforts
Ambulatory Surgery Center Consultants, AAAHC accreditation standards guidance 11/19/11
LLC
Ameri-Force Management Services Call handling services for advertising 7/17/07
purposes
Arcapita Inc. Management services agreement 9/26/06
Arcapita Inc. and AT&T Service Agreement to purchase and use services 9/26/08
Agreement under Arcapita AT&T Service Agreement
AT&T Corp Internet Service 10/27/08
Autonomy Autonomy vault service; connected backup 11/11/11
service
Baker, Donelson, Bearman, Caldwell, & Tennessee Government consulting and 9/1/11
Berkowitz PC lobbying services
Balch & Bingham LLP Consulting 4/6/11
Barnes & Thornburg LLP Engagement letter re: Macri Matter 8/26/2011
Bender, Robert R. Lead Dentist Candidate Assessment 5/16/11
Services
Berkley Research Group Expert Consulting and Support Services 5/3/11
assisting with Craft spreadsheet
Bernard Hodes Group, Inc. Internet-based recruiting management 1/7/11
solutions
Bernard Hodes Group, Inc. Recruiting job posting and advertising 8/1/11
Bernat, Joseph DDS NY dental director 9/1/11
Better Business Solutions Co., Inc. Equipment Leases – 2 copiers 7/11/11
(DeLage Landen Financial Services)
Bradley Arant Boult Cummings
Brasfield & Gorrie, LLC Construction 2/17/10
Brentwood Communications, Inc. Marketing and Management Services 10/1/08
BullsEye Telecom, Inc. Telecommunications 10/28/08
Capitol Advocates Ohio development and legislative 1/1/11
consulting
Centier Bank Auto Rollover Services Fiduciary/Agency 3/29/06
Agreement
Cincinnati Bell Any Distance, Inc. Conferencing 2/2/09
Citrix Online, LLC Online Meetings 8/30/07
Comcast
Cornerstone Healthcare Services, Inc. - EPLS Online Subscription Services 2/18/10
EPSSonline
Coverall North America, Inc. Global Janitorial Cleaning Services 10/28/09
CT Corporation State representation services 8/31/07
DeLage Landen Financial Services Equipment Lease - copier 3/31/10
Dental Power International, Inc. Temporary to Hire and Direct Hire 3/7/11
Placement Services
Earthlink Phone System 6/14/11
FIOS, Inc. IT processing of CSHM documents for 4/19/11
K&S
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FocusOne Services, Inc. Telephone service reviewer - contract 1/1/11
negotiator
FoleyHoag
FTI Healthcare Consulting 2/12/10
FWLLI Federal wage and labor law posters 1/1/12
Gaffney, Bennett & Associates Connecticut Development and legislative 1/1/11
consulting
The Garden City Group, Inc. d/b/a GCG Bankruptcy administration services 2/17/12
Global Compliance Services, Inc. Corporate and Workplace Compliance 12/7/11
Services
Golden Dental Services, LLC Handpiece repair, maintenance, and 3/8/11
replacements
Grubb & Ellis Company Lease restructuring 1/13/11
Helfrich, Loring R. Jr. Health and Wellness services 3/2/11
Henry Schein, Inc. Dental Supplies 7/13/11
HILLCO Partners Consulting 1/1/11
Homewood Suites Hilton Secured special corporate rate for 2011 1/1/12
Infosurv, Inc. Data collection from telephone surveys 4/15/09
Intalytics, Inc. Development of a Small Smiles 12/3/09
Management System
Intero Office Solutions Primary janitorial/sanitation supply 6/1/11
distributor
JLH Consulting and Public Affairs, LLC Colorado Government consulting and 1/1/11
lobbying services
Johnson Haley, LP Massachusetts Government consulting and 1/1/11
lobbying services
Johnson Johnson Crabtree Architects, P.C. Architectural Services 4/15/07
Johnson Johnson Crabtree Architects, P.C. Architectural Services for Worcester 2/16/11
Kendrick Financial Services, LLC Consulting services re CIA Agreement and 4/28/11
other tasks as assigned by Legal and HR
King & Spalding
LBMC Technologies, LLC Support, training and installation of 1/5/12
accounting and network systems and
custom development services
LBMC Technologies, LLC Management Company Payroll
Lockton Professional liability insurance broker /
Health insurance TPA
Marsh USA Inc. D&O Broker 5/1/11
McCoy, Tolleson Environmental Graphic Design and Project 2/24/11
Management Services
Microsoft Licensing GP Software 3/17/09
Mobile Record Shredders
Motion Picture Licensing Corporation Motion Picture License 1/1/12
National Register Agents, Inc. Registered agent for all entities 9/26/06
New Mexico Government Affairs New Mexico Government consulting and 1/1/11
lobbying services
Optimum Translations LLC Transcription of Marketing Materials 7/7/11
Pacific and Southern Company Advertising Ads for Recruiting 7/14/11
Incorporated d/b/a Indystar.com (Career
Builders)
Patterson Dental Supply, Inc. Sundry merchandise - billing of Eaglesoft 5/1/03
software
Perkins Coie Brown & Bain, P.A. Legal Services for Dr. Karen in Phoenix 7/1/11
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PivotHealth, LLC Provider Satisfaction Survey Program 2/18/11
Services
Pomeroy IT Solutions Sales Company, Inc. IT solutions 4/6/11
Prophix Software, Inc. Consulting/training services consolidating 8/8/11
budget figures
Propio Language Services, LLC Foreign language translation services
Provider Trust, LLC Healthcare provider checks 5/11/11
Pueblo Marriott Lodging 2/3/09
Quest Diagnostics, Inc. Substance Abuse Testing 1/1/11
Randstad US, L.P. Permanent Placement Services 4/13/11
RDH Temps, Inc. Staffing Services 5/20/11
Richards & Richards Office Records Storage 2/23/10
Management , Inc.
Robert Half Management Resources Staffing Services 5/2/11
Salaried Professional Service
Ross, Brittain & Schonberg Co., L.P.A
Rubin Meyer Communications, LLC Crisis communications, public relations, 1/1/11
online profile management, etc.
Skylight Financial Inc. Credit Card Services 7/27/07
Smoot, Brad Kansas development and lobbying 1/1/11
Consulting
Snagajob Assessments online hour job applications 9/30/11
Staples Contract & Commercial, Inc. Supply services 12/12/11
Stericycle, Inc. Waste Services 4/1/11
Strategic Health Solutions, LLC Independent Quality of Care Monitoring 1/15/10
Services - See also Retainer Agreement
TCN Consulting, LLC Interim CEO 11/14/11
The Hudson Group, LLC Georgia development and legislative 1/1/10
consulting
The Standard Exclusive Membership 12/16/10
Thomas & Thorngren, Inc. Unemployment review, experience rating, 6/5/07
claims supervision and reporting functions
TMG CO. LLC Gas Supply Services 3/30/10
Tompkins & Kinard, LLC South Carolina Government consulting and 1/11/11
lobbying services
Transcontinental Direct U.S.A. Inc. d/b/a Print and Direct Mail Production Services 11/1/2009
IWCO Direct
Travelink Incorporated American Express Travel Agent 12/29/10
Travel
UMR Health insurance claims and premiums 1/1/11
Vaco, LLC d/b/a Financial Identify prospects for employment 7/22/11
Visual Data Software Corporation Interactiive Voice Response for advertising 1/24/09
Walker Tipps
Waller Lansden Dortch & Davis
Warren, James M. Jr. DRTV Direct Response Television 7/13/09
Consulting
Waste Management National Services, Inc. Waste management services 6/20/11
Young, Angel Consulting services 1/24/12
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Section 1.1(b)
Knowledge
1. Tore Nelson, Chief Executive Officer
2. Rodney Cawood, Executive Vice President and Chief Financial Officer
3. Sheila Sawyer, General Counsel, CAO and Secretary
4. Dr. Kevin Reilly, Executive Vice President (Dental Center Operations)
5. Brad Gardner, Senior Vice President and Controller
6. Lorri Steiner, Senior Vice President and Chief Compliance Officer
7. Brad Williams, Senior Vice President (Tax & Treasury)
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Section 1.1(c)
Regulatory Approvals
Pursuant to the terms of that certain Settlement Agreement, dated as of January 15, 2010, by and
among Church Street, the United States, acting through the U.S. Department of Justice and the OIG-HHS
(the “DOJ”), and the relators party thereto, in the event of a “Company Change of Control,” all principal
and interest remaining outstanding and unpaid pursuant to the Settlement Agreement shall accelerate and
become immediately due and payable. Church Street has obtained a waiver of such payment acceleration
right from the DOJ and certain states, as listed on Section 1.1(a) of this Sellers Disclosure Letter. As of the
date hereof, the State of Virginia has not waived such rights.
8568727.13 Section 1.1(c) – 1

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Section 1.1(d)
Transferred Intellectual Property
Patents
None
Domain Names and Trademarks
1. Federal Trademark/Service Mark Registrations
Serial Registration
Grantor Mark Country Number Number Filing Date Issue Date
FORBA BETTER United 77-295,516 3,538,249 10/03/07 11/25/08
Holdings, ACCESS FOR States
LLC (n/k/a A BETTER
Church Street AMERICA®
Health
Management,
LLC)
FORBA United 85-214,341 Application 1/10/11 Pending
Holdings, States Pending
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA FORBA® United 77-156,357 3,339,163 04/13/07 11/20/07
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA GIVING United 77-402,245 3,613,514 02/21/08 04/28/09
Holdings, AMERICA’S States
LLC (n/k/a KIDS THE
Church Street SMILES THEY
Health DESERVE ®
Management,
LLC)
FORBA United 77-399,110 3,535,270 02/17/08 11/18/08
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA OKLAHOMA United 77-399,111 3,535,271 02/17/08 11/18/08
Holdings, SMILES ® States
LLC (n/k/a
8568727.13 Section 1.1(d) – 1

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Serial Registration
Church Street
Health
Management,
LLC)
FORBA SMALL United 78-953,016 3,529,322 08/16/06 11/04/08
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA United 77-295,476 3,440,297 10/03/07 06/03/08
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
LLC (n/k/a
Church Street
Health
Management,
LLC)
Holdings, SMILES, BIG States
LLC (n/k/a DIFFERENCE
®
Church Street
Health
Management,
LLC)
FORBA STRAIGHT United 85-257,143 Application 3/3/07 Pending
Holdings, SMILES® States Pending
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA United 77-295,422 3,538,248 10/03/07 11/25/08
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
8568727.13 Section 1.1(d) – 2

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Serial Registration
FORBA United 77-295,488 3,751,029 10/03/07 2/10/10
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA TEXAS United 77-295,503 3,710,878 10/03/07 11/17/09
Holdings, SMILES® States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA United 77-601,313 3,684,344 10/27/08 09/15/09
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA United 77-601,305 3,684,343 10/27/08 09/15/09
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
FORBA United 77-601,300 3,684,342 10/27/08 09/15/09
Holdings, States
LLC (n/k/a
Church Street
Health
Management,
LLC)
2. State Trademark/Service Mark Registrations
Registration
Mark State Number Issue Date
WILD SMILES Texas 801027912 09/10/08
Texas 801027917 09/29/08
8568727.13 Section 1.1(d) – 3

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3. Unregistered Trademarks/Service Marks
Registration Date of
Mark Number First Use Products or Services
N/A 6/13/1995 Provision of business management
(unregistered) and related technical services for
dental office development and
operations
4. Trade Names
Small Smiles
Date of First Use – 6/13/1995

Products or services: Provision of business management and related technical services for dental
office development and operations
Location of use: Every state in which there is a dental practice
FORBA
Date of First Use – 6/13/1995

Products or services: Provision of business management and related technical services for
dental office development and operations
Location of use: Every state in which there is a dental practice
5. Domain names
x Forba.com
x Smallsmilesusa.com
x Texassmilesusa.com
x Oklahomasmilesusa.com
x Albanyaccessdentistry.com
x Wildsmilesdental.com
x Topekadentalclinic.com
x Smallsmiles.com
x Indianspringsdental.com
x Newdentaljob.com
x Dentalcontact.com
x Indianspringsdental.net
x Smallsmilescenter.com
x Smallsmilescenters.com
x Smallsmilesdentalcenter.com
x Smallsmilesdentalcenters.com
x Smallsmilesus.com
x Ssroanoke.com
x Ss-roanoke.com
x Texassmiles.us
x Smallsmiles.us
x Smallsmileswichita.com
x Topekadental.com
8568727.13 Section 1.1(d) – 4

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Registered Copyrights
Copyright Description Registration

Author Claimant Title of Work Country of Work Number Issue Date
GSD&M Idea FORBA FORBA Holly United VA 1-655-453 12/31/08
City, LLC Holdings, Hippo Head- States
LLC (n/k/a shot
Church Street
Health
Management,
LLC) Visual art
GSD&M Idea FORBA FORBA Luis United VA 1-655-450 12/31/08
City, LLC Holdings, Leopard Head- States
LLC (n/k/a shot
Church Street
Health
Management,
LLC) Visual art
GSD&M Idea FORBA FORBA DJ Z United VA 1-655-451 12/31/08
City, LLC Holdings, Zebra Head- States
LLC (n/k/a shot
Church Street
Health
Management,
Visual art
LLC)
FORBA FORBA Guide to Dental United Text TXu 1-595-221 11/14/08
Holdings, Holdings, Health States
LLC LLC (n/k/a Screenings
Church Street
Health
Management,
LLC)
FORBA FORBA National United Text TXu 1-595-222 11/14/08
Holdings, Holdings, Children’s States
LLC LLC (n/k/a Dental Health
Church Street Month
Health
Management,
LLC)
FORBA FORBA Preventive United Text Txu 6-891-260 11/14/08
Holdings, Holdings, Resin States
LLC LLC (n/k/a Restorations
Church Street
Health
Management,
LLC)
Software
1. Licensed Software
x Microsoft Windows Professional (XP, 7)
8568727.13 Section 1.1(d) – 5

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x Microsoft Windows Server (2003, 2008)
x Microsoft Hyper-V (Virtual server through Windows 2008 Enterprise)
x Microsoft Windows Terminal Server (2003, 2008)
x Microsoft Office Professional (2003, 2007, 2010)
x Microsoft Visio (2003, 2007)
x Microsoft Exchange Server (2003, 2010 - 95% of users have been migrated to new 2010
server)
x Microsoft SQL (2005, 2008)
x Microsoft SQL Report Manager (2008)
x Microsoft Visual Studio (2005, 2008)
x Microsoft SharePoint Services (2003 - Used for the Intranet and CE Tracking systems)
x McAfee Antivirus (Managed by Sonicwall Firewall Devices)
x Sonicwall Global VPN Client
x Sage MAS500 AP/GL System
x Sage ABRA HR/Payroll System
x Unitime Time & Attendance System (Ties into ABRA)
x FRx 6.7 Reporting Tool (Packaged with MAS500)
x Crystal Reports v.10 (Packaged with ABRA)
x Prophix Budgeting/Reporting System
x Prophix Enterprise System
x CS Thomson Fixed Assets CS
x CS Thomson File Cabinet CS
x Patterson Eaglesoft Dental Management Application
x Sharpdesk Scanning software (Utility used to scan from copier to desktop)
x FTP Utility (Utility used to scan from copier to desktop)
x Adobe Acrobat Reader (6.0, 8.0, 10.0)
x Adobe Acrobat Standard (8.0, 10.0)
x Adobe Acrobat Professional (10.0)
x Symantec Backup Exec 2010 (Used to backup Exchange server)
x LiveVault Connected software (Used to backup laptops offsite)
x LiveVault Software (Used to backup data offsite from servers in centers, Pueblo and
Nashville)
2. Owned/Developed Software
x Business Intelligence Data Warehouse System (Centralized database containing detailed data
from Eaglesoft applications located in the centers)
x Licensing & Credentialing System (Used to track licensing for our back office staff)
x CE Tracking system (Used to track Continuing Education for staff)
Trade Secrets
None
Material IP Agreements
1. Assignment of Copyright Agreement between GSD&M Idea City, LLC and FORBA Holdings,
LLC (n/k/a Church Street Health Management, LLC) dated December 8, 2008 assigning certain
copyrights in and to the following works (for which no registrations have been filed with the
United States Copyright Office):
8568727.13 Section 1.1(d) – 6

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2. Concurrent Use and Registration Agreement between FORBA Holdings, LLC (n/k/a Church
Street Health Management, LLC) and Texas Smiles P.A. regarding use of the trademark TEXAS
SMILES (Serial Nos. 77295488 and 77429327).
3. Agreed Permanent Injunction and Final Judgment entered into by Dr. Anthony Bain d/b/a Small
Smiles and Small Smiles of Austin, PLLC, Small Smiles Dental Center of North Austin, PLLC,
Kenneth E. Knott, D.D.S. and FORBA Holdings, LLC (n/k/a Church Street Health Management,
LLC).
4. AMENDED AND RESTATED REGISTERED LEASE AND LICENSE FINANCING AND

PURCHASE OPTION AGREEMENT, dated as of February 1, 2010 among SSO FUNDING
CORP., a Delaware corporation), FORBA Holdings, LLC (f/k/a Sanus Holdings, LLC and n/k/a
Church Street Health Management, LLC), a Delaware limited liability company and CIT
HEALTHCARE LLC, as collateral agent for the benefit of SSO, and associated AMENDED AND
RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (LEASE), dated as of
February 1, 2010.
5. AMENDED AND RESTATED SENIOR MURABAHA FACILITY AGREEMENT, dated as of

February 1, 2010, and associated AMENDED AND RESTATED INTELLECTUAL PROPERTY
SECURITY AGREEMENT (MURABAHA), dated as of February 1, 2010.
8568727.13 Section 1.1(d) – 7

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Section 2.1(a)(xii)
Consents of Government Entities
Waiver Government Entity Date

Waiver of Payment Acceleration Rights U.S. Department of Justice January 30, 2012
Waiver of Payment Acceleration Rights State of Alabama February 16, 2012
Waiver of Payment Acceleration Rights State of Arizona February 16, 2012
Waiver of Payment Acceleration Rights State of Colorado February 16, 2012
Waiver of Payment Acceleration Rights District of Columbia February 16, 2012
Waiver of Payment Acceleration Rights State of Georgia February 16, 2012
Waiver of Payment Acceleration Rights State of Idaho February 16, 2012
Waiver of Payment Acceleration Rights State of Indiana February 6, 2012
Waiver of Payment Acceleration Rights State of Kansas February 16, 2012
Waiver of Payment Acceleration Rights Commonwealth of Kentucky February 16, 2012
Waiver of Payment Acceleration Rights State of Maryland February 16, 2012
Waiver of Payment Acceleration Rights Commonwealth of Massachusetts February 16, 2012
Waiver of Payment Acceleration Rights State of Nebraska February 16, 2012
Waiver of Payment Acceleration Rights State of Nevada February 16, 2012
Waiver of Payment Acceleration Rights State of New Hampshire February 16, 2012
Waiver of Payment Acceleration Rights State of New Mexico February 16, 2012
Waiver of Payment Acceleration Rights State of New York February 15, 2012
Waiver of Payment Acceleration Rights State of Ohio February 16, 2012

with Deputy Attorney General for Law
Enforcement
Waiver of Payment Acceleration Rights State of Oklahoma February 16, 2012
Waiver of Payment Acceleration Rights Commonwealth of Pennsylvania February 16, 2012
Waiver of Payment Acceleration Rights State of South Carolina February 16, 2012
Waiver of Payment Acceleration Rights State of Texas February 16, 2012
8568727.13 Section 2.1(a)(xii) – 1

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Section 2.1(c)(ii)
Cure Costs Cap
See attached.
8568727.13 Section 2.1(c)(ii) – 1

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Redacted
Exhibit F - AssetExhibit Page 109
Sale Agreement Page of
109261
of 261
Desc
Redacted
110261
of 261
Desc
Redacted
111261
of 261
Section 4.5
Material Contracts
1. Those certain Management Services Agreements set forth in Section 1.1(a) of this Sellers Disclosure
Letter.
2. Those certain Prepetition Facilities set forth in Section 1.1(a) of this Sellers Disclosure Letter.
3. Those certain Employment Agreements set forth in Section 1.1(a) of this Sellers Disclosure Letter.
4. Those certain Corporate Integrity Agreements, Settlement Agreements and Waivers set forth in
Section 1.1(a) of this Sellers Disclosure Letter.
5. Those certain Non-Compete Agreements set forth in Section 1.1(a) of this Sellers Disclosure Letter.
6. Those certain Lease Agreements set forth in Section 4.10(b) of this Sellers Disclosure Letter.
7. Those certain Lease Guarantees set forth in Section 1.1(a) of this Sellers Disclosure Letter.
8. Those certain Monitor Agreements set forth in Section 1.1(a) of this Sellers Disclosure Letter.
9. Employee Services Agreement, dated as of September 26, 2006, by and between Sanus Services, Inc.
(n/k/a FORBA Services, Inc.) and Sanus Holdings, LLC (n/k/a Church Street Health Management,
LLC).
10. Those certain Material IP Agreements set forth in Section 1.1(d) of this Sellers Disclosure Letter.
11. Those certain Seller Employee Plans set forth in Section 4.12(a) of this Sellers Disclosure Letter.
12. Those certain agreements with the following vendors, suppliers and other third parties:

Altair Data Resources, Inc. Customer Intelligence Services 5/12/10
Alvarez & Marsal Healthcare Industry Consulting services regarding reorganization efforts 9/1/11
Group, LLC
Autonomy Autonomy vault service; connected backup service 11/11/11
Baker, Donelson, Bearman, Caldwell, Tennessee Government consulting and lobbying 9/1/11
& Berkowitz PC services
Balch & Bingham LLP Consulting 4/6/11
Bender, Robert R. Lead Dentist Candidate Assessment Services 5/16/11
Bernat, Joseph DDS NY dental director 9/1/11
Brasfield & Gorrie, LLC Construction 2/17/10
Brentwood Communications, Inc. Marketing and Management Services 10/1/08
Capitol Advocates Ohio development and legislative consulting 1/1/11
Coverall North America, Inc. Global Janitorial Cleaning Services 10/28/09
FIOS, Inc. IT processing of CSHM documents for K&S 4/19/11
FocusOne Services, Inc. Telephone service reviewer - contract negotiator 1/1/11
FTI Healthcare Consulting 2/12/10
Gaffney, Bennett & Associates Connecticut Development and legislative consulting 1/1/11
Golden Dental Services, LLC Handpiece repair, maintenance, and replacements 3/8/11
Grubb & Ellis Company Lease restructuring 1/13/11
Helfrich, Loring R. Jr. Health and Wellness services 3/2/11
Henry Schein, Inc. Dental Supplies 7/13/11
8568727.13 Section 4.5 – 1

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HILLCO Partners Consulting 1/1/11
Homewood Suites Hilton Secured special corporate rate for 2011 1/1/12
Intero Office Solutions Primary janitorial/sanitation supply distributor 6/1/11
JLH Consulting and Public Affairs, Colorado Government consulting and lobbying 1/1/11
LLC services
Johnson Haley, LP Massachusetts Government consulting and lobbying 1/1/11
services
Kendrick Financial Services, LLC Consulting services re CIA Agreement and other 4/28/11
tasks as assigned by Legal and HR
King & Spalding
LBMC Technologies, LLC Support, training and installation of accounting and 1/5/12
network systems and custom development services
Lockton Professional liability insurance broker / Health
insurance TPA
Marsh USA Inc. D&O Broker 5/1/11
McCoy, Tolleson Environmental Graphic Design and Project 2/24/11
Management Services
Microsoft Licensing GP Software 3/17/09
New Mexico Government Affairs New Mexico Government consulting and lobbying 1/1/11
services
Patterson Dental Supply, Inc. Sundry merchandise - billing of Eaglesoft software 5/1/03
Pomeroy IT Solutions Sales Company, IT solutions 4/6/11
Inc.
Prophix Software, Inc. Consulting/training services consolidating budget 8/8/11
figures
Rubin Meyer Communications, LLC Crisis communications, public relations, online 1/1/11
profile management, etc.
Smoot, Brad Kansas development and lobbying Consulting 1/1/11
Staples Contract & Commercial, Inc. Supply services 12/12/11
Stericycle, Inc. Waste Services 4/1/11
Strategic Health Solutions, LLC Independent Quality of Care Monitoring Services - 1/15/10
See also Retainer Agreement
TCN Consulting, LLC Interim CEO 11/14/11
The Hudson Group, LLC Georgia development and legislative consulting 1/1/10
Tompkins & Kinard, LLC South Carolina Government consulting and lobbying 1/11/11
services
Transcontinental Direct U.S.A. Inc. Print and Direct Mail Production Services 11/1/2009
d/b/a IWCO Direct
Visual Data Software Corporation Interactiive Voice Response for advertising 1/24/09
Walker Tipps
Waller Lansden Dortch & Davis
Warren, James M. Jr DRTV Direct Response Television Consulting 7/13/09
Waste Management National Services, Waste management services 6/20/11
Inc.
Young, Angel Consulting services 1/24/12
8568727.13 Section 4.5 – 2

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Section 4.6(b)
Registered Transferred Intellectual Property
All Intellectual Property set forth in Section 1.1(d) of this Sellers Disclosure Letter.
8568727.13 Section 4.6(b) – 1

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Section 4.6(c)
Intellectual Property Exceptions
A trademark opposition (#91203683) is pending before the U.S. Trademark Trial and Appeal
Board with respect to Church Street’s pending trademark application for STRAIGHT SMILES. The
plaintiff in this matter is Jacqueline I. Fulop.
8568727.13 Section 4.6(c) – 1

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Section 4.6(f)
Software
All Software set forth in Section 1.1(e) of this Sellers Disclosure Letter.
8568727.13 Section 4.6(f) – 1

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Section 4.7
Litigation
Litigation Filed
Seller Party Practice Claimant Claimant Attorney
FORBA Holdings, LLC Small Smiles of Maria Macri Michael P. Misch
(n/k/a Church Street South Bend, Anderson Agostino & Keller
Health Management, LLC 131 South Taylor
LLC); FORBA South Bend, IN 46601
Services, Inc.
FORBA Holdings, LLC Albany Access Jennifer Hill Patrick J. Higgins
(n/k/a Church Street Dentistry, PLLC Powers & Santola LLP
Health Management, 39 North Pearl Street
LLC); FORBA NY, Albany, NY 12207
LLC
P. Kevin Leyendecker
Moriarty Leyendecker PC
4203 Montrose Blvd., Suite 150
Houston, TX 77006
Hackerman Frankel PC
Houston, TX 77006
FORBA Holdings, LLC Albany Access Jacob Angus et al. Patrick J. Higgins
(n/k/a Church Street Dentistry, PLLC Powers & Santola LLP
Health Management, 39 North Pearl Street
LLC
Houston, TX 77006
Houston, TX 77006
FORBA Holdings, LLC Small Smiles Kevin Butler et al. Patrick J. Higgins
(n/k/a Church Street Dentistry of Powers & Santola LLP
Health Management, Rochester, LLC 39 North Pearl Street
LLC
Houston, TX 77006
Houston, TX 77006
8568727.13 Section 4.7 – 1

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FORBA Holdings, LLC Small Smiles Jeremy Bohn et al. Patrick J. Higgins
(n/k/a Church Street Dentistry of Powers & Santola LLP
Health Management, Syracuse, LLC 39 North Pearl Street
LLC
Houston, TX 77006
Houston, TX 77006
FORBA Holdings, LLC Small Smiles of Alisha Higgs et al. Wesley D. Merillat
(n/k/a Church Street Toledo, LLC Zoll Kranz & Borgess LLC
Health Management, Suite 100
LLC); FORBA 6620 W. Central Avenue
Services, Inc.; Small Toledo, OH 43617
Smiles Holding
Company, LLC)
Small Smiles Holding N/A National Union W. Brantley Phillips Jr.
Company, LLC Bass Berry & Sims PLC
Suite 2800
150 Third Avenue South
Nashville, TN 37201
John C. Speer
100 Peabody Place, Suite 900
Memphis, TN 38103-3672
FORBA Holdings, LLC Childrens Dental Henry A. Meyer, III as Steve T. Horton
(n/k/a Church Street Clinic of Guardian Ad Litem et Brent L. Neighbors
Health Management, Oklahoma City, al. Horton & Neighbors, P.C.
LLC); FORBA PLLC 114 N.W. 6th Street, Suite 201
Services, Inc.; Small Oklahoma City, OK 73102
Smiles Holding
Company, LLC
Litigation Threatened
Threatened Seller Party Type of Claim Claimant Attorney
Church Street Health Patient related tort and Steve T. Horton
Management, LLC; FORBA fraud claims Brent L. Neighbors
Services, Inc.; Small Smiles Horton & Neighbors, P.C.
Holding Company, LLC 114 N.W. 6th Street, Suite 201
Oklahoma City, OK 73102
Church Street Health Patient related tort and Wesley D. Merillat
Management, LLC; FORBA fraud claims Zoll Kranz & Borgess LLC
Services, Inc.; Small Smiles Suite 100
Holding Company, LLC 6620 W. Central Avenue
Toledo, OH 43617
8568727.13 Section 4.7 – 2

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Threatened Seller Party Type of Claim Claimant Attorney
Church Street Health Patient related tort and Patrick J. Higgins
Management, LLC; FORBA fraud claims Powers & Santola LLP
NY, LLC; Small Smiles 39 North Pearl Street
Dental Holdings Company, Albany, NY 12207
LLC
Houston, TX 77006
Houston, TX 77006
EEOC Cases Filed

Church Street Small Smiles Alma Shoopman David Carr
Health Dental Center of Ice Miller LLP
Management, Muncie, LLC One American Square, Suite 2900
LLC Indianapolis, IN 46282-0200
Church Street Small Smiles Stacey Foster David Carr
Health Dental Center of Ice Miller LLP
Management, Muncie, LLC One American Square, Suite 2900
LLC Indianapolis, IN 46282-0200
Church Street Albany Access Paul Masuicca Pro Se
Health Dentistry, PLLC 461 Sixty-six Road
Management, Hannibal, NY 13074
LLC
Church Street Children’s Helen Fortner Casey Crumbley
Health Dental Clinic of Wigger Law Firm Inc.
Management, Charleston, LLC 8086 Rivers Avenue, Suite A
LLC North Charleston, SC 29406
Church Street Children’s Leigh LaPlante Casey Crumbley
Health Dental Clinic of Wigger Law Firm Inc.
Management, Charleston, LLC 8086 Rivers Avenue, Suite A
LLC North Charleston, SC 29406
EEOC Cases Threatened

Threatened Practice Claimant Claimant Attorney
Seller Party
Church Street Small Smiles of Toccarra Robinson Michael Cohen
Health Atlanta, P.C. Barrett & Farahany LLP
Management, 1100 Peachtree Street NE, Suite 500
LLC Atlanta, GA 30309
Church Street Small Smiles of Katina Kemp Michael Cohen
Health Atlanta, P.C. Barrett & Farahany LLP
Management, 1100 Peachtree Street NE, Suite 500
LLC Atlanta, GA 30309
Church Street Texas Smiles Renee Hanna Carlos E. Herandez, Jr.
Health Dental Center of 200 E. Cano Street
Management, Mission, PLLC Edinburg, TX 78539
LLC
8568727.13 Section 4.7 – 3

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Colorado Department of Labor Audit
In February 2012, the Colorado Department of Labor notified the Practice located in Thornton, Colorado
that it was the subject of a random audit. As a result, the Practice must submit certain written affirmations and proof
of the legal work status of each employee by March 1, 2012. If such affirmations and proof are not provided, a fine
of $5,000 per incident could result.
8568727.13 Section 4.7 – 4

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Section 4.8
Financial Statements
See attached.
8568727.13 Section 4.8 – 1

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Draft—4/28/2011 3:34 PM
AUDITED CONSOLIDATED FINANCIAL

STATEMENTS
Small Smiles Holding Company, LLC

For the years ended December 31, 2010 and 2009
With Report of Independent Auditors
PRELIMINARY AND TENTATIVE FOR DISCUSSION ONLY
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Audited Consolidated Financial Statements
Years Ended December 31, 2010 and 2009
Contents
Report of Independent Auditors.......................................................................................................1
Audited Consolidated Financial Statements

Consolidated Balance Sheets ...........................................................................................................2
Consolidated Statements of Operations ...........................................................................................3
Consolidated Statements of Changes in Members’ Equity (Deficit) ...............................................4
Consolidated Statements of Cash Flows ..........................................................................................5
Notes to Consolidated Financial Statements....................................................................................6

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Ernst & Young LLP
One Nashville Place
150 Fourth Avenue North, Suite 1400
Nashville, TN 37219
Tel: +1 615 252 2000
www.ey.com
Report of Independent Auditors
The Audit Committee, Board of Managers and Members

We have audited the accompanying consolidated balance sheets of Small Smiles Holding
Company, LLC and subsidiaries (the Company) as of December 31, 2010 and 2009, and the
related consolidated statements of operations, members’ equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Company’s internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects,
the consolidated balance sheets of Small Smiles Holding Company, LLC and subsidiaries at
December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for
the years then ended in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Small Smiles Holding
Company, LLC and subsidiaries will continue as a going concern. As more fully described in
Note 1, the Company is unable to assert that it will be in compliance through 2011 with certain
covenants included in credit agreements with lenders. Such condition raises substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans in regard to
these matters also are described in Note 1. The December 31, 2010 financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

April 29, 2011

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A member firm of Ernst & Young Global Limited
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Consolidated Balance Sheets
As of December 31, 2010 and 2009
2010 2009
(In Thousands)
Assets
Current assets:
Cash and cash equivalents $ 11,236 $ 4,910
Accounts receivable, net of allowance for doubtful accounts
of $1,393 and $2,440 in 2010 and 2009, respectively 7,255 10,162
Prepaid expenses and other current assets 2,668 1,508
Total current assets 21,159 16,580
Property and equipment, net of accumulated depreciation of

$41,909 and $31,290 in 2010 and 2009, respectively 31,238 35,304
Goodwill 68,976 68,976
Noncompete agreements, net of accumulated amortization of
Deferred loan costs, net of accumulated amortization of
Other assets 1,295 1,068
Total assets $ 134,661 $ 140,093
Liabilities and members’ deficit

Current liabilities:
Accounts payable $ 4,420 $ 4,926
Accrued salaries and wages 5,176 7,082
Accrued interest 32 378
Current portion of long-term debt 225,068 5,384
Current liabilities payable to related party – 453
Other accrued liabilities 1,456 3,888
Total current liabilities 236,152 22,111
Long-term debt, net of current portion 17,948 338,718
Long term liabilities payable to related party 6,955 5,155

Additional carrying value under troubled debt restructuring 38,180 –
Other long-term liabilities 910 25,913
Total liabilities 300,145 391,897
Small Smiles Holding Company, LLC members’ deficit (165,602) (251,816)

Non-controlling interests 118 12
Total members’ deficit (165,484) (251,804)
Total liabilities and members’ deficit $ 134,661 $ 140,093
See accompanying notes.

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Consolidated Statements of Operations
Year Ended December 31

2010 2009
(In Thousands)
Net revenue $ 166,798 $ 174,927

Costs and expenses:
Salaries and benefits 103,884 105,012
Supplies 13,934 13,797
Advertising 4,771 5,864
Rent and lease 7,932 8,032
Purchased services 5,791 5,525
Management fees 1,500 1,500
Other operating expenses 8,804 8,777
Legal, restructuring and media costs 4,531 11,646
Settlement (7,000) 2,300
Provision for (net recovery of) bad debts (392) 531
Depreciation and amortization 14,825 14,638
Total costs and expenses 158,580 177,622
Total operating income (loss) 8,218 (2,695)
Other (income) expense

Gain on debt restructuring (67,014) –
Interest expense, net 11,859 37,459
Total other (income) expense (55,155) 37,459
Income (loss) from continuing operations before taxes 63,373 (40,154)

Provision for income taxes 15 85
Net income (loss) from continuing operations 63,358 (40,239)
Gain / (loss) from discontinued operations (21) 53

Loss on discontinued operations disposal – –
Net gain (loss) from discontinued operations (21) 53
Net income (loss) 63,337 (40,186)
Net income attributable to non-controlling interests 157 206
Net income (loss) attributable to Small Smiles
Holding Company, LLC $ 63,180 $ (40,392)

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Consolidated Statements of Changes in Members’ Equity (Deficit)
Years Ended December 31, 2010 and 2009

(In Thousands)
Controlling Non-controlling
Interests Interests
Balance at January 1, 2009 $ (212,208) $ 25

Special member interests 241 –
Distributions (29) (219)
Net income (loss) (40,392) 206
Other comprehensive income 572 –
Balance at December 31, 2009 (251,816) 12
Special member interests 547 –
Preferred interests issued 22,525 –
Contributions – 100
Distributions (38) (151)
Net income 63,180 157
Other comprehensive income – –
Balance at December 31, 2010 $ (165,602) $ 118

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Consolidated Statements of Cash Flows

2010 2009
(In Thousands)
Operating activities
Net income (loss) $ 63,337 $ (40,186)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
by operating activities:
Depreciation 11,253 11,067
Amortization of noncompete agreements 3,572 3,571
Amortization of deferred loan costs 935 1,598
Provision for (net recovery of) bad debts (392) 531
Impairment and loss on disposal of long-lived assets 160 198
Gain on debt restructuring (67,014) –
Ineffective portion of interest rate swap – (178)
Special member interests 60 241
Interest expense paid through issuance of notes payable 4,459 8,931
Payments for restructuring – 5,501
Changes in operating assets and liabilities:
Accounts receivable 3,299 (2,365)
Prepaid expenses and other assets (1,386) 384
Accounts payable and other liabilities (3,385) 441
Accrued salaries and wages (1,906) 157
Liabilities payable to related party 1,500 2,567
Accrued interest (346) 13,965
Net cash provided by operating activities 14,146 6,423
Investing activities
Purchases of property and equipment, net (7,362) (1,805)
Proceeds from property and equipment disposition 15 –
Net cash used in investing activities (7,347) (1,805)
Financing activities
Member distributions (38) (29)
Additional loan costs – (100)
Payment of long term debt (30,384) –
Borrowing of long term debt 30,000 –
Payments for restructuring – (5,501)
Contributions by non-controlling interest holders 100 –
Distributions paid to non-controlling interest holders (151) (219)
Net cash provided by (used in) financing activities (473) (5,849)
Decrease in cash and cash equivalents 6,326 (1,231)
Cash and cash equivalents, beginning of period 4,910 6,141
Cash and cash equivalents, end of period $ 11,236 $ 4,910
Supplemental disclosure of cash flow information

Cash paid for interest $ 6,474 $ 13,161

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Notes to Consolidated Financial Statements

(Dollars in thousands)
December 31, 2010 and 2009
1. Organization and Significant Accounting Policies
Organization
Small Smiles Holding Company, LLC is a Delaware limited liability company and owns,
directly or indirectly, 100% of the outstanding ownership interest of Church Street Health
Management, LLC (CSHM) (formerly FORBA Holdings, LLC), the management company, and
its subsidiaries. Small Smiles Holding Company, LLC and CSHM are hereafter collectively
referred to as the “Company”. The Company also consolidates the financial position and results
of SSO Funding Corp. and SSH Funding Corp. under the Financial Accounting Standards Board
(FASB) authoritative guidance on consolidation. The Company was formed on September 22,
2006. Effective September 26, 2006, the Company completed its acquisition of substantially all
the assets of FORBA, LLC, DD Marketing, Inc., and DeRose Management, LLC (Acquisition),
which included management contracts with 50 dental centers.
At December 31, 2010, the Company managed 70 dental centers in the following 22 states as
well as the District of Columbia: Alabama, Arizona, Colorado, Connecticut, Georgia, Idaho,
Indiana, Kansas, Kentucky, Maryland, Massachusetts, Nebraska, Nevada, New Hampshire,
New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas and Virginia.
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States. The Company consolidates all entities that are
controlled by ownership of a majority voting interest as well as variable interest entities for
which the Company is the primary beneficiary. Refer to the heading “Variable Interest Entities”
below for further discussion.
All intercompany accounts and transactions have been eliminated in consolidation, including the
intercompany transactions with consolidated variable interest entities.
The prior period has been reclassified to reflect FASB issued authoritative guidance on non-
controlling interest presentation.

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Notes to Consolidated Financial Statements (continued)

1. Organization and Significant Accounting Policies (continued)
Variable Interest Entities
FASB issued authoritative guidance on variable interest entities that addresses the consolidation
of business enterprises to which the usual condition (ownership of a majority voting interest) of
consolidation does not apply. This guidance focuses on controlling financial interests that may be
achieved through arrangements that do not involve voting interests. It concludes that in the
absence of clear control through voting interests, a company’s exposure (variable interest) to the
economic risks and potential rewards from the variable interest entity’s assets and activities is the
best evidence of control. If an enterprise will absorb a majority of the variable interest’s expected
losses, receive a majority of the variable interest’s expected residual returns, or both, it would be
considered the primary beneficiary. Upon consolidation, the primary beneficiary is generally
required to include assets, liabilities and noncontrolling interests at fair value and subsequently
account for the variable interest as if it were consolidated based on majority voting interest.
In the consolidated financial statements, all the dental centers managed by the Company are
considered variable interest entities of which the Company is considered the primary beneficiary
and have been consolidated as such.
Fair Value of Financial Instruments
The Company adopted the FASB issued guidance on fair value measurements. This guidance
clarifies how companies are required to use a fair value measure for recognition and disclosure
by establishing a common definition of fair value, a framework for measuring fair value, and
expanding disclosures about fair value instruments. It establishes a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
In estimating fair value disclosures for cash and cash equivalents, accounts receivable and
accounts payable, the carrying amounts reported in the accompanying consolidated balance
sheets approximate fair value based on their short-term nature.

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The carrying amounts of the Company’s senior debt note and revolving line of credit are subject
to variable rates of interest but include a fixed margin which may not represent the current
market margin. The subordinated debt note and PIK notes carry fixed rates of interest.
Revenue Recognition
The Company recognizes revenues in the period in which services are performed. Accounts
receivable primarily consist of amounts due from state-managed Medicaid programs and other
third-party payors of state-sponsored medical assistance programs.
The Company derives a significant portion of its revenues from state-managed Medicaid
programs and other payors that receive discounts from customary charges. The Company records
these revenues at the contracted price outlined in the various Medicaid and payor programs.
Laws and regulations governing Medicaid programs are complex and subject to interpretation.
The Company believes that it is in compliance with all applicable laws and regulations and is not
aware of any pending or threatened investigations involving allegations of potential wrong doing
that would have a material effect on the Company’s financial statements. Compliance with such
laws and regulations can be subject to future government review and interpretation, as well as
significant regulatory action, including fines, penalties and exclusion from the Medicaid
program.
Concentration of Revenues
For both the 2010 and 2009 fiscal years, over 90% of the Company’s net revenue related to
patients participating in the Medicaid and State Children’s Health programs. The Company’s
management recognizes that revenues and receivables from government agencies are significant
to the Company’s operations, but it does not believe that there are significant credit risks
associated with these government agencies. The Company’s management does not believe that
there are any other significant concentrations of revenues from any particular payor that would
subject the Company to any significant credit risks in the collection of its accounts receivable.

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Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and marketable securities with original
maturities of three months or less. The Company places its cash in financial institutions that are
federally insured.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consist of amounts due from third-party payors and patients. The
Company’s ability to collect outstanding receivables is critical to its results of operations and
cash flows. To provide for accounts receivable that could become uncollectible in the future, the
Company establishes an allowance for doubtful accounts to reduce the carrying value of such
receivables to their estimated net realizable value.
Additions to the allowance for doubtful accounts are made by means of the provision for
doubtful accounts. The amount of the provision for doubtful accounts is based upon
management’s assessment of historical and expected net collections, business and economic
conditions, trends in federal, state, and private employer health care coverage and other
collection indicators. Accounts are written off when all reasonable internal and external
collection efforts have been performed. Accounts written off are based upon specific
identification and the write-off process requires a write-off adjustment entry to the patient
accounting system. Management relies on the results of detailed reviews of historical write-offs
and recoveries as a primary source of information to utilize in estimating the collectability of the
Company’s accounts receivable. Adverse changes in general economic conditions, billing and
collections operations, payor mix, or trends in federal or state governmental health care coverage
could affect the Company’s collection of accounts receivable, cash flows and results of
operations.

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Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Routine maintenance
and repairs are charged to expense as incurred. Expenditures that increase capacities or extend
useful lives are capitalized. Fully depreciated assets are retained in property and equipment
accounts until they are disposed. Below is a listing of property and equipment as of
December 31:
2010 2009
Leasehold improvements $ 46,505 $ 43,374

Dental equipment 18,399 17,323
Office furniture and equipment 8,243 5,897
73,147 66,594
Less accumulated depreciation 41,909 31,290
Property and equipment, net $ 31,238 $ 35,304
Depreciation is computed by applying the straight-line method over the estimated useful lives of
improvements and equipment. Leasehold improvements are amortized using the straight-line
method over the shorter of the estimated useful life of the assets or the lease term, excluding any
lease renewals, unless the lease renewals are reasonably assured. Estimated useful lives of
equipment vary generally from three to ten years.
The Company evaluates its long-lived assets for possible impairment whenever circumstances
indicate that the carrying amount of the asset, or related group of assets, may not be recoverable
from estimated future cash flows. Fair value estimates are derived from independent appraisals,
established market values of comparable assets, or internal calculations of estimated future net
cash flows. The Company’s estimates of future cash flows are based on assumptions and
projections it believes to be reasonable and supportable. The Company’s assumptions take into
account revenue and expense growth rates, patient volumes, changes in payor mix, and changes
in legislation and other payor payment patterns.

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Deferred Loan Costs
The Company records deferred loan costs for expenditures related to acquiring or issuing new
debt instruments. These expenditures include bank fees, premiums, and attorney’s fees. Deferred
loan costs totaled approximately $2,172 and $4,772, net of accumulated amortization of $4,267
and $5,037 at December 31, 2010 and 2009. The Company amortizes these deferred loan costs
over the life of the respective debt instrument using the effective interest method and amounts
amortized are included in interest expense on the consolidated statement of income.
Amortization expense relating to deferred loan costs is expected to be $546 in 2011, $539 in
2012, $530 in 2013, $515 in 2014 and $42 in 2015.
Goodwill and Other Intangible Assets
The Company accounts for its acquisitions in accordance with FASB authoritative guidance
using the purchase method of accounting. Goodwill represents the excess of the cost of an
acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed.
Under the FASB guidance, goodwill and intangible assets with indefinite lives are reviewed by
the Company at least annually for impairment. In addition to the annual impairment reviews,
impairment reviews are performed whenever circumstances indicate a possible impairment may
exist. Impairment testing for goodwill is performed at the reporting unit level. The Company is
comprised of one reporting unit, the consolidated company.
Fair value is estimated based upon internal evaluations of the related long-lived assets that
include quantitative analyses of revenues and cash flows as a reasonableness test using valuation
methods based on market multiples. The Company compares its fair value to its carrying amount,
on at least an annual basis, to determine if there is potential impairment. If its fair value is less
than its carrying value, the Company compares the implied fair value of the goodwill to its
carrying value. If the fair value of the goodwill is less than its carrying value, an impairment loss
is recognized. Based on the analyses performed in 2010 and 2009, the Company calculated no
impairment losses.
The Company also has non-compete agreements with the owners of FORBA, LLC, DD
Marketing, Inc. and DeRose Management, LLC. Such assets are recorded net of accumulated
amortization of $4,267 and $5,037 at December 31, 2010 and 2009, respectively, and are being

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amortized using the straight-line method over 7 years. The amortization expense recognized in
both 2010 and 2009 was $3,571 and $3,571, respectively. Annual amortization expense relating
to this asset will approximate $3,571 in 2011 and 2012 and $2,679 in 2013.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with
guidance that requires the recognition of deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the tax bases of
assets and liabilities.
The owners of the Company and its managed dental centers are responsible for reporting their
allocable share of federal and state taxable income or loss, as well as other tax items, on their
separate income tax returns, except in states that subject the Company to tax at the entity level.
In addition, the Company subsidiaries formed as corporations are subject to federal and state tax.
Effective January 1, 2009, the Company adopted the provision for FASB issued guidance
regarding accounting for uncertainty in income taxes.
The Company classifies interest and penalties related to unrecognized tax benefits in the
consolidated financial statements in the provision for income taxes.
Professional and General Liability Insurance
Given the nature of the Company’s operating environment, the Company is subject to potential
malpractice lawsuits and other claims as part of providing healthcare services. To mitigate a
portion of this risk, the Company maintains insurance for malpractice claims for each dentist up
to $1,000 per occurrence and $3,000 in the aggregate per policy year. Additionally, the managed
dental centers have a separate policy with coverage up to $1,000 per occurrence and $3,000 in
the aggregate per policy year.
The Company maintains a separate general liability policy. The policy insures the Company up
to $1,000 per occurrence and $2,000 in the aggregate. Additionally, each managed dental center
has a separate policy with the above insurance limitations.

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The Company also maintains a separate umbrella liability policy. The umbrella liability policy
provides insurance up to $2,000 above other insurance policy limitations. Additionally, each
managed dental center has a separate policy with the above insurance limits.
The Company maintains a directors and officers liability policy. The policy insures the Company
up to $10,000.
Workers’ Compensation
Given the nature of the Company’s operating environment, it is subject to potential workers’
compensation claims as part of providing dental services. To mitigate this risk, the Company
maintains insurance for workers’ compensation claims up to a $500 aggregate policy limit. Each
managed dental center has a separate policy with the above insurance limitations. The
Company’s managed dental centers located in the state of Ohio participate in a state-specific
program rather than the Company’s established program.
Self-Insured Medical Benefits
The Company is self-insured for substantially all of the medical benefits of its employees up to a
stop loss of $100 per individual. The accrual for medical benefits primarily reflects the current
estimate of incurred but not reported losses, based upon a calculation of the incurred but not
recorded lag period as of the balance sheet date. The undiscounted reserve for self-insured
medical benefits was approximately $597 and $827 at December 31, 2010 and 2009, and is
included in other accrued liabilities in the accompanying consolidated balance sheets.
Non-Controlling Interests in Consolidated Entities
The consolidated financial statements include all assets, liabilities, revenues, and expenses of
less-than-100%-owned entities that the Company consolidates. Accordingly, the Company
recorded non-controlling interest in the earnings of such entities. The Company records
adjustments to these interest holders for the allocable portion of income or loss to which the
holders are entitled based upon their portion of the entities that they own.

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Advertising
Advertising costs consist of expenses incurred in connection with television, direct mail and
other promotions. Costs are expensed when incurred with the exception of television production
costs, which are expensed upon first showing. Advertising expense for the years ended
December 31, 2010 and 2009 was $4,771 and $5,864, respectively.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with

generally accepted accounting principles in the United States (U.S. GAAP) requires management
to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those estimates.
Derivative Instruments and Hedging Activities
In accordance with FASB issued authoritative guidance on accounting for derivative instruments,
the Company records derivative instruments on the consolidated balance sheet as either an asset
or liability measured at its fair value. Changes in a derivative’s fair value are recorded each
period in earnings or other comprehensive income, depending on whether the derivative is
designated and is effective as a hedged transaction. Changes in the fair value of derivative
instruments recorded to other comprehensive income are reclassified to earnings in the period
affected by the underlying hedged item. Any portion of the fair value of a derivative instrument
determined to be ineffective under the standard is recognized in current earnings. The Company
previously entered into an interest rate swap agreement subject to the scope of this
pronouncement which ended in 2009.
Recently Issued Accounting Pronouncements
In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest
entities. This guidance is effective for fiscal years beginning after November 15, 2009 and was
adopted by the Company in 2010. The adoption of this guidance did not have a material impact
to the consolidated financial statements.

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In January 2010, the FASB issued additional guidance on improving disclosures about fair value
measurements. This guidance amended previous fair value measurements and disclosure
guidance. The additional guidance requires a number of additional disclosures regarding the fair
value measurements including the requirement that companies disclose the amounts of
significant transfers between Level 1 ad Level 2 of the fair value hierarchy and the reasons for
these transfers. The guidance also provided clarification on the requirement that companies are
required to provide fair value measurement disclosures for each class of assets and liabilities.
The Company has implemented this guidance in 2010.
Going Concern
On January 15, 2010, the Company entered into a settlement with the Civil Division of the DOJ,
22 states and the District of Columbia, agreeing to pay $24,000 (plus interest) to settle all civil
claims by the DOJ, the District of Columbia, and the 22 states in which it operates. The
settlement covered only specifically enumerated “Covered Conduct,” did not release individual
dentists, and did not include a release of any potential criminal exposures. In connection with the
settlement, the Company entered into a five-year Corporate Integrity Agreement (CIA) with the
OIG, committing to implement certain policies and procedures to ensure compliance with laws
and regulations and with the accepted standards of care in the industry. The CIA also requires
that external reviewers monitor quality of care at the Company and the Centers.
The Independent Monitor conducted site visits to seven Centers during the first year of the CIA
and, with the OIG monitor, conducted an annual review visit at the Company’s Nashville
headquarters on February 1 and February 2, 2011 with the Company’s compliance, quality, and
internal audit teams. Pursuant to the CIA, the Company submitted its Annual Report to the OIG
on March 15, 2011. Following the annual review visit and the submission of the Annual Report,
the OIG told the Company that they do not believe that the Company is in full compliance with
the CIA, and that they will be seeking remedies for the breach. At this time, the Company does
not know what remedies the OIG will seek. Those remedies could include stipulated penalties in
excess of $1,000 or exclusion. The Company will have an opportunity to respond to any notice
of breach by the OIG.
Amendment No. 1 to the Amended Credit Agreement (Amendment No. 1) contains additional
covenants. Events of default under these covenants include notice of intent to exclude, or
exclusion, from participation in state or Federal healthcare programs and payment of stipulated

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penalties as defined in the Company’s CIA, in excess of $1,000. Due to uncertainty as to

remedies which the OIG may seek, the Company has classified its debt as short term in the
December 31, 2010 balance sheet, which raises substantial doubt about the Company’s ability to
continue as a going concern. The December 31, 2010 financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Management plans to respond
to any notice of breach by the OIG and seek appropriate cures of debt covenant defaults, as
necessary.
2. Discontinued Operations
Effective April 4, 2008 and July 3, 2008, the Company decided to close the Newburgh, NY and
Langley Park, MD dental centers, respectively. The leases were cancelled and the leasehold
improvements were abandoned. An impairment loss of $688 was recognized in 2008. The 2009
and 2010 activity includes final collections on accounts receivable and costs associated with
these collections.
Summary financial information related to discontinued operations is as follows:

2010 2009
Net revenues (adjustments) $ – $ (31)
Gain / (loss) from operations of dental centers (21) 53

Impairment of long-lived assets on dental centers – –
Gain / (loss) on discontinued operations $ (21) $ 53
3. Troubled Debt Restructuring
On February 1, 2010, the Company entered into an Amended and Restated Credit Agreement
(Amended Senior Credit Agreement) and an Amended and Restated Limited Liability Company
Agreement of Small Smiles Holding Company, LLC (Amended LLC Agreement).
The Company issued a Subordinated Facility Agreement (Arcapita OpCo note) to Arcapita, Inc.
in exchange for cash of $30,000. Proceeds of $25,000 from the Arcapita OpCo note were used to
pay down outstanding debt of the Amended Senior Credit Agreement with CIT Healthcare LLC

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(CIT) and other creditors (collectively, the Lenders) which included a $170,000 senior debt note
(Senior Note) and a $30,000 revolving line of credit (collectively the Senior Credit Agreement).
3. Troubled Debt Restructuring (continued)
Upon execution of the Amended Senior Credit Agreement, the Company had outstanding debt of
$181,475 consisting of $164,475 in Senior Notes and $17,000 under the revolving line of credit.
The Company amended the Senior Notes and terminated the revolving line of credit for $25,000
cash from the Arcapita OpCo Note, a First Lien Note of $131,475, and a Second Lien Note of
$25,000. The Lenders forgave unpaid principal payments of $2,125 and unpaid interest of
$4,622. No gain was recognized on the Senior Notes as the total of the cash consideration, First
and Second Lien Notes and total future interest payments exceeded the carrying value of the
Senior Notes. Pursuant to the FASB guidance related to troubled debt restructurings, the
Company has retained $6,729 of the carrying value of the Senior Notes which will be amortized
in future periods through interest expense using the effective interest method on the First and
Second Lien Notes.
On February 1, 2010, the Company exchanged the Subordinated Senior Note of $85,500 and PIK
Note of $21,000 with American Capital, Ltd. (ACAS) and Carlyle Mezzanine Partners, L.P.
(Carlyle) as well as accrued and unpaid interest of $44,448 for an Amended and Restated Senior
Subordinated Term Note (ACAS/Carlyle OpCo Note) totaling $31,000. The Company also
issued Class A Preferred interests to ACAS and Carlyle and common interests equal to 27.41%.
The Company recognized a gain under ASC 470-60-35, Troubled Debt Restructuring, of
$59,456. In connection with the gain recognition, the Company recorded additional carrying
value of $36,004 for total future PIK interest. Such additional carrying value will increase the
ACAS/Carlyle OpCo Note over the life of the note using the effective interest method with a
corresponding reduction in this additional carrying value.
Also, on February 1, 2010, the Company exchanged the Revolving Advance of $7,000 and
accrued and unpaid interest of $1,686 payable to Arcapita, ACAS and Carlyle in exchange for
Subordinated Preferred Interests of $7,000. The Company recognized a gain under Codification
470-60-35 of $8,686.

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3. Troubled Debt Restructuring (continued)
Below is a summary of the calculation of the gain on troubled debt restructuring recorded in
2010:
Balances before troubled debt restructuring:

Carrying amount of debt and accrued interest – Subordinated $ 148,985
Carrying amount of debt and accrued interest – Revolving Advance 8,686
Total carrying amount of Subordinated and Revolving Advance 157,671
Balances immediately following troubled debt restructuring:

Carrying amount – ACAS/Carlyle OpCo Note (31,000)
Carrying amount of future interest – Subordinated (36,004)
Class A Preferred interests – fair market value (22,525)
Consideration given (89,529)
Gain prior to transaction costs 68,142

Transaction costs (1,128)
Gain on troubled debt restructuring $ 67,014
4. Debt
The Company entered into an Amended Senior Credit Agreement as of February 1, 2010.

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4. Debt (continued)
A summary of the Company’s debt at December 31 is as follows:
2010 2009
Senior debt note $ – $ 166,600

Subordinated debt note – 100,907
PIK note – 35,595
Revolving line of credit – 17,000
Senior debt – First Lien 129,775 –
Senior debt – Second Lien 25,466 –
OpCo note – ACAS / Carlyle 34,279 –
OpCo note – Arcapita 33,180 –
Settlement note 20,316 24,000
Total debt 243,016 344,102
Less: current portion of long-term debt (225,068) (5,384)
Total long-term debt $ 17,948 $ 338,718
The Company was not in compliance with certain of its financial covenants for the senior debt
(including the revolving line of credit), subordinated debt and PIK notes as of December 31,
2009. In addition, the Company was in payment default for the subordinated debt as of
December 31, 2009. However, on February 1, 2010, the Company entered into an Amended
Senior Credit Agreement.
Bank Credit Agreements
On September 26, 2006, the Company entered into the Credit Agreement with the Lenders,
consisting of a $170,000 Senior Note and a $30,000 revolving line of credit. The Senior Note
was to mature in September 2012, but was callable upon noncompliance with financial
covenants. Under the Senior Note, the Company was to make quarterly principal payments of
$425 and was subject to mandatory prepayment of the Senior Note based upon excess cash
calculations.

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4. Debt (continued)
The Senior Credit Agreement contained certain covenants which include, but were not limited to,
limitations on (i) annual capital expenditures, (ii) asset disposals, (iii) additional financings, and
(iv) dividend payments. In addition, the Senior Credit Agreement required satisfaction of certain
financial covenants. The borrowings under the Senior Credit Agreement were collateralized by
substantially all of the Company’s assets.
On February 1, 2010, the Company entered into an Amended Senior Credit Agreement which
allowed the Company to cure covenant defaults, modify financial covenants and restructure debt
commitments to reflect expected cash flows. The Amended Senior Credit Agreement exchanged
the $170,000 Senior Note and $30,000 revolving line of credit for a First Lien Note of $131,475
and a Second Lien Note of $25,000. In addition, Arcapita provided a $30,000 Arcapita OpCo
Note, which allowed the Company to pay $25,000 to the Lenders.
The First Lien Note matures February 1, 2015 and bears cash interest at London Interbank
Offered Rate (LIBOR) plus 3.50%. The interest rate increases to LIBOR plus 3.75% in 2013 and
LIBOR plus 4.00% in 2014. The Company pays interest monthly and quarterly principal
payments of $425. The quarterly principal payments will increase to $750 in 2013 and $1,000 in
2014.
The Second Lien Note matures February 1, 2015 and bears cash interest of LIBOR plus 1.00%
with a floor of 2.00%. The note also bears PIK interest of 2.00%. Cash interest will increase in
2011 to LIBOR plus 2.50% with a floor of 3.50% and PIK interest of 0.50%. Cash interest is
payable quarterly.
Subordinated Debt Notes
On September 26, 2006, the Company entered into a Subordinated Senior Note (the
Subordinated Debt) with ACAS and Carlyle. The Subordinated Debt bore interest at 14.50%,
which included cash interest of 12.25% and payment-in-kind interest of 2.25% and was to
mature in September 2013. Under the Subordinated Debt, the Company was to make quarterly
payments of cash interest only. There was a mandatory prepayment that was triggered by certain
events including, but not limited to, a change in control or any public offering. No principal
payments were currently required. The Company did not make the 2008 second, third or fourth
quarter interest payments, nor any interest payments in 2009. The accrued interest is recorded in
other long-term liabilities at December 31, 2009.

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4. Debt (continued)
On September 26, 2006, the Company entered into a PIK Note with ACAS and Carlyle. The PIK
Note bore payment-in-kind interest of 16.50% and was to mature in September 2014. Under the
PIK Note, the Company was to make no quarterly payments of interest or principal. There was a
mandatory prepayment that was triggered by certain events including, but not limited to, a
change in control or any public offering. No principal payments were currently required.
On February 1, 2010, the Company entered into the ACAS/Carlyle OpCo Note with a carrying
value of $31,000. These notes were in exchange for the Subordinated Senior Note and PIK Note.
The Company also issued Class A Preferred interests to ACAS and Carlyle with a carrying
amount of $60,400 and common interests equal to 27.41%.
The ACAS/Carlyle OpCo Note bears PIK interest of 11% and matures February 1, 2017. No
principal or interest payments are required until maturity.
In September 2008, the Company entered into a Revolving Advance with Arcapita, ACAS and
Carlyle. The Revolving Advance bore payment-in-kind interest of 16.50% and was to mature in
September 2014. Under the Revolving Advance, the Company was to make no quarterly
payments or interest or principal. No principal payments were currently required.
On February 1, 2010, the Company exchanged the Revolving Advance and accrued interest in
full for Subordinated Preferred interests with a carrying amount of $7,000.
On February 1, 2010, the Company entered into the Arcapita OpCo Note with a carrying value of
$30,000. The note was issued for cash which was used to pay a portion of the senior lender debt,
as well as fund operations. The note bears PIK interest of 11% and matures February 1, 2017. No
principal or interest payments are required until maturity.
Settlement Note
In January 2010, the Company executed a settlement note with the Department of Justice for
$24,000. The Company made principal payments of $3,559 plus accrued interest since June 2009
at 2.75%. Beginning in 2011, the Company will make quarterly principal payments of $623
through September 30, 2011 and $499 per quarter thereafter through the end of the note. Accrued
interest is payable at the time of the quarterly principal payments. The note matures on
September 30, 2014 and all remaining amounts are due and payable.

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4. Debt (continued)
Interest Rate Swap
The Company entered into an interest rate swap agreement as of April 3, 2007 to manage
exposure to fluctuations in interest rates. The interest rate swap converted $85,500 of the senior
debt note to a fixed rate of 4.975% plus the applicable rate margin and terminated March 31,
2009.
The Company determined the fair value of its interest rate swap based on the amount at which it
could be settled, which is referred to in FASB authoritative guidance as the exit price. This price
was based upon observable market assumptions and appropriate valuation adjustments for credit
risk. The Company categorized its interest rate swap as Level 2 under this guidance.
The components of accumulated other comprehensive income (loss) is as follows:
Balance at January 1, 2009 $ (572)

Amortization of effective portion of interest rate swap 572
Balance at December 31, 2009 $ –
5. Member Interests
The Company was recapitalized on September 26, 2006 in conjunction with the acquisition. The
Limited Liability Company Agreement of Small Smiles Holding Company, LLC (LLC
Agreement) outlined the five initial approved equity member classes: Management Members, SS
Holding Company, Inc. Members (Holdings), Investor Members, Special Members and
Employee Members. Prior to the restructuring mentioned below, all member classes received tax
distributions in proportion to their allocable taxable income, as well as any approved
distributions by the Board of Managers.
In conjunction with the restructuring of the long term debt instruments, the Company entered
into an Amended LLC Agreement as of February 1, 2010.

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5. Member Interests (continued)
Under the Amended LLC Agreement, two new equity interests – Class A Preferred and
Subordinated Preferred – were created. The Class A Preferred interests were issued to ACAS and
Carlyle in partial exchange for the Subordinated Debt Notes. The Preferred Subordinated
interests were issued to Holdings, SSH Member, LLC, ACAS Equity Holdings Corp. and
MezzF, LLC in exchange for the Revolving Advance. The face values of the Class A Preferred
and Subordinated Preferred interests (collectively, Preferred Interests) are $60,400 and $7,000 as
of December 31, 2010. The recorded values of these interests are $22,525 and $0, respectively as
of December 31, 2010.
The Preferred Interests can be redeemed for the face value of the interests after satisfaction of
debt obligations 1) at the execution of an approved sale of the Company, 2) upon debt
refinancing which provides for excess cash proceeds or 3) upon a public offering. The Preferred
Interests are not entitled to proceeds in excess of $67,400, collectively.
Management, Holdings and Investor Members
The Company received proceeds from the Management, Holdings and Investor Members of
approximately $169,900 (net of $12,000 of transaction costs) as of September 26, 2006, which
represented 100% of the member interest percentage. The percentage for each member was in
direct proportion to the invested funds by that member as a percentage of the total invested
capital. As additional members were added in the other equity member classes, the individual
percentages were diluted. The Management, Holdings and Investor Members were to receive a
priority seven percent return on the initial capital investment compounded monthly.
After payment of the priority seven percent return, as well as return of capital and Special
Member distributions, Management Members were entitled to payouts of 20% of distributions up
to an internal rate of return (IRR) for Holdings of 30%. Management Members were entitled to
30% of distributions above the 30% IRR for Holdings.

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Special Members
The Special Member class was allocated up to 5% of the total equity, though no capital
contributions were required. The Special Member interests were granted to various employees
for services rendered and vested equally over a period of four years. The Special Members
received non-tax distributions in accordance with the order of priority as detailed in the LLC
Agreement. There were 431,250 and 2,466,250 (2.476% of total equity interests) Special
Member interests issued and outstanding as of December 31, 2010 and 2009, respectively. The
Special Member interests were canceled upon execution of the Amended LLC Agreement on
February 1, 2010.
Weighted
Special Avg. Grant
Membership Date Fair
Units Value
Unvested at January 1, 2009 1,346,250 $ .11

Granted – –
Vested (440,000) .09
Forfeited (10,000) .12
Unvested at December 31, 2009 896,250 .11
Granted – –
Vested – –
Cancelled (896,250) .12
Unvested at December 31, 2010 – $ –
The Company received an independent appraisal of the fair value of the Special Member units as
of January 1, 2007, which was the initial issue date, of $0.12 per unit. The Company recognized
expense in 2010 and 2009 of $547 and $241, respectively, relating to the issued units. The
unvested Special Member units and employee vested units were cancelled in the Amended LLC
Agreement, resulting in the recognition in 2010 of all previously unrecognized compensation
costs associated with such units.

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Employee Members
The Employee Member class was eligible to acquire an interest in Small Smiles Holding
Company, LLC with Board of Managers approval. Employees of CSHM Holdings, LLC and its
subsidiaries were eligible to participate. Employee Members received non-tax distributions in
accordance with the order of priority as detailed in the Amended LLC Agreement. They were not
eligible to receive a seven percent priority return.
Board of Managers
Under the Amended LLC Agreement, the Board of Managers is comprised of two Management
Members, four members from Holdings, two members from ACAS Equity Holdings Corp., an
Investor Member and one member from MezzF, LLC, an Investor Member.
The Board of Managers is responsible for, but not limited to: 1) approval of acquisition or
disposition of assets, 2) obtaining financing, and 3) issuance of limited liability interests to new
or existing shareholders.
6. Commitments and Contingencies
Employment Agreements
The Company has executed senior management agreements with seven of its senior executive
officers. The agreements provide for minimum salary levels, adjusted based upon individual and
Company performance criteria, as well as for participation in bonus plans which are payable if
specific management goals are met. The agreements also provide for severance benefits, if
certain criteria are met, for a period of up to two years. The senior management agreements
remain in place for each of the senior executive officers during their period of employment with
the Company or any of its subsidiaries.

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6. Commitments and Contingencies (continued)
Litigation
The United States Department of Justice (DOJ), the Office of the Inspector General of the United
States Department of Health and Human Services (OIG) and a number of states conducted
investigations into the operations of the Company and a number of Small Smiles Centers. On
January 15, 2010, the Company entered into a settlement with the Civil Division of the DOJ, 22
states and the District of Columbia, agreeing to pay $24,000 (plus interest) to settle all civil
claims by the DOJ, the District of Columbia, and the 22 states in which it operates. The
settlement covered only specifically enumerated “Covered Conduct,” did not release individual
dentists, and did not include a release of any potential criminal exposures. In connection with the
settlement, the Company entered into a five-year Corporate Integrity Agreement (CIA) with
OIG, committing to implement certain policies and procedures to ensure compliance with laws
and regulations and with the accepted standards of care in the industry. The CIA also requires
that external reviewers monitor quality of care at the Company and the Centers.
The Company also agreed to pay $2,300 to settle claims by the New York Office of Medicaid
Inspector General (OMIG) relating to alleged overpayments made to the Syracuse and Rochester
Centers during the time the Centers were managed by Old FORBA. In addition, as a condition of
New York’s participation in the DOJ settlement described above, the Company agreed to enter
into a separate Corporate Integrity Agreement with OMIG. The OMIG CIA is for a term of three
years and imposes certain requirements in addition to those imposed by the federal CIA. For
instance, the OMIG CIA obligates the Company to retain a New York State Dental Director and
requires the Independent Monitor to conduct an annual New York-specific review of claims.
In 2008, the Company and LICSAC, LLC, DD Marketing, Inc., DeRose Management, LLC, and
LICSAC, NY, LLC (collectively “Old FORBA”) asserted indemnification demands, pursuant to
the 2006 Asset Purchase Agreement (APA), against each other and engaged in litigation
regarding the need to maintain funds in the escrow account pursuant to the APA. Certain funds
remained in escrow. In September 2009, the Company filed suit against Old FORBA in federal
court in Colorado, alleging that Old FORBA breached the representations and warranties in the
APA, including the representations and warranties relating to Old FORBA’s financial condition.
Defendants moved to dismiss on October 26, 2009, and the motion was granted on January 11,
2010, with leave granted to amend the complaint. On January 22, 2010, the Company filed an
Amended Complaint against Old FORBA and certain individuals.

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On February 18, 2010, Old FORBA agreed to pay the Company $7,000 in a confidential
settlement to resolve the Colorado action. The settlement agreement provided for mutual releases
between the Company and Old FORBA of any claims and/or counterclaims in the Colorado
lawsuit, as well as any government or third party investigations related to the business or
operations of the parties and the Dental Centers, and all claims related to the APA between the
parties. The case was dismissed with prejudice on February 26, 2010.
On January 25, 2010, a Class Action Complaint against the Company and the Toledo Small
Smiles Center was filed in the United States District Court for the Northern District of Ohio
(Parnell, Individually and as Guardian of Webb and Lee, Minors, on Behalf of Herself and
Others Similarly Situated v. FORBA Holdings, LLC, et al). The Complaint was a putative
national class action on behalf of all patients (and their parents/guardians) treated at the Small
Smiles-affiliated Dental Centers nationwide (with an Ohio sub-class), and alleged a nationwide
conspiracy to perform unnecessary dental procedures and to use unnecessary nitrous oxide and
physical restraints. The Complaint asserted claims of fraud, Ohio RICO, assault and battery,
intentional/negligent infliction of emotional distress, loss of consortium, and violation of the
Ohio Consumer Sales Practices Act. The plaintiffs sought compensatory, punitive, and
treble damages, as well as attorneys’ fees. On June 30, 2010, the plaintiffs filed an Amended
Complaint adding American Capital, Ltd. as a defendant and adding a claim of malpractice. On
September 30, 2010, the plaintiffs filed a Second Amended Complaint dropping American
Capital as a defendant and adding Arcapita, Inc. as a defendant instead. On October 29, 2010, the
plaintiffs filed a Notice of Voluntary Dismissal of the Parnell class action without prejudice,
which the Court entered on November 5, 2010. Plaintiffs’ counsel indicated their intention to file
claims on behalf of individual Small Smiles patients in Ohio state court.
On December 29, 2010, a Complaint was filed against the Company, the Toledo Center, a single
dentist, and Arcapita, Inc. in state court in Lucas County, Ohio (Montarey Barbour, Individually
and as Guardian of Juliana Barbour, a Minor v. FORBA Holdings, LLC et al). The Complaint
alleged unnecessary dental procedures and the use of unnecessary nitrous oxide and physical
restraints, and asserted claims of fraud, Ohio RICO, assault and battery, intentional/negligent
infliction of emotional distress, negligence and malpractice, loss of consortium, and violation of
the Ohio Consumer Sales Practices Act. The plaintiff sought compensatory and
punitive damages, as well as attorneys’ fees. On December 30, 2010, the case was voluntarily
dismissed without prejudice.

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Ohio plaintiffs’ counsel has represented that cases on behalf of Dental Center patients will be
filed against the Company in the future. The Company plans to vigorously defend against such
claims, but cannot predict the outcome of the claims nor estimate the amount of damages that
could be assessed in the event of an adverse outcome.
On June 7, 2010, a putative state class action was filed against the Company and the Oklahoma
Dental Centers in the District Court of Oklahoma County, Oklahoma (Hernandez, Individually
and as Mother and Next Friend of Aaliyah Esparza, a Minor, on Behalf of Herself and Others
Similarly Situated v. FORBA Holdings, LLC, et al). The Petition alleged a conspiracy to perform
unnecessary dental procedures and to use unnecessary nitrous oxide and physical restraints and
asserted claims of fraud, negligence, assault and battery, intentional/negligent infliction of
emotional distress, and violation of the Oklahoma Consumer Protection Act. The plaintiffs
sought unspecified compensatory and punitive damages, as well as attorneys’ fees.
On August 30, 2010, the plaintiffs filed the Second Amended Petition naming several individual
dentists as defendants. On September 27, 2010, the plaintiffs further amended the Petition to
name several additional individual dentists. On November 23, 2010, the Court granted the
defendants’ Motion to Dismiss with leave for the plaintiffs to amend the Petition. On
December 1, 2010, the plaintiffs filed a Fourth Amended Petition in which they withdrew the
class claims and solely asserted claims on behalf of a single plaintiff against the Company, a
single Dental Center, and a single dentist. On December 17, 2010, the Company, the Dental
Center and the dentist filed Answers to the Fourth Amended Petition. The Company plans to
vigorously defend against these claims, but cannot predict the outcome of the claims nor estimate
the amount of damages that could be assessed in the event of an adverse outcome. Oklahoma
plaintiffs’ counsel have indicated that additional cases on behalf of other individual Small Smiles
patients will be filed against the Company in Oklahoma state court in the near future.

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By letter dated September 22, 2010, the law firm of Hackerman Frankel gave formal notice to
the Company of claims for damages asserted on behalf of more than 500 current and former
patients of the Small Smiles Dental Centers. The letter states that the Company, the Dental
Centers and other named entities “were negligent in connection with dental care the patients
received at one of the Small Smiles clinics.” According to the notice, the claims “arise out of acts
or omissions committed by agents of [these entities] and by others for whose acts, errors or
omissions one or more of the [entities] may be legally liable.” Moreover, the letter states that the
“patients may also assert additional causes of action related to their treatment at a Small Smiles
clinic against one or more” of the entities named in the notice. The majority of the claims involve
the three New York Dental Centers and the Colorado Dental Centers.
In addition, on November 5, 2010 and November 11, 2010, Hackerman Frankel sent notice
letters to a number of current and former Small Smiles dentists stating that “former patients are
asserting claims for damages against you arising out of a dental incident. These patients may also
assert additional causes of action against you. Furthermore, these patients may assert claims
against Small Smiles, its affiliates, and other parties arising out of the same dental care
treatment.”
To date, no lawsuits have been filed by Hackerman Frankel or its co-counsel Moriarty
Leyendecker on behalf on any of the patients listed in the September and November notices. We
expect that lawsuits will be filed on behalf of many of those listed in the notices. No specific
damages amounts have been asserted to this point. The Company intends to vigorously defend
against these claims, but cannot predict the outcome of the claims nor estimate the amount of
damages that could be assessed in the event of an adverse outcome.
On December 2, 2009, a Complaint was filed against Dr. Chase Dighton, Small Smiles of East
Albuquerque and FORBA Dental Management Company, in Bernalillo County New Mexico
(Havens v. Dighton., et al.). On December 28, 2010, Plaintiffs amended the Complaint, dropping
FORBA Dental Management Company, and naming FORBA Holdings, LLC as a defendant. The
Amended Complaint alleges that Dr. Dighton is liable for compensatory and punitive damages
because he recklessly, or at least negligently, treated Konnor Havens, causing him to suffer
physical and psychological injuries. The Complaint further alleges that the Center and FORBA
are vicariously liable for Dr. Dighton’s conduct, and that all defendants’ conduct was fraudulent
and constituted an unfair trade practice. Discovery is ongoing. Mediation is scheduled for
March 9, 2011. Trial is scheduled for July 25, 2011. Plaintiffs have not made a settlement
demand.

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On March 8, 2010, a Complaint was filed against the Company and the Toledo Center in the
United States District Court for the Northern District of Ohio (National Union Fire Insurance
Company of Pittsburgh, PA v. FORBA Holdings, LLC, et al). The Complaint seeks a declaratory
judgment that National Union’s dental professional liability insurance policies issued to the
Company, the Dental Centers and the dentists employed by the Dental Centers do not provide
coverage for the claims alleged in the Parnell lawsuit. The Company has asserted counterclaims
for breach of contract and declaratory judgment seeking damages and a declaration that National
Union must defend and indemnify the Company and all other insureds under the policies for the
Parnell lawsuit, the Hernandez lawsuit, and any similar claims that have been or may be asserted
by patients of the Dental Centers.
National Union filed an Amended Complaint on November 1, 2010, in which it added Arcapita,
Inc. as a defendant. Arcapita, Inc. was subsequently voluntarily dismissed from the case without
prejudice. The Company’s Amended Answer and Counterclaims was filed on December 3, 2010.
On January 7, 2011, National Union filed a Motion to Dismiss the counterclaims. The Company
plans to vigorously defend against this claim and assert its counterclaims, but cannot predict the
outcome of the claims/counterclaims.
On August 5, 2010, a Complaint was filed against the Company in the United States District
Court for the Middle District of Tennessee (National Union Fire Insurance Co. of Pittsburgh, PA
v. Small Smiles Holding Co., LLC). The Complaint seeks to void and rescind the dental
professional liability insurance policies issued by National Union to the Company, the Dental
Centers, and the dentists employed by the Dental Centers for the 2008-2009 and 2009-2010
policy periods. The Company has asserted counterclaims against National Union seeking
damages for breach of the Tennessee Deceptive Trade Practices Act and for bad faith denial of
coverage benefits. On December 2, 2010, National Union moved to dismiss the counterclaims.
The Company’s Opposition to the Motion to Dismiss was submitted on January 11, 2011. On
December 16, 2010, the Company filed a Third-Party Complaint against Affinity Insurance
Services, Inc., asserting claims of negligence, negligent misrepresentation and for violation of
the Tennessee Consumer Protection Act in connection with Affinity’s conduct as National
Union’s agent.
Discovery in the case has commenced, and trial currently is scheduled for January 31, 2012. The
Company plans to vigorously defend against this claim and assert its counterclaims and third-
party claims, but cannot predict the outcome of the claims.

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On October 28, 2010, the Company filed a Complaint in the United States District Court for the
Middle District of Tennessee against Zurich American Insurance Co. (FORBA Holdings, LLC v.
Zurich American Insurance Co.). The Complaint asserts claims for breach of contract and
declaratory judgment against its directors and officers’ liability insurance carrier, Zurich
American Insurance Co., seeking reimbursement of amounts paid to defend and settle the
underlying government investigation. Zurich filed its Answer on December 23, 2010 and
discovery is underway. The Company plans to vigorously prosecute this case, but cannot predict
the outcome of the claims or any recovery of damages that may result.
The Company is also, from time to time, subject to claims and suits arising in the ordinary course
of business, including claims for damages for personal injuries, medical malpractice, breach of
management contracts, and employment related claims. In certain of these actions, plaintiffs may
request punitive or other damages against the Company which may not be covered by insurance.
The Company is currently not a party to any such proceeding, including the matters discussed
above within Note 6, which, in management’s opinion, would have a material adverse effect on
the Company’s business, financial condition or results of operations.
7. Leases
The Company leases various buildings and equipment under operating lease agreements. The
leases expire at various times, have various renewal options, and have various rent escalation
clauses.
Operating lease expense relating primarily to the rental of buildings for the periods ending
December 31, 2010 and 2009 was $7,932 and $8,032, respectively.

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7. Leases (continued)
Future minimum rental commitments under noncancelable operating leases with an initial term
in excess of one year at December 31, 2010, consist of the following:
Fiscal year:
2011 $ 7,005
2012 5,599
2013 3,747
2014 3,182
2015 1,744
Thereafter 1,067
Total minimum lease commitments $ 22,344
8. Income Taxes
Significant components of provision for income taxes are as follows:
Year Ended December 31,

2010 2009
Current:
Federal $ 14 $ 70
State 2 20
16 90
Deferred:
Federal (1) (5)
State – –
(1) (5)
Total $ 15 $ 85
The provision for income taxes differs from the amount computed by applying the statutory
federal income tax rate to income before provision for income taxes. The sources of the
differences include income (loss) of pass-through entities that is taxed directly to its owners,
valuation allowance changes affecting the provision for income taxes and other differences.

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8. Income Taxes (continued)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. Significant components of the Company’s deferred tax assets include
amortization, net operating loss (NOL) carryforwards, accrued expenses and other temporary
differences. As of December 31, 2010, the Company has a net current deferred tax asset of $6,
comprising total deferred tax assets of $21,935 offset by a total valuation allowance of $21,929,
that is reflected in prepaid expenses and other current assets in the consolidated balance sheet.
As of December 31, 2010, the Company has NOL carryforwards for state income tax purposes of
approximately $88,325. These NOL carryforwards will expire from 2022 to 2025.
Effective January 1, 2009, the Company adopted the relevant guidance for accounting for
uncertainty in income taxes and did not have any cumulative effect of changes to members’
deficit. In connection with the adoption of the guidance, the Company recorded an additional $15
net liability for unrecognized tax benefits and accrued interest for tax positions of prior years
reduced for the lapse of statutes of limitations during the year ended December 31, 2010. The
Company’s ending net liability for unrecognized tax benefits and accrued interest was $100 and
$85 for the years ended December 31, 2010 and 2009, respectively.
The Company classifies interest and penalties related to unrecognized tax benefits in the
provision for income taxes. The Company recorded $1 and $4 for such amounts during the years
ended December 31, 2010 and 2009, respectively. The Company had approximately $5 and $4
for the payment of interest and penalties accrued at December 31, 2010 and 2009, respectively.
The Company’s income tax returns for tax years 2007 and beyond remain subject to examination
by taxing authorities.
9. Related Party Transactions
The Company accrues a $1,500 annual management fee payable to Arcapita, an affiliate of
Holdings, for advisory services rendered. The payable is subordinated to the debt instruments.
The Company recognized expense of $1,500 and $1,500 in 2010 and 2009, respectively. As of
December 31, 2010 and 2009, the accrued fees of $3,750 and $2,250, respectively, are reflected
in long term liabilities payable to related party on the consolidated balance sheets.

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9. Related Party Transactions (continued)
CIT, ACAS, Carlyle, and Arcapita hold Company debt instruments. They are also equity
investors or affiliates of equity investors in the Company. The total equity investments received
from these four entities and their affiliates was $166,246.
In 2008, the Company borrowed $7,000 on the revolver line of credit, which required repayment
by September 2008. Due to the inability of the Company to repay the revolver borrowing,
Arcapita, ACS and Carlyle were required to repay the senior lenders. In exchange for payment
by these equity investors, the Company issued PIK notes of $7,000 accruing interest at 16.5%
annually. These notes were later exchanged for Preferred Equity – Subordinated interests.
In 2009 and 2008, on behalf of the Company, Arcapita advanced funds to pay certain
restructuring and legal costs. As of December 31, 2010 and 2009, the payables of $3,205 and
$2,905, respectively, for those advances are reflected in long term liabilities payable to related
party on the consolidated balance sheets. As of December 31, 2009, an additional $453 is
included in current liabilities payable to related party on the consolidated balance sheets.
During the years ended December 31, 2010 and 2009, the Company paid $153 and $85,
respectively, relating to airplane rentals to Ameris Health Systems, LLC (Ameris). The primary
shareholder of Ameris is also a shareholder in the Company.
During the years ended December 31, 2010 and 2009, the Company paid $32 and $10,
respectively, relating to airplane rentals to TOH Aircraft Partners (TOH). Two Company
shareholders, one of which is a member of management, are shareholders in TOH.
10. Employee Benefits
The Company started a multi-employer defined contribution plan in October 2007. The
Company’s defined contribution plan covers substantially all management company employees
and employees at the managed dental centers. The plan is qualified under Section 401(k) of the
Internal Revenue Service Code. Participants may contribute a portion of their compensation, not
exceeding a limit set annually by the Internal Revenue Service. The plan includes a provision for
the Company to match a portion of employee contributions. Total expense to the Company under
the 401(k) plan was $486 and $480 for the years ended December 31, 2010 and 2009,
respectively.

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11. Subsequent Events
The Company has evaluated subsequent events for the year ended December 31, 2010 through
April 29, 2011, the date these financial statements were issued.
On April 28, 2011, the Company entered into Amendment No. 1, which allowed the Company to
modify future financial covenants and capital expenditure thresholds. The amendment includes
additional covenants. Events of default under these covenants include notice of intent to exclude,
or exclusion, from participation in state or Federal healthcare programs and payment of
stipulated penalties as defined in the Company’s CIA, in excess of $1,000.
Amendment No. 1 increases the principal payments relating to the Senior debt – First Lien in
2011 and 2012 from $425 per quarter to $775 per quarter. Effective April 1, 2011, the interest
rate on the Senior debt – First Lien increases 0.25% per quarter until an aggregate amount equal
to 1.00% as of 1st quarter of 2012. In addition, the interest rate will be subject to a LIBOR floor
of 1.50%.
Amendment No. 1 also increases the interest rate on the Senior debt – Second Lien by 1.25% per
quarter beginning in 2nd quarter of 2011 until an aggregate increase of 5.00% as of 1st quarter of
2012.
Upon execution of Amendment No. 1, the Company paid an amendment fee of $954. The
Company is also required to pay a deferred restructuring fee equal to 2.00% of the outstanding
principal amount of the senior debt upon maturity of the senior debt. The deferred restructuring
fee will be reduced 0.25% per quarter in the event the senior debt is repaid prior to maturity.
The Independent Monitor conducted site visits to seven Centers during the first year of the CIA
and, with the OIG monitor, conducted an annual review visit at the Company’s Nashville
headquarters on February 1 and February 2, 2011 with the Company’s compliance, quality, and
internal audit teams. Pursuant to the CIA, the Company submitted its Annual Report to the OIG
on March 15, 2011. Following the annual review visit and the submission of the Annual Report,
the OIG told the Company that they do not believe that the Company is in full compliance with
the CIA, and that they will be seeking remedies for the breach. At this time, the Company does
not know what remedies the OIG will seek. Those remedies could include stipulated penalties in
excess of $1,000 or exclusion. The Company will have an opportunity to respond to any notice
of breach by the OIG.

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Section 4.9
Compliance with Laws
Settlement Agreements
In 2007, the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”)
began an investigation of CSHM and the Practices. At about the same time period, the United States
Department of Justice (the “DOJ”) began an investigation of CSHM and the Practices. Thereafter, a
number of state Attorneys General commenced parallel state investigations of CSHM and the Practices.
The New York State Office of Medicaid Inspector General (“OMIG”) also commenced an investigation of
CSHM and the Practices.
On January 15, 2010, CSHM entered into that certain Settlement Agreement with the United States of
America, acting through the DOJ and on behalf of the OIG, and the relators party thereto, whereby CSHM
agreed, among other things, to make settlement payments to the United States, the participating states and
the relators.
On January 15, 2010, CSHM entered into that certain Settlement Agreement with the State of New York.
OIG CIA
On January 15, 2010, CSHM entered into that certain Corporate Integrity Agreement with the OIG.
OMIG CIA
On January 15, 2010, CSHM entered into that certain Corporate Integrity Agreement with OMIG, which
was amended and restated on April 30, 2010 in that certain Amended Corporate Integrity Agreement
between CSHM and OMIG.
CIA Monitoring Agreement

On March 15, 2010, CSHM entered into that certain Corporate Integrity Agreement Monitoring Agreement
with an independent monitor, StrategicHealthSolutions, LLC (the “Monitor”). The Monitor has conducted
more than 24 site visits and 18 desk audits.
8568727.13 Section 4.9 – 1

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Section 4.10(b)
Leased Real Property
1. Lease Agreement by and between 200 South Broadway, LLC and FORBA Holdings, LLC (n/k/a
Church Street Health Management, LLC) for property located at 201 W. 8th Street, Suite 810, Pueblo,
CO 81003.
2. Lease Agreement by and between Adventure 3 Properties, LP and FORBA Holdings, LLC (n/k/a
Church Street Health Management, LLC) for property located at 618 Church Street, Suite 520,
Nashville, TN 37219.
4. Lease Agreement by and between Adventure 3 Properties, LP and Church Street Health Management,
LLC for property located at 618 Church Street, Suite 130, Nashville, TN 37219.
5. Lease Agreement by and between Regus and Church Street Health Management, LLC for property
located at 5600 N. River Road, Suite 800, Rosemont, IL 60018.
8568727.13 Section 4.10(b) – 1

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Section 4.12(a)
Seller Employee Plans
1. Church Street Health Management, LLC Retirement Plan*
2. Church Street Health Management Group Vision Care Plan*
3. Church Street Health Management Term Life & Long Term Disability Insurance*
4. Church Street Health Management Group Dental Insurance*
5. Church Street Health Management Flexible Benefits Plan*
6. Paid Time Off Policy (including sick leave, FMLA, other leave, vacation)*
7. Dentists Performance Bonus Program*
8. Church Street Health Management Health Plan
9. Small Smiles New York Health Plan
10. Small Smiles of Colorado Health Plan
11. Small Smiles of Arizona Health Plan
12. Small Smiles of Idaho Health Plan
13. Small Smiles of Indiana Health Plan
14. Small Smiles of New Mexico Health Plan
15. Small Smiles of Kansas Health Plan
16. Small Smiles of Massachusetts Health Plan
17. Small Smiles of Connecticut Health Plan
18. Small Smiles of Nevada Health Plan
19. Small Smiles of Ohio Health Plan
20. Small Smiles of New Hampshire Health Plan
21. Small Smiles of Maryland Health Plan
22. Small Smiles of Virginia Health Plan
23. Small Smiles of Washington, D.C. Health Plan
24. Small Smiles of Pennsylvania Health Plan
25. Small Smiles of Oklahoma Health Plan
26. Small Smiles of Alabama Health Plan
8568727.13 Section 4.12(a) – 1

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27. Small Smiles of South Carolina Health Plan
28. Small Smiles of Texas Health Plan
*Indicates multiple-employer plan
8568727.13 Section 4.12(a) – 2

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Section 4.12(b)
Employee Information
See attached.
8568727.13 Section 4.12(b) – 1

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EEHC, Inc.
Current Employee Listing
Current Employee Title Exempt/Non-Exempt DOH

Adair, Steven M. Director, Clinical Quality Initiatives & Education Exempt 1-Jul-09
Badger-Rodriguez, Catherine Patient Advocate Coordinator Non-Exempt 15-Sep-10
Benfatti, Vince Director - Accounting Exempt 6-Jun-05
Brown, Phyllis Manager - Accounts Payable Exempt 8-Nov-06
Burbank, Judy Specialist - Accounts Payable Non-Exempt 19-Nov-07
Carrico, Kara K. Clinical Chart Auditor Exempt 1-Aug-11
Casarez-Herrera, Anna Specialist - Accounting Exempt 14-Aug-06
Cash, Shelly National Director - Clinical Coordinator Exempt 1-Jun-09
Cawood, Rodney EVP - CFO Exempt 26-Sep-06
Chestnut, Susan Audit Manager, Clinical Review Exempt 8-Sep-09
Cook, Moni VP - Internal Audit Exempt 30-Nov-09
Cranshaw, Joy Manager, Training - Dental Office Systems Exempt 31-Dec-10
Croom, Olivia SVP, Regional Operations Exempt 23-Dec-11
Dearinger, Ashley R. Specialist - AR Non-Exempt 29-Jun-09
Dunn, Daniel Director - Development Exempt 19-Mar-07
Fentriss, Candice Human Resources Assistant Non-Exempt 3-Jan-12
Fincher-Gray, Cheri Manager - Educational Information Design Exempt 28-May-10
Foster, Jeanean S. Director - Licensing and Credentialing Exempt 20-Oct-10
Gardner, Bradford SVP - Controller Exempt 26-Sep-06
Gardner, Sherri R. Director - Regional OM Exempt 26-Nov-07
Graham, Jennifer Manager - Senior Financial Analyst Exempt 2-Apr-09
Green, Melissa Admin Assistant Exempt 30-Aug-06
Green, Tamrah VP - Training Exempt 15-Jan-07
Harrington, Lauren W. Admin Assistant - HR Non-Exempt 22-Jun-09
Hatch, Chris Manager - Facilities Exempt 1-Jun-08
Hausback, Shauna K. Executive Assistant Exempt 25-Apr-11
Higgins, Marc T. Network Administrator Exempt 8-Dec-08
Jeffrey, Patricia Specialist - Account Payable Non-Exempt 12-Nov-07
Johnson, Carolyn R. Audit Manager - Clinical Review Exempt 20-May-09
Kochenberger, Jacob AVP - Dentist Recruitment Exempt 1-Aug-02
Kochenberger, Jenna Director of Dentist Recruitment Exempt 1-Jun-04
Krummel, Liz Director - Payroll Exempt 6-Feb-06
LaChance, Angela Data Entry Specialist Non-Exempt 10-Jan-11
Larrison, Crystal Admin. Asst - Compliance/L&C Non-Exempt 26-Jul-10
Lester, Kerry Specialist - HR Assistant Exempt 20-Oct-08
Marciante, MaryAnne Senior Staff Auditor Exempt 7-Feb-11
Massey, Shawn Manager - Chart Review Auditor Exempt 30-Mar-09
Mayolo, Tracye AVP, Human Resources Exempt 9-Jan-12
McCulla, Mike SVP - Marketing and Development Exempt 26-Sep-06
McKenzie, Tahnee L. Specialist - GL Accounting Non-Exempt 8-Dec-08
Montgomery, Rick Senior Financial Analyst Exempt 7-Feb-11
Moore, Christopher Compliance Attorney Exempt 9-May-11
Moulton, Richard Director, Business Intelligence Exempt 30-May-11
Mulvihill, Paige VP - Financial Operations Exempt 21-Apr-11
Navedo DDS, Marlene SVP, Regional Operations Exempt 28-Mar-11
Nesbit, Ebin Senior Network Engineer Exempt 8-Mar-11
Newberry, Angela Patient Advocate Exempt 5-Jan-09
Nicholson, Shawn Director - Regional OM Exempt 19-Jan-09
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Nuss, Erica M. Director - Regional OM Exempt 5-Jun-06
Reilly, Kevin M SVP - Regional Operation Exempt 17-Sep-07
Richter, Timothy SVP -IT Exempt 26-Sep-06
Sawyer, Sheila W. General Counsel & Chief Admin. Officer Exempt 18-Jul-11
Shealey, Melissa Director - Regional OM Exempt 19-Jan-09
Skelley, Amanda Director - Accounting Exempt 4-Jan-07
Smith, Calaudre Licensing and Credentialing Specialist Non-Exempt 18-Apr-11
Souri, Gus Chief Dental Officer Exempt 30-Jan-12
Steiner, Lorri SVP - Financial Operations Exempt 8-Feb-07
Stinson, McLean Manager - Development Exempt 1-Jun-09
Stringer, Jenell Specialist, Licensing and Credentialing Exempt 23-Mar-09
Taylor, Laura Marketing Coordinator Exempt 1-Oct-07
Tinch, Brittany Training Assistant Non-Exempt 27-Jun-11
Travis, Ashley Senior Financial Analyst Exempt 17-Jan-11
Trivett, Chase Director - Construction Exempt 12-Feb-07
Williams, Bradley SVP - Tax and Treasury Exempt 26-Sep-06
Wooley, Estina Specialist - Payroll Non-Exempt 3-May-10
Young, Angel Senior Staff Auditor TEMP 24-Jan-12
Zoeller, Linda Manager - Paralegal Exempt 25-Jun-07
Independent Contractors
Tore Nelson Interim CEO
Termed Employees
Michael Lindley
Alfred Smith
Jason Owen
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Document redacted
by court 3/7/12
FORBA NY, LLC
Current Status Name Job Title Home Address Home Address 2 City State Zip Type Original DOH Annual Comp Accrued PR
A BELL, CHAWAKA L Rochester Office Manager 9 YANKEE CT. ROCHESTER NY 14624 RFT 1/2/2007 $52,267.50 $2,010.29
A BROWN, TERESA Rochester Front Ofc Asst 255 BREMEN STREET ROCHESTER NY 14621 RFT 12/18/2009 $25,461.70 $979.30
A GONZALEZ, DAMARIS Rochester Front Ofc Asst 68 HEARLD ST ROCHESTER NY 14621 RFT 2/21/2011 $26,000.00 $1,000.00
A JIMENEZ, MARISOL L Syracuse Front Ofc Asst 203 WEST BRIGHTON AVENUE APT. 15 SYRACUSE NY 13205 RFT 9/18/2007 $23,642.07 $909.31
A MORBILLO, CAROL ANN Albany Front Ofc Asst 3 WREN LANE CORAM NY 11727 TEM 9/27/2011 $39,000.00 $1,500.00
A PEPE, ALANA Rochester Front Ofc Asst 3489 ST. PAUL BLVD ROCHESTER NY 14617 RFT 1/9/2012 $24,960.00 $960.00
L PROPHETER, PAMELA R Syracuse Asst Ofc Mgr 3207 EAST AVE. CENTRAL SQUARE NY 13036 RFT 4/25/2005 $29,974.78 $0.00
A SOBOTKA, MICHELLE S Syracuse Office Manager 2070 CO RT 11 PARISH NY 13131 RFT 11/15/2004 $48,795.13 $1,876.74
A SYPNIER, JENNIFER Rochester Asst Ofc Mgr 1365 WEILAND RD ROCHESTER NY 14626 RFT 7/13/2009 $30,160.00 $1,160.00
Redacted Exhibit Page 166 of 261
Section 4.16
Largest Vendors
1. Henry Schein Inc.
2. UMR, Inc.
3. Instant Web, Inc.
4. CIGNA
5. Intero Office Solutions
6. Coverall North America, Inc.
7. Strategic Health Solutions, LLC
8. Brentwood Communications, Inc.
9. Staples Business Advantage
10. Metropolitan Life Ins. Co.
8568727.13 Section 4.16 – 1

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Section 4.18
Cure Costs
Approximately $1,100,000, subject to the rejection or non-assignment of any Contract set forth on Section
1.1(a) of this Sellers Disclosure Letter.
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Section 4.20
Bank Accounts Schedule
Bank Account Number Account Type Account Name

Associated Bank 221308xxxx Checking/Operating FORBA NY, LLC
Associated Bank 221308 xxxx Checking/Operating FORBA SERVICES,
INC.
Associated Bank 221308 xxxx Checking/Operating FORBA Holdings, LLC
(n/k/a Church Street
Health Management,
LLC)
Associated Bank 221308 xxxx Money Market FORBA Holdings, LLC
(n/k/a Church Street
Health Management,
LLC)
Associated Bank 221303 xxxx Checking/Payroll FORBA Holdings, LLC
Centers (n/k/a Church Street
Health Management,
LLC)
Pinnacle Bank 527 xxxx Checking/Operating FORBA NY, LLC
Pinnacle Bank 527 xxxx Checking/Payroll – EEHC, Inc.
Management Company
Pinnacle Bank 526 xxxx Checking/Operating Church Street Health
Management, LLC
Pinnacle Bank 527 xxxx Checking/Payroll – Church Street Health
Centers Management, LLC
Pinnacle Bank 527 xxxx Checking/Operating Church Street Health
Management, LLC
Pinnacle Bank 528 xxxx Money Market Church Street Health
Management, LLC
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Section 5.7(a)
Exceptions to Ordinary Course of Business
None.
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Section 5.7(b)
Exceptions to Ordinary Course of Business
None.
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Section 8.3(i)
Third Party Consents
1. Corporate Integrity Agreement, dated as of January 15, 2010, by and between Church Street and the
OIG-HHS.
2. Amended Corporate Integrity Agreement, dated as of April 30, 2010, by and between Church Street
and the OMIG-NY.
3. Agreement, dated as of February 15, 2012, by and between Church Street, OMIG-NY and the New
York State Office of the Attorney General.
4. Services Agreement, dated as of February 2, 2007, by and between Small Smiles of Dothan, P.C. and
FORBA Holdings, LLC (n/k/a Church Street Health Management, LLC).
5. Services Agreement, dated as of December 6, 2006, by and between Small Smiles of Montgomery,
P.C. and FORBA Holdings, LLC (n/k/a Church Street Health Management, LLC).
6. Lease Agreement by and between 200 South Broadway, LLC and FORBA Holdings, LLC (n/k/a
Church Street Health Management, LLC) for property located at 201 W. 8th Street, Suite 810, Pueblo,
CO 81003.
9. Lease Agreement by and between Adventure 3 Properties, LP and Church Street Health Management,
LLC for property located at 618 Church Street, Suite 130, Nashville, TN 37219.
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Exhibit C
Wind-Down Budget
Attached.
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SmallSmilesHoldingCompany,LLC
WindDownBudget
Assume363SaleclosesonMay18,2012andLiquidatingChapter11concludedbySeptember30,2012
Monthly
May12 Jun12 Jul12 Aug12 Sep12 Total
ResponsibleOfficer 1,000 2,000 2,000 2,000 2,000 9,000
Case 3:12-bk-01573
IndependentManager 2,778 5,556 5,556 5,556 5,556 25,000
FoleyHoag(SpecialCounsel)(1) 15,000 45,000 40,000 40,000 35,000 175,000
DebtorsCounsel 10,000 30,000 50,000 20,000 20,000 130,000
NoticingAgent 5,000 10,000 10,000 30,000 10,000 65,000
USTFees 7,500 7,500 15,000
BankFees(2) 200 200 200 200 200 1,000
FinancialAdvisor(Testimony,advisory,etc) 15,000 10,000 25,000
RecordsStorageandOtherExpensesforClosedCenters(3)
Other(NameChange,etc.) 1,000 1,000 1,000 1,000 1,000 5,000
TOTAL $ 33,978 $ 100,256 $ 122,756 $ 97,756 $ 90,256 $ 450,000
(1)TotalFoleyHoagfeesfortheNationalUnionmatterareforecastedat$750,000with$585,000includedintheDIPbudgetassumingsettlementagreementreachedbymidMay.
Redacted Exhibit Page 174 of 261

(2)Monthlyfeesforoneaccounttobemaintained.
(3)AssumedbyNewCo.
NOTE:Anyfinancial,taxandothernecessaryservicestobeprovidedbyNewCounderTSAatnocost
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Exhibit F - AssetPrivileged&Confidential
Sale Agreement Page 174 of 261
Exhibit D
Form of Bidding Procedures
Attached.
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BIDDING PROCEDURES
Set forth below are the bidding procedures (the “Bidding Procedures”) to be employed
with respect to the sale of substantially all of the assets (the “Assets”) of Church Street Health
Management, LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA
Services, Inc., and EEHC, Inc. (collectively, the “Sellers” or “Debtors”). The Assets being
acquired and the terms and conditions upon which the Sellers contemplate consummating a sale
are further described in the form of the Asset Sale Agreement (the “Stalking Horse Agreement”)
among the Sellers and CSHM LLC (the “Stalking Horse Bidder”). Copies of the form Stalking
Horse Agreement are available for free by (i) sending a written request to the Sellers’ claims and
noticing agent, GCG, Inc. (“GCG”), at 190 S. LaSalle Street, Suite 1520, Chicago, IL 60603, (ii)
calling GCG at (877) 906-0209, or (iii) emailing GCG at cshminfo@gcginc.com. The sale of the
Assets of the Sellers (the “Sale”) pursuant to the Stalking Horse Agreement is subject to
competitive bidding as set forth herein and approval by the United States Bankruptcy Court for
the Middle District of Tennessee (the “Bankruptcy Court”) pursuant to sections 105, 363, 365,
503 and 507 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 6004,
6006, 9007 and 9014 of the Federal Rules of Bankruptcy Procedure and Rules 6004-1 and 9014-
1 of the Local Rules of Court for the United States Bankruptcy Court for the Middle District of
Tennessee.
I. The Sale Hearing
At a hearing before the Bankruptcy Court (the “Sale Hearing”), the Seller will seek entry
of an order from the Bankruptcy Court approving and authorizing the Sale to the Successful
Bidder (as defined below) on terms and conditions consistent with the Stalking Horse Agreement
(as modified solely to the extent accepted by the Seller) and in accordance with these Bidding
Procedures.
II. Participation Requirements
Unless otherwise ordered by the Bankruptcy Court for cause shown, to participate in the
Bidding Process (as defined below), each person or entity other than the Stalking Horse Bidder
must deliver (unless previously delivered) to the Sellers, on or before the Bid Deadline (as
defined below), (i) an executed confidentiality agreement in form and substance satisfactory to
the Sellers (the “Confidentiality Agreement”) and (ii) a bona fide, non-binding letter of intent or
expression of interest with respect to a purchase of the Assets (together with the Confidentiality
Agreement, the “Participation Requirements”). Each person or entity that delivers the
Participation Requirements to the Sellers on or before the Bid Deadline is hereinafter referred to
as a “Potential Bidder.”
After a Potential Bidder delivers the Participation Requirements to the Sellers, the Sellers
shall deliver or make available (unless previously delivered or made available) to each Potential
Bidder certain designated information and financial data with respect to the Assets; provided,
however, that the Sellers may decline to make such information available to a Potential Bidder if
the Sellers believe that such Potential Bidder poses a competitive threat to the Sellers’
businesses. The Sellers shall use commercially reasonable efforts to promptly provide, or
identify and make available to the Stalking Horse Bidder, any information concerning Sellers,
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any of their subsidiaries, the Assets or the Sellers’ businesses provided to any Potential Bidder
which was not previously provided to the Stalking Horse Bidder.
III. Determination by the Sellers
The Sellers shall (a) coordinate the efforts of Potential Bidders in conducting their
respective due diligence, (b) evaluate bids from Potential Bidders, (c) negotiate any bid made to
acquire the Assets and (d) make such other determinations as are provided in these Bidding
Procedures (collectively, the “Bidding Process”). Neither the Sellers nor their representatives
shall be obligated to furnish any information of any kind whatsoever relating to the Assets to any
person who is not a Potential Bidder (other than the Stalking Horse Bidder).
IV. Due Diligence
Up to and including the date that is one day prior to the Auction, as defined herein (the
“Diligence Period”), the Sellers shall afford any Potential Bidder such due diligence access or
additional information as may be reasonably requested by the Potential Bidder that the Sellers, in
their business judgment, determine to be reasonable and appropriate. The Sellers may designate
a representative to coordinate all reasonable requests for additional information and due
diligence access from such Potential Bidders. Each Potential Bidder shall be required to
acknowledge that it has had an opportunity to conduct any and all due diligence regarding the
Assets prior to submitting its Bid.
V. Bid Deadline
A Potential Bidder that desires to make a bid shall deliver copies of its bid by facsimile
and/or email to (a) proposed counsel to the Sellers, Waller Lansden Dortch & Davis, LLP, 511
Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq. and Donald R.
Moody, Esq.; (b) proposed Chief Restructuring Officer of the Sellers, Martin McGahan, Alvarez
& Marsal Healthcare Industry Group, LLC, c/o 618 Church Street, Suite 520, Nashville, TN
37219; (c) proposed counsel for any official committee of unsecured creditors appointed in these
cases (the “Committee”); (d) proposed local counsel for the Committee, if any; and (e) proposed
financial advisor to the Committee, if any; by no later than [April 16], 2012 at 4:00 p.m. Central
Standard Time (the “Bid Deadline”).
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VI. Bid Requirements
All bids (each hereinafter, a “Bid”), other than the Stalking Horse Agreement, must be
(a) in cash, (b) accompanied by a letter:
(i) Offering to acquire the Assets on terms substantially identical to the

Stalking Horse Agreement and providing for the releases contemplated
therein and expressly agreeing to assume, at a minimum, all of the
liabilities provided for in the Stalking Horse Agreement;
(ii) Accompanied by a duly executed agreement attached to the letter, marked

to show any proposed amendments and modifications to the Stalking
Horse Agreement and its schedules and exhibits (the “Marked
Agreement”);
(iii) Specifying Bid terms that are substantially the same or better (as
determined in the Sellers’ reasonable business judgment) than the terms of
the Stalking Horse Agreement;
(iv) Agreeing that the Potential Bidder’s offer, irrespective of whether such
Potential Bidder is the Successful Bidder or the Backstop Bidder, is
binding and irrevocable until the earlier of (i) the Closing Date (as defined
below), or (ii) twenty (20) days after the Sale Hearing;
(v) Providing that such Bid is not subject to any due diligence or financing
contingency;
(vi) Agreeing not to request or assert entitlement to any transaction or break-

up fee, expense reimbursement or similar type of payment; and
(vii) Agreeing to serve as the Backstop Bidder (as defined below) in

accordance with these Bidding Procedures; and
(c) accompanied by adequate assurance information (the “Adequate Assurance Information”),

including (i) information about the Potential Bidder’s financial condition, such as federal tax
returns for two years, a current financial statement, or bank account statements, (ii) information
demonstrating (in the Sellers’ reasonable business judgment) that the Potential Bidder has the
financial capacity to consummate the proposed Sale, (iii) evidence that the Potential Bidder has
obtained authorization or approval from its board of directors (or comparable governing body)
with respect to the submission of its Bid, (iv) the identity and exact name of the Potential Bidder
(including any equity holder or other financial backer if the Potential Bidder is an entity formed
for the purpose of consummating the Sale), and (v) such additional information regarding the
Potential Bidder as the Potential Bidder may elect to include. By submitting a Bid, Potential
Bidders agree that the Sellers may disseminate their Adequate Assurance Information to affected
landlords or contract counterparties in the event that the Sellers determine such bid to be (a) a
Qualified Bid (as defined below) and (b) a higher and better bid than the Stalking Horse
Agreement.
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All Bids (other than the Stalking Horse Agreement) must be accompanied by (a) a
certified check or wire transfer, payable to the order of the Sellers, in an amount equal to 10% of
the Purchase Price (as defined in the Stalking Horse Agreement) in cash, which funds will be
deposited into an interest bearing escrow account to be identified and established by the Sellers
(a “Good Faith Deposit”) and (b) written evidence, documented to the Sellers’ reasonable
satisfaction, that demonstrates the Potential Bidder has available cash or a commitment for
financing and such other evidence of ability to consummate the transaction as the Sellers may
reasonably request, including proof that such funding commitments or other financing are not
subject to any internal approvals, syndication requirements, diligence or credit committee
approvals (provided, that such commitments may have covenants and conditions reasonably
acceptable to the Sellers).
The Sellers will review each Bid received from a Potential Bidder to ensure that it meets
the requirements set forth above. A Bid received from a Potential Bidder that meets the above
requirements will be considered a “Qualified Bid” and each Potential Bidder that submits a
Qualified Bid will be considered a “Qualified Bidder.” Anything herein to the contrary
notwithstanding, the Stalking Horse Agreement is a Qualified Bid and the Stalking Horse Bidder
is a Qualified Bidder, for all purposes and requirements pursuant to the Bidding Procedures.
Upon determination that a Bid received from a Potential Bidder constitutes a Qualified Bid, the
Sellers shall, within one (1) business day, provide the Stalking Horse Bidder with a copy of the
Qualified Bid.
A Qualified Bid will be valued by the Sellers based upon any and all factors that the
Sellers deem pertinent, including, among others, (a) the amount of the Qualified Bid, (b) the
risks and timing associated with consummating a transaction with the Potential Bidder, (c) any
excluded assets or executory contracts and leases, and (d) any other factors that the Sellers may
deem relevant to the Sale.
The Sellers, in their business judgment, reserve the right to reject any Bid if such Bid:
(a) Is on terms that are more burdensome or conditional than the terms of the
Stalking Horse Agreement;
(b) Requires any indemnification of the Potential Bidder in its Marked

Agreement;
(c) Is not received by the Bid Deadline;
(d) Is subject to any contingencies (including representations, warranties,

covenants and timing requirements) of any kind or any other conditions
precedent to such party’s obligation to acquire the Assets (other than as
may be included in the Stalking Horse Agreement); or
(e) Is not a Qualified Bid for any other reason as set forth above.
Any Bid rejected pursuant to this paragraph shall not be deemed to be a Qualified Bid. In the
event that any Bid is so rejected, the Sellers shall cause such Potential Bidder to be refunded its
Good Faith Deposit and all accumulated interest thereon within three (3) business days after the
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Bid Deadline. Notwithstanding anything set forth in these Bidding Procedures, in no event shall
the Sellers determine that a Bid is a Qualified Bid unless each of the Bid requirements
enumerated herein is satisfied.
VII. Auction Participation
Unless otherwise ordered by the Bankruptcy Court for cause shown, only the Stalking
Horse Bidder and each Qualified Bidder are eligible to participate at the Auction (as defined
below). At least two (2) business days prior to the Auction, each Qualified Bidder must inform
the Sellers in writing whether it intends to participate in the Auction. The Sellers will promptly
thereafter inform (in writing) each Qualified Bidder, who has expressed its intent to participate in
the Auction, (a) of the identity of all other Qualified Bidders that may participate in the Auction
(and shall provide copies of the Qualified Bids to the Stalking Horse Bidder and any other
Qualified Bidder who requests a copy of the Qualified Bids); and (b) of the Qualified Bid which
the Sellers have deemed to be the highest and best Qualified Bid (the “Highest and Best Bid”).
If the Sellers do not receive any Qualified Bids other than the Stalking Horse Agreement: (a) the
Sellers will not hold an Auction; (b) the Stalking Horse Agreement will be the Successful Bid (as
defined below); and (c) the Stalking Horse Bidder will be named the Successful Bidder.
VIII. Auction
If at least one Qualified Bid other than the Stalking Horse Agreement is received by the
Bid Deadline, the Sellers will conduct an auction (the “Auction”). The Auction shall take place
on April 20, 2012 at 9:00 a.m. Central Standard Time, at the offices of proposed counsel to the
Sellers, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
Tennessee 37219, or such later time or such other place as the Sellers shall designate and notify
to all Qualified Bidders who have submitted Qualified Bids. Only a Stalking Horse Bidder and
each other Qualified Bidder who has submitted a Qualified Bid will be eligible to participate at
the Auction. Professionals for (a) the Committee (if any), (b) the Stalking Horse Bidder, (c) each
other Qualified Bidder, and (d) the agent for the Sellers’ prepetition secured lenders, along with
any other parties the Sellers deem appropriate, shall be able to attend and observe the Auction.
Each Qualified Bidder participating in the Auction will be required to confirm, in writing,
that (a) it has not engaged in any collusion with respect to the Bidding Process, and (b) its
Qualified Bid is a good faith bona fide offer that it intends to consummate if selected as the
Successful Bidder.
At the Auction, participants will be permitted to increase their Qualified Bids. Bidding at
the Auction will commence with the Highest and Best Bid and will continue in increments of at
least $500,000 (the “Overbid Amount”, and each successive bid an “Overbid”), provided,
however, that the initial Overbid (the “Initial Overbid”) must be at least equal to the Stalking
Horse Agreement plus (i) $1,000,000, (ii) the Break-Up Fee and (iii) the Expense
by the Stalking Horse Bidder, may be in an amount at least equal to the Overbid Amount. An
Overbid shall remain open and binding on the Qualified Bidder until and unless (a) the Sellers
accept an alternate Overbid as the Highest and Best Bid, and (b) such Overbid is not selected as
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the Backstop Bid (as defined below). During the course of the Auction, the Sellers shall, after
submission of each Overbid, promptly inform each participant which Overbid reflects, in the
For the avoidance of doubt, the DIP Lender, the DIP Agent, the Prepetition Lenders, the
Prepetition Agent, and/or any authorized designee of the DIP Agent and/or Prepetition Agent
may submit credit bids on behalf of the Stalking Horse Bidder to the fullest extent permitted by
section 363(k) of the Bankruptcy Code. Any and all Overbids made by the Stalking Horse
Bidder including, if applicable, the Initial Overbid, may be in the form of a credit bid.
For the avoidance of doubt, any and all Bids, Initial Overbids and Overbids, other than
those submitted by or on behalf of the Stalking Horse Bidder, shall be in cash.
The Sellers may announce at the Auction additional procedural rules (e.g., the amount of
time to make subsequent Overbids) for conducting the Auction so long as the rules are not
inconsistent with these Bidding Procedures. The bidding at the Auction shall be transcribed or
videotaped and the Sellers shall maintain a transcript of all Bids made and announced at the
Auction, including all Overbids and the Successful Bid.
Immediately prior to the conclusion of the Auction, the Sellers will: (a) review each
Qualified Bid made at the Auction on the basis of financial and contractual terms and such
factors relevant to the Sale, including those factors affecting the speed and certainty of
consummating the Sale; (b) identify the highest and best Bid for the Assets of the Seller at the
Auction (the “Successful Bid”); and (c) notify all Qualified Bidders at the Auction, prior to its
conclusion, of the name or names of the maker of the Successful Bid (the “Successful Bidder”),
and the amount and other material terms of the Successful Bid. The Sellers shall not consider
any Bids or Overbids submitted after the conclusion of the Auction and any and all such Bids
and Overbids shall be deemed untimely and shall under no circumstances constitute a Qualified
Bid.
All bidders at the Auction will be deemed to have consented to the core jurisdiction of the
Bankruptcy Court and waived any right to jury trial in connection with any disputes relating to
the Auction, the Sale and the construction and enforcement of the Stalking Horse Agreement.
IX. Acceptance of Qualified Bids
The Sellers may (a) determine, in their reasonable business judgment which Qualified
Bid is the Successful Bid and the next best Qualified Bid (the “Backstop Bid”); and (b) reject at
any time, before entry of an order of the Bankruptcy Court approving the Sale, any Bid (other
than the Stalking Horse Agreement) that, in the Sellers’ reasonable judgment is (i) inadequate or
insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code, the Bidding
Procedures or the terms and conditions of the Sale or (iii) contrary to the best interests of the
Sellers and their estates.
The Sellers presently intend to convey the Assets to the Qualified Bidder that submits the
Successful Bid, whether such entity is the Stalking Horse Bidder or another Qualified Bidder.
The Sellers’ presentation to the Bankruptcy Court for approval of the selected Qualified Bid as
the Successful Bid does not constitute the Sellers’ acceptance of such Bid. The Sellers will have
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accepted a Successful Bid only when such Successful Bid has been approved by the Bankruptcy
Court at the Sale Hearing. The Sellers and the Successful Bidder will close the Sale on or before
a date that is three (3) business days after the order approving the Sale becomes a final, non-
appealable order, unless another time or date, or both, are agreed to in writing by the Sellers and
the Stalking Horse Bidder (the “Closing Date”). If the Successful Bidder does not close the Sale
by the Closing Date, then the Sellers will be authorized, but not required, to close with the party
that submitted the Backstop Bid (the “Backstop Bidder”), without a further court order, and such
Backstop Bidder shall thereafter be deemed to be the Successful Bidder. In no event shall the
Closing Date occur later than May 11, 2012. Notwithstanding anything set forth herein, under
no circumstances shall the Stalking Horse Bidder be selected as the Backstop Bidder without its
express written consent.
X. No Fees for Potential Bidders or Qualified

Bidders, Other Than the Stalking Horse Bidder
Potential Bidders or Qualified Bidders, other than the Stalking Horse Bidder, shall not be
allowed any breakup, termination or similar fee or any expense reimbursement. Moreover, all
Potential Bidders and Qualified Bidders, other than the Stalking Horse Bidder, waive any right to
seek a claim for substantial contribution.
XI. Return of Good Faith Deposit
The Good Faith Deposits of all Potential Bidders shall be held in escrow by the Sellers,
but shall not become property of the Sellers’ estates absent further order of the Bankruptcy
Court. The Good Faith Deposits of all Potential Bidders (other than the Stalking Horse Bidder,
which shall not be required to submit a Good Faith Deposit) shall be retained by the Sellers,
notwithstanding Bankruptcy Court approval of a Sale, until three (3) business days after the
earlier of (a) the Closing Date, or (b) twenty (20) days following the Sale Hearing. The Sellers
shall retain indefinitely any Good Faith Deposit submitted by the Successful Bidder. At the
closing of the Sale contemplated by the Successful Bid, the Successful Bidder, other than the
Stalking Horse Bidder, will be entitled to a credit for the amount of its Good Faith Deposit to the
extent a Good Faith Deposit was provided. Upon the return of the Good Faith Deposits, their
respective owners shall receive any and all interest that will have accrued thereon.
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Exhibit E
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Attached.
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NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
ORDER (A) AUTHORIZING AND SCHEDULING

AN AUCTION, (B) AUTHORIZING AND APPROVING
(i) BIDDING PROCEDURES, (ii) NOTICE OF THE AUCTION,
(iii) BREAK-UP FEE AND EXPENSE REIMBURSEMENT,
(iv) THE FORM AND MANNER OF SALE NOTICE,
(v) THE FORM AND MANNER OF SALE SUMMARY AND
(vi) THE FORM AND MANNER OF ASSUMPTION
AND ASSIGNMENT NOTICE, (C) SCHEDULING A
SALE HEARING AND (D) GRANTING RELATED RELIEF
Upon the motion (the “Sale Motion”),2 dated March 2, 2012, of Church Street
Health Management, LLC and its affiliated debtors, as debtors in possession (collectively, the
“Debtors” or the “Sellers”), pursuant to sections 105, 363, 365, and 503 of title 11 of the United
States Code (the “Bankruptcy Code”), Rules 2002, 6004, 6006, 7004 and 9014 of the Federal
Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 6004-1 and
9014-1 of the Local Rules of Court for the United States Bankruptcy Court for the Middle
District of Tennessee (the “Local Rules”) for entry of an order (i) authorizing and scheduling an
auction (the “Auction”) for the sale by the Sellers of substantially all of the Debtors’ assets (the
“Assets”) as more fully described in the Stalking Horse Agreement (defined below) and
1
2
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Sale Motion.
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approving bidding procedures (the “Bidding Procedures”) in connection therewith; (ii)
authorizing and approving notice of the Auction; (iii) authorizing and approving a break-up fee
and expense reimbursement in connection with the sale (the “Sale”) of the Assets in accordance
with that certain Asset Sale Agreement, dated March 2, 2012, by and among the Sellers and the
Stalking Horse Bidder, a copy of which is annexed to the Sale Motion as Exhibit F (the “Stalking
Horse Agreement”); (iv) authorizing the form and manner of the notice of sale of the Assets and
scheduling a hearing in relation therewith; and (v) authorizing and approving the form and
manner of the notice for assumption and assignment (the “Assumption and Assignment Notice”)
of certain prepetition executory contracts and unexpired leases (the “Assigned Contracts”) and
proposed cure costs associated with such assumption (the “Cure Costs”) in connection with the
Sale, and (vi) scheduling a hearing to approve a Sale (the “Sale Hearing”), all as is more fully set
forth in the Sale Motion; and the Court having jurisdiction to consider the Sale Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the
Sale Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C.
§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and
due and proper notice of the Sale Motion having been provided and it appearing that no other or
further notice need be provided; and the Court having determined that the relief sought in the
Sale Motion is in the best interests of the Debtors, their creditors and all parties in interest; and
the Court having determined that the legal and factual bases set forth in the Sale Motion establish
just cause for the relief granted herein; and upon all of the proceedings had before the Court and
after due deliberation and sufficient cause appearing therefor;
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proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of
fact constitute conclusions of law, they are adopted as such. To the extent any of the following
B. This Court has jurisdiction over the Sale Motion and the relief requested therein
pursuant to 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding pursuant to 28
U.S.C. § 157(b)(2)(A), (N) and (O). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
C. Good and sufficient notice of the Bidding Procedures and the other related relief
sought in the Sale Motion has been given to all interested persons and entities, including, without
limitation, (i) the United States Trustee for the Middle District of Tennessee (the “U.S. Trustee”),
(ii) the attorneys for the agent for the Debtors’ prepetition secured lenders, (iii) the Debtors’ fifty
(50) largest unsecured creditors on a consolidated basis or, if an official committee of unsecured
creditors (the “Committee”) has been appointed, counsel to the Committee, (iv) all entities
known to have asserted any lien, claim, interest or encumbrance in or on the Assets, and (v) all
other parties entitled to notice pursuant to the submitted proposed order establishing notice
procedures in these chapter 11 cases [Docket No. 72].
D. The Sellers have articulated good and sufficient reasons for, and the best interests
of the Sellers will be served by, this Court granting the preliminary relief requested in the Sale
Motion, including approval of (i) the Bidding Procedures, substantially in the form annexed
hereto as Exhibit A; (ii) the Sale Notice, substantially in the form annexed hereto as Exhibit B;
(iii) the Sale Summary (as defined below), substantially in the form annexed hereto as Exhibit C;
(iv) the Assumption and Assignment Notice, substantially in the form annexed hereto as Exhibit
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D; (v) the Break-Up Fee (defined below) and the Expense Reimbursement (defined below); and
(vi) the Seller’s execution of the Stalking Horse Agreement.
E. The proposed notice of the Sale of the Assets and the Bidding Procedures, as set
forth in the Sale Motion, is good, appropriate, adequate and sufficient, and is reasonably
calculated to provide all interested parties with timely and proper notice of the Sale and the
Bidding Procedures, and no other or further notice is required for the Sale of the Assets to the
Stalking Horse Bidder (or the Successful Bidder, as applicable), and the assumption and
assignment of the Assigned Contracts as contemplated in the Bidding Procedures, as set forth
herein and in the Sale Motion.
F. The Sellers have articulated good and sufficient reasons for, and the best interests
of the Sellers’ estates will be served by, this Court (i) authorizing the Sellers’ execution of the
Stalking Horse Agreement following the Petition Date but prior to the Auction, and (ii)
scheduling an Auction and a hearing to consider the approval of the Sale and the transfer of the
Assets to the Stalking Horse Bidder (or the Successful Bidder, as applicable), free and clear of all
successor liability, pursuant to section 363 of the Bankruptcy Code.
G. The Break-Up Fee and the Expense Reimbursement (each as defined below) are
actual and necessary costs and expenses of preserving the Debtors’ estates within the meaning of
section 503(b) of the Bankruptcy Code, commensurate to the real and substantial benefit
conferred upon the Debtors’ estates by the Stalking Horse Bidder, and necessary to induce the
Stalking Horse Bidder to continue to pursue the transactions contemplated by the Stalking Horse
Agreement.
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THAT:
1. The Sale Motion is GRANTED to the extent set forth herein and with respect to
the relief requested in relation to the Bidding Procedures and other related relief in respect of the
Sale.
2. All objections to the relief requested in the Sale Motion that have not been
withdrawn, waived, or settled as announced to this Court at the hearing on the Sale Motion or by
stipulation filed with this Court, are overruled.
3. The Debtors shall take any and all actions necessary or appropriate to implement
this Order in connection with the Sale, and the Debtors and their advisors may engage in the
marketing of the Assets (including the entry into confidentiality agreements with potential
purchasers) in accordance with the Bidding Procedures.
4. The Bidding Procedures, substantially in the form annexed hereto as Exhibit A,
are hereby approved, are incorporated herein by reference, and shall govern all Bids and Bid
proceedings relating to the Assets. The Sellers are authorized to take any and all actions
necessary or appropriate to implement the Bidding Procedures and conduct the Auction in
accordance with the terms thereof.
5. The deadline for submitting a Qualifying Bid (as such term is defined in the
Bidding Procedures) shall be April 16, 2012 at 4:00 p.m. Central Standard Time (the “Bid
Deadline”).
6. To the extent at least one Qualified Bid, other than the Stalking Horse Bidder’s
bid, is timely received, the Sellers shall conduct the Auction on April 20, 2012 at 9:00 a.m.
Central Standard Time at the offices of Waller Lansden Dortch & Davis, LLP, 511 Union
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Street, Suite 2700, Nashville, Tennessee 37219, or at any such other location as the Debtors may
hereafter designate (with notice of such alternate location given to all Qualified Bidders and the
Notice Parties (defined below)). Only the Stalking Horse Bidder and any other Qualified Bidder
will be permitted to participate in the Auction. The Auction will be transcribed or videotaped.
7. Prior to the Auction the Sellers will be authorized to execute the Stalking Horse
Agreement.
8. At the Auction, when only one Qualified Bidder remains and the Sellers have
selected that Qualified Bidder’s Bid as the Highest and Best Bid (as described in the Bidding
Procedures), the Auction will conclude. As soon as reasonably practicable following the
conclusion of the Auction (but no later than one (1) business day after the conclusion of the
Auction), the Sellers shall file a notice identifying the Successful Bidder and the Backstop
Bidder, if any, and will serve such notice on the counterparties to the Assigned Contracts via
facsimile or email (if available), or otherwise via overnight mail delivery (but only if facsimile or
email are not available).
9. All bidders submitting a Qualified Bid are deemed to have submitted to the
exclusive jurisdiction of this Court with respect to all matters related to the Auction and the
terms and conditions of the transfer of the Assets.
10. Consistent with the requirements of the Bidding Procedures, each Bid by a Bidder
other than the Stalking Horse Bidder must be accompanied by, among other things, a Good Faith
Deposit in an amount equal to 10% of the Purchase Price (as defined in the Stalking Horse
Agreement) in cash, which shall only be refunded to such Bidder upon the entry of an order
which becomes final and nonappealable approving a transaction between the Debtors and
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another buyer (other than such Bidder) (unless such finality and nonappealability shall have been
waived by the Debtors and the buyer).
11. The Good Faith Deposit of any Bidder shall become nonrefundable if and when
the Court enters an order which has become final and nonappealable approving the higher or
better Bid of such Bidder (unless such finality and nonappealability shall have been waived by
the Debtors and such Bidder).
12. By March 16, 2012, or as soon thereafter as practicable (but no later than three (3)
business days following that date), the Debtors (or their agents) shall serve a copy of this Order,
the Sale Motion, the Stalking Horse Agreement, the Bidding Procedures and the proposed Sale
Order (as hereinafter defined) by first-class mail, postage prepaid, or other method reasonably
calculated to provide notice of the Sale and the Auction, upon (i) all entities known to have
expressed an interest in a transaction with respect to the Assets during the past six (6) months,
(ii) all entities known to have asserted any lien, claim, interest or encumbrance in or on the
Assets, and (iii) the Notice Parties (as defined below).
13. The notice of Sale of the Assets pursuant to the Auction and of the Sale Hearing
(the “Sale Notice”), substantially in the form annexed hereto as Exhibit B, is hereby approved.
14. The Summary of Sale Process (the “Sale Summary”), substantially in the form
annexed hereto as Exhibit C is hereby approved for service to all individuals and entities on the
Debtors’ mailing matrix.
15. A notice substantially in the form of the Sale Notice shall be published on one
occasion in the Wall Street Journal, National Edition at least twenty (20) days prior to the
Auction.
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16. The Debtors shall serve a copy of the Sale Notice and the Sale Summary by first
class mail, by March 16, 2012 or as soon thereafter as practicable (but no later than three (3)
business days following that date), on (i) the Notice Parties (as defined below), (ii) all entities
known to have asserted any lien, claim, interest or encumbrance in or on the Assets, and (iii) all
individuals and entities listed on the Debtors’ mailing matrix.
17. Notwithstanding any confidentiality agreement that may be contained in any
agreement, contract, or other document to which the Sellers are a party, the Sellers are authorized
to disclose the contents of such agreement, contract or document to prospective bidders for the
Assets in connection with the Bidding Procedures and sale of the Assets, provided that such
prospective bidders execute and deliver non-disclosure agreements acceptable to the Debtors.
18. To the extent the Auction occurs, the Stalking Horse Bidder shall be deemed to be
a Qualified Bidder under the Bidding Procedures, and shall be permitted to credit bid any or all
of its claims under the Credit Agreements and/or the DIP Credit Agreement (each as defined in
the Stalking Horse Agreement), and/or the amount of the Break-Up Fee and Expense
Reimbursement (each as defined below), in the amount of expenses actually incurred through the
date of the Auction, all pursuant to section 363(k) of the Bankruptcy Code.
19. Pursuant to and in accordance with the terms and conditions of the Stalking Horse
Agreement, the Stalking Horse Bidder shall be entitled to receive from the funds deposited by
the Successful Bidder, in accordance with the Bidding Procedures and pursuant to the terms of
the Stalking Horse Agreement, a break-up fee (the “Break-Up Fee”) in an amount equal
$2,000,000, plus reasonable documented costs and expenses not to exceed $250,000 (the
“Expense Reimbursement”), with such amount to be due and payable in the event that the Court
has entered an order approving a Sale of the Assets to a Successful Bidder (as defined in the
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Bidding Procedures) other than the Stalking Horse Bidder (an “Alternative Agreement”) and
such order has become final and nonappealable (unless such finality and nonappealability shall
have been waived by the Debtors and such Bidder).
20. The Break-Up Fee and the Expense Reimbursement are approved and allowed,
pursuant to section 364(c)(1) of the Bankruptcy Code, as super-priority administrative expenses
in the Debtors’ chapter 11 cases with priority over all administrative expenses of the kind
specified in sections 503(b) and/or 507(a) of the Bankruptcy Code and shall be payable pursuant
to paragraph 21 hereof.
21. Debtors shall pay the Stalking Horse Bidder the Break-Up Fee and Expense
Reimbursement from the Good Faith Deposit tendered by another third party bidder upon entry
of an order which has become final and nonappealable approving the sale of the Assets to such
third party bidder making a higher or better offer for the Assets (unless such finality and
nonappealability shall have been waived by the Debtors and such Bidder and the transaction is
consummated).
22. The Sale Hearing will be held before the Honorable Keith M. Lundin of the
United States Bankruptcy Court for the Middle District of Tennessee on _____ __, 2012, at
__:__ _.m. or as soon thereafter as the Court may be available at the United States Bankruptcy
Court, 701 Broadway, Room 2, Nashville, Tennessee 37203, to consider, among other things,
entry of an order (the “Sale Order”), (i) authorizing and approving the sale of the Assets to the
Stalking Horse Bidder pursuant to the Stalking Horse Agreement or to the party otherwise
submitting the highest or otherwise best bid(s) for the Assets at the Auction free and clear of all
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Stalking Horse Agreement); (ii) authorizing and approving the Stalking Horse Agreement and
each of the related agreements referred to therein; and (iii) granting related relief.
23. Responses or objections, if any, to the relief to be considered at the Sale Hearing,
including, but not limited to, approval of the Sale, including the sale of the Assets free and clear
of liens, claims, interests and encumbrances (other than Permitted Encumbrances, as defined in
the Stalking Horse Agreement), must be in writing and set forth with particularity all legal and
factual bases for the response or objection and filed with this Court (with a copy to Chambers)
and served on: (i) the U.S. Trustee, (ii) the Debtors’ fifty (50) largest unsecured creditors on a
consolidated basis or, if a Committee has been appointed, counsel to the Committee, (iii) counsel
TN 37219, Attn: John C. Tishler, Esq. and Donald R. Moody, Esq., (iv) co-counsel to the Agent
(as defined in the Stalking Horse Agreement), Shearman & Sterling, 599 Lexington Avenue,
New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry & Sims PLC, 150 Third
Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and (v) co-
counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New
York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq., and Burr & Forman
LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN 37203, Attn: David W.
Houston IV, Esq. (collectively, (i) through (v), the “Notice Parties”), so as to be received by
4:00 p.m. Central Standard Time on April 23, 2012 (the “Sale Objection Deadline”).
24. The Sale of the Assets is consistent with section 363(b)(1)(A) of the Bankruptcy
Code and, as the Sale does not violate the Sellers’ privacy policy, no consumer privacy
ombudsman is necessary in connection with the Sale.
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25. The Assumption and Assignment Notice, substantially in the form annexed hereto
as Exhibit D, is hereby approved.
26. The Debtors shall serve the Assumption and Assignment Notice by first class
mail, no later than three (3) days after service of the Sale Notice, or as soon thereafter as
practicable, on all counterparties to the Assigned Contracts.
27. The Debtors shall file on the Court’s docket (the “Docket”) a schedule listing
each Assigned Contract and the proposed Cure Cost associated therewith (the “Schedule of
Contracts”) within three (3) days of the mailing of the Assumption and Assignment Notice.
28. Provided that it does not do more than identify the contract name, the date of the
contract, the parties thereto and the proposed Cure Cost, the limited information to be provided
on the Schedule of Contracts to be published on the Docket does not violate the confidentiality
provisions in any of the Assigned Contracts.
29. Any party seeking to (i) object to the validity of the Cure Costs as determined by
the Sellers in respect of an Assigned Contract or otherwise assert that any other amounts,
defaults, conditions or pecuniary losses must be cured or satisfied under any of the Assigned
Contracts in order for such executory contract or lease to be assumed and assigned or (ii) object
to the assumption and assignment of any Assigned Contracts on any other basis (including, but
not limited to, objections to adequate assurance of future performance by the Successful Bidder),
must file with the Bankruptcy Court (contemporaneously with a proof of service), in accordance
with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any order of this Court,
an objection that must: (a) state with particularity the legal and factual basis for the objection and
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assignment and the support therefor, so as to be actually received on or before the Sale
Objection Deadline.
30. If a timely objection to the proposed Cure Costs in respect of an Assigned
Contract is not received in accordance with the Assumption and Assignment Notice and this
Order, (i) the Debtors shall be authorized to assume and assign such Assigned Contract, (ii) Cure
Costs listed in the Schedule of Contracts shall be binding for all purposes in these chapter 11
cases and will constitute a final determination of total cure amounts required to be paid by the
Debtors in connection with the assumption and assignment of each such Assigned Contract, and
(iii) adequate assurance of future performance of each such Assigned Contract shall also be
deemed sufficient by the assignment.
31. If a timely objection(s) to the assumption or assignment of any Assigned Contract
or the amount of any Cure Cost is properly and timely filed, the hearing to consider such
objection(s) will be held at the Sale Hearing or at such later hearing mutually acceptable to the
Debtors and an objecting Assigned Contract counterparty.
32. The assumption and assignment of the Assigned Contracts shall be effective only
upon the Closing or the occurrence of a closing with respect to any Alternative Agreement.
33. Any counterparty to an Assigned Contract who does not timely file an objection
to the proposed Cure Costs will be deemed to have waived and released any right to assert an
objection to the assumption and assignment of any Assigned Contract and to have otherwise
consented to such assumption and assignment, and will be forever barred and estopped from
asserting or claiming against the Debtors or any member, shareholder, or partner of the Debtors,
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their estates, or the Stalking Horse Bidder (or any other assignee of the relevant Assigned
Contract) or any member, shareholder, or partner of the Stalking Horse Bidder, that any
additional amounts are due or that conditions to assumption and assignment must be satisfied
under such Assigned Contract for the period before the date of the Sale Hearing, absent any
subsequent defaults by the Stalking Horse Bidder.
34. Compliance with the foregoing notice and publication requirements shall
constitute good and sufficient notice of the Bidding Procedures, Auction and Sale Hearing and
no other or further notice of the Bidding Procedures, Auction or Sale Hearing shall be necessary
or required.
35. At the Sale Hearing, the Debtors will seek the entry of an order of this Court
approving and authorizing the Sale to the Successful Bidder. The Sale Hearing may be
continued from time to time by this Court or the Debtors without further notice other than by
such adjournment being announced in open court or by a notice of adjournment filed with this
Court and served on the Notice Parties.
36. All time periods set forth in this Order shall be calculated in accordance with
37. This Court retains jurisdiction with respect to all matters arising from or related to
the interpretation or implementation of the Stalking Horse Agreement and this Order. To the
extent any provision of this Order shall be inconsistent with the Sale Motion, the terms of this
Order shall control.
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/s/ _______
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804

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EXHIBIT B
Form of Sale Notice
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NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
NOTICE OF (I) SALE AND SOLICITATION OF BIDS TO ACQUIRE CERTAIN OF

THE DEBTORS’ ASSETS; (II) TERMS AND CONDITIONS OF BIDDING
PROCEDURES AND; (III) ASSUMPTION AND ASSIGNMENT OF
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Church Street Health Management, LLC, Small Smiles Holding
Company, LLC, FORBA NY, LLC, FORBA Services, Inc., and EEHC, Inc. (collectively, the
“Sellers”) have entered into an Asset Sale Agreement, dated as of March 2, 2012, (the “Stalking
Horse Agreement”), by and among the Sellers and CSHM LLC (the “Stalking Horse Bidder”) to
sell (the “Sale”) substantially all of the Sellers’ assets (the “Assets”), including
(i) accounts receivable; (ii) intellectual property (including, patents, copyrights, trademarks and
proprietary information); (iii) certain executory contracts (including executory agreements and
licenses) and leased real property interests (collectively, the “Assigned Contracts”) that are to be
assumed by the Sellers and assigned to the Stalking Horse Bidder; (iv) documents, permits,
licenses, and all books and records of the Sellers in whatever form and wherever located; and
(v) all rights, claims and causes of action against third parties pertaining to the Assets, including
1
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any and all claims and causes of action arising under, or available pursuant to, the Bankruptcy
Code2 and all assets of the Sellers used or necessary to provide services in connection therewith.
The purchase price (the “Purchase Price”) for the Assets shall be the aggregate amount of (i) the
Credit Bid Amount and (ii) the aggregate amount of the Assumed Liabilities (as set forth in the
Stalking Horse Agreement). The Sellers are inviting bids on the Assets. The Bankruptcy Court
has entered an order (the “Bidding Procedures Order”)3 approving auction and sale procedures
(the “Bidding Procedures”, a copy of which is attached hereto as Exhibit 1) for the Assets.
2. The Debtors propose to: (i) sell the Assets free and clear of all liens,
claims or encumbrances thereon (except for Permitted Encumbrances, as defined in the Stalking
Horse Agreement), including, without limitation, claims otherwise arising under the doctrine of
successor liability; and (ii) assume and assign the Assigned Contracts as described in the
Stalking Horse Agreement. You may obtain a copy of the Stalking Horse Agreement for free by
(i) sending a written request to the Sellers’ claims and noticing agent, GCG, Inc. (“GCG”), at
190 S. LaSalle Street, Suite 1520, Chicago, IL 60603, (ii) calling GCG at (877) 906-0209, or (iii)
3. On or before the date that is no later than two (2) business days prior to the
Bid Deadline (as defined in the Bidding Procedures), the Sellers will file a schedule of cure
obligations (the “Schedule of Contracts”) for all potential Assigned Contracts. The Schedule of
Contracts will include a description of each of the Sellers’ contracts and leases potentially to be
assumed and assigned under the Stalking Horse Agreement and the amount, if any, the Sellers
believe is necessary to cure such agreements pursuant to section 365 of the Bankruptcy Code
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bidding
Procedures (as defined below).
3
A copy of the Bidding Procedures Order can be obtained for free by calling GCG, at (877) 906-0209 or by
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(the “Cure Costs”). A copy of the Schedule of Contracts, together with the Assumption and
Assignment Notice, will be served on each of the non-Debtor parties listed on the Schedule of
Contracts by first-class mail, postage prepaid, on or before April 12, 2012.
4. The Bankruptcy Court has scheduled an auction of the Assets (the
“Auction”) for April 20, 2012 at 9:00 a.m. Central Standard Time at the offices of counsel for
the Sellers, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville,
Tennessee 37219, or at such other location as the Debtors may hereafter designate (with notice of
such alternate location given to all Qualified Bidders and the Notice Parties (as defined below).
All interested parties are invited to submit a Qualifying Bid to acquire the Assets.
5. A hearing to approve the sale of the Assets to the Stalking Horse Bidder,
or a Successful Bidder other than the Stalking Horse Bidder (the “Sale Hearing”), is scheduled to
be conducted on [April 26], 2012 at __:__ _.m. Central Standard Time, in the United States
Bankruptcy Court for the Middle District of Tennessee, Nashville, Tennessee, or as soon
thereafter as counsel may be heard.
6. Any party seeking to (i) object to the validity of the Cure Costs as
determined by the Sellers in respect of an Assigned Contract or otherwise assert that any other
amounts, defaults, conditions or pecuniary losses must be cured or satisfied under any of the
Assigned Contracts in order for such executory contract or lease to be assumed and assigned or
(ii) object to the assumption and assignment of any Assigned Contracts on any other basis
(including, but not limited to, objections to adequate assurance of future performance by the
Successful Bidder), must file with the Bankruptcy Court (contemporaneously with a proof of
service), in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and
any order of this Court, an objection (an “Assumption and Assignment Objection”) that must: (a)
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state with particularity the legal and factual basis for the objection and if practicable, a proposed
modification to the terms of the Sale that would resolve such objection, and (b) if applicable,
include any and all documentation relied upon by the objector in support of its determination of
Cure Costs, setting forth the cure amount the objector asserts to be due, and the specific types
and dates of the alleged defaults, pecuniary losses and conditions to assignment and the support
therefor, so that such objection is filed no later than 4:00 p.m. Central Standard Time on April
23, 2012 (the “Assumption and Assignment Objection Deadline”), and such objection shall also
be served so the same is actually received on or before the Assumption and Assignment
Objection Deadline by (i) the U.S. Trustee, (ii) counsel to the Committee, [_____], (iii) counsel
TN 37219, Attn: John C. Tishler, Esq., (iv) co-counsel to the Agent (as defined in the Stalking
Horse Agreement), Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022, Attn:
Steven E. Sherman, Esq., and Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800,
Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and (v) co-counsel to the Stalking Horse
Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY 10166, Attn: David
M. Feldman, Esq. and J. Eric Wise, Esq., and Burr & Forman LLP, 700 Two American Center,
3102 West End Avenue, Nashville, TN 37203, Attn: David W. Houston IV, Esq. (collectively,
(i) through (v), the “Notice Parties”).
7. Objections to approval of the Sale, including the sale of the Assets free
and clear of liens, claims, interests and encumbrances (other than Permitted Encumbrances, as
defined in the Stalking Horse Agreement), must be in writing, state the basis of such objection
with specificity and be filed with this Court and served so as to be received by the Notice Parties
on or before 4:00 p.m. Central Standard Time on April 23, 2012.
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8. The Sale Hearing (at which the Court will consider approval of the
proposed Sale) may be adjourned, from time to time, without further notice to creditors or parties
in interest other than by announcement of the adjournment in open court or on the Court’s
calendar.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Proposed Counsel to the Debtors

and Debtors-in-Possession
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EXHIBIT C
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NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
1
et al. ) Case No. 12-01573
)
------------------------------------------------------------------------

because the Sellers believe that you may have a claim against them based on treatment you or a
_________________.
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Sellers, you may still be able to make a claim and receive money under certain insurance policies
held by the Sellers or otherwise. The insurance companies dispute that your claims are covered.
Your receipt of this notice does not mean that you have a claim or that your claim is covered
under the insurance policies. You should consult with an attorney to determine whether you
have such a claim.
A committee of creditors has been appointed to investigate and possibly object to the sale
on behalf of all creditors who have no mortgages and liens against the Sellers. If you would like
to obtain additional information from this committee, you may do so by contacting
_______________ at _________________.]
not be able to assert claim of any kind against the Proposed Buyer or any other buyer of the
Assets.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
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EXHIBIT D
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NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------



believe must be paid to cure all prepetition defaults under the Assigned Contracts as of February
20, 2012 (in each instance, the “Cure Costs”).
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the Assumption and Assignment Objection Deadline by (i) the U.S. Trustee, (ii) counsel to the
Committee, [_____], (iii) counsel to the Debtors, Waller Lansden Dortch & Davis, LLP, 511
Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq., (iv) co-counsel to
the Agent (as defined in the Stalking Horse Agreement), Shearman & Sterling, 599 Lexington
Avenue, New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry & Sims PLC,
150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and
(v) co-counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
New York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq., and Burr &
Forman LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN 37203, Attn:
David W. Houston IV, Esq. (collectively, (i) through (v), the “Notice Parties”); provided,
however, that in the event the Auction results in a Successful Bidder other than the Stalking
Horse Bidder (as defined in the Bidding Procedures Order), the Debtors shall file a notice
identifying such Successful Bidder with the Court and serve such notice upon each party


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by this Court.
Bidders.

_____ __, 2012
__________________________________________
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
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SCHEDULE A

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Exhibit F
Form of Sale Order
Attached.
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EXHIBIT F

NASHVILLE DIVISION
------------------------------------------------------------------------
IN RE: )
) Chapter 11
et al. 1 ) Case No. 12-01573
)
------------------------------------------------------------------------
ORDER (I) AUTHORIZING SALE OF SUBSTANTIALLY ALL OF

THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS
AND ENCUMBRANCES; (II) APPROVING THE ASSET SALE
AGREEMENT; AND (III) AUTHORIZING THE ASSUMPTION AND
ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Upon consideration of the motion (the “Sale Motion”)2 of the Debtors, pursuant to
sections 105, 363, 365 and 503 of title 11 of the United States Code (the “Bankruptcy Code”),
Rules 2002, 6004, 6006, 7004 and 9014 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”) and Rules 6004-1, 9014-1 and 9075-1 of the Local Rules of Court for the
United States Bankruptcy Court for the Middle District of Tennessee (the “Local Rules”), for
entry of an order (the “Sale Order”) (a) authorizing the sale (the “Sale”) by the Sellers of the
Assets free and clear of all liens, claims and encumbrances, other than Permitted Encumbrances,
in accordance with the Asset Sale Agreement (the “Stalking Horse Agreement”), dated as of
1
The Debtors in these chapter 11 cases are jointly administered for procedural purposes only under a single
case number. The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter
11 case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles Holding
2
Capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Debtors’
Expedited Motion for Entry of an Order: (A) Authorizing and Scheduling an Auction, (B) Authorizing and
Approving (i) Bidding Procedures, (ii) Notice of the Auction, (iii) Break-Up Fee and Expense Reimbursement, (iv)
the Form and Manner of Sale Notice, (v) the Form and Manner of Sale Summary, and (vi) the Form and Manner of
Assumption ad Assignment Notice; (C) Scheduling a Sale Hearing, and (D) Granting Related Relief [Docket No.
__].
NY: 709306-3
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March 2, 2012, by and between the Sellers and CSHM LLC (“NewCo”), to NewCo pursuant to
the Stalking Horse Agreement or to the Person otherwise submitting the highest or otherwise
best bid(s) for the Assets at the Auction (such winning bidder, the “Purchaser”); (b) authorizing
the assumption and assignment of the Assigned Contracts to the Purchaser; and (c) granting
certain related relief, all as more fully set forth in the Sale Motion; and the Court having entered
an order dated March __, 2012 (the “Bidding Procedures Order,” and attached as Exhibit l
thereto, the “Bidding Procedures”) approving the Bidding Procedures, scheduling an Auction
and Sale Hearing, approving the Sellers’ execution of the Stalking Horse Agreement, approving
the form and manner of notice of the Sale Summary, Sale Notice, and Assumption and
Assignment Notice (each as defined in the Bidding Procedures Order) and establishing
procedures relating to the assumption and assignment of the Assigned Contracts; and the Court
having jurisdiction to consider the Sale Motion and the relief requested therein in accordance
with 28 U.S.C. §§ 157(b)(2) and 1334; and consideration of the Sale Motion, the relief requested
therein, and the responses thereto being a core proceeding in accordance with 28 U.S.C. §
157(b); and the appearance of all interested parties and all responses and objections, if any, to the
Sale Motion having been duly noted in the record of the Sale Hearing; and upon the record of the
Sale Hearing, and all other pleadings and proceedings in this case, including the Sale Motion and
the First Day Affidavit; and it appearing that the relief requested in the Sale Motion is in the best
interests of the Debtors, their estates, their creditors and all other parties in interest; and after due
deliberation and sufficient cause appearing therefore;
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proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact
constitute conclusions of law, they are adopted as such. To the extent any of the following
B. This Court has jurisdiction over the Sale Motion and the transactions
contemplated by the Stalking Horse Agreement pursuant to 28 U.S.C. §§ 157 and 1334, and this
matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N) and (O). Venue is proper
pursuant to 28 U.S.C. §§ 1408 and 1409.
C. This Sale Order constitutes a final and appealable order within the meaning of 28
U.S.C. § 158(a).
D. Good and sufficient notice of the Sale Motion and the relief sought therein has
been given to all interested persons and entities, including, without limitation, (a) the United
States Trustee for the Middle District of Tennessee; (b) counsel to the administrative agent for
the Debtors’ prepetition secured lenders; (c) counsel for any official unsecured creditors’
committee appointed in these cases, or until such time as counsel is named, the holders of the
fifty (50) largest unsecured claims on a consolidated basis against the Debtors; (d) counsel to all
postpetition lenders or their agent(s); (e) counsel of record representing patients of Dental
Centers associated with CSHM with litigation pending against the Debtors as of the Petition
Date; (f) the Internal Revenue Service; (g) all parties known or reasonably believed to have
asserted any lien, claim, interest or encumbrance on any of the Assets; (h) all persons or entities
known or reasonably believed to have expressed an interest in acquiring the Assets during the
past six (6) months; (i) the U.S. Attorney General; (j) the United States Department of Health
and Human Services, Office of Inspector General; (k) the New York State Office of Medicaid
Inspector General; (l) the Attorney General for each State that is a party to a settlement
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agreement with a Debtor; and (m) all parties that have requested personal notice pursuant to
Bankruptcy Rule 2002 (collectively, the “Notice Parties”).
E. The Bidding Procedures set forth in the Bidding Procedures Order were non-
collusive and substantively and procedurally fair to all parties.
F. The Seller solicited offers for, scheduled an Auction of, and selected the
Purchaser for the Sale of the Assets in accordance with the Bidding Procedures Order. The
Seller (i) afforded interested Potential Bidders a full, fair and reasonable opportunity to qualify
as Qualified Bidders (as defined in the Bidding Procedures) and submit their highest or otherwise
best offer to purchase the Assets, (ii) provided Potential Bidders, upon request, sufficient
information to enable them to make an informed judgment on whether to submit a Bid on the
Assets; and (iii) considered any Bids submitted on or before the Bid Deadline.
G. [No Qualified Bids (as defined in the Bidding Procedures), other than the Bid
submitted by NewCo, were submitted. Accordingly, no Auction (as defined in the Bidding
Procedures) was held.]
H. [The Credit Bid constitutes a portion of the aggregate consideration to be paid by
NewCo to the Sellers under the Stalking Horse Agreement. In compliance with the Bidding
Procedures, the Prepetition Agent submitted the Credit Bid at the Auction. The Debtors accepted
the Credit Bid pursuant to the Bidding Procedures at the Auction. The Credit Bid was a valid
and proper offer under, and complied with the provisions of, Section 363(k) of the Bankruptcy
Code, and was a valid exercise of the Prepetition Agent’s rights, responsibilities, and
obligations.]
I. The consideration to be provided by the Purchaser : (i) is fair and reasonable; (ii)
is the highest or otherwise best offer received by the Sellers for the Assets; (iii) is in the best
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interests of the Sellers’ creditors and estates; (iv) constitutes reasonably equivalent value and fair
consideration under the Bankruptcy Code or any similar laws of any state or other jurisdiction
whose law is applicable to the contemplated transactions; and (v) is greater than any other
practically available alternative. In reaching this determination, the Court has taken into account
both the consideration to be realized directly by the Sellers, including the assumption of claims
against the Sellers’ estates, and the indirect benefits of such Sale for the Sellers’ employees, the
Sellers’ vendors and suppliers and the public served, directly and indirectly, by the functions
performed by the Sellers’ employees and the Sellers’ businesses.
J. [Entry into the Stalking Horse Agreement and consummation of the transactions
contemplated thereby constitute the exercise of the Sellers’ sound business judgment and
fiduciary duties and such acts are in the best interests of the Sellers and their creditors and
estates, and the Sellers have demonstrated a sufficient basis and compelling circumstances
requiring them to enter into the Stalking Horse Agreement, sell the Assets and assume and assign
the Assigned Contracts as set forth therein. Such business reasons include, but are not limited to,
the fact that (i) there is substantial risk of deterioration of the value of the Assets if the Sale is not
consummated quickly; (ii) the Stalking Horse Agreement constitutes the highest and best offer
for the Assets; (iii) the Stalking Horse Agreement and the Closing (as defined in the Stalking
Horse Agreement) will present the best opportunity to realize the value of the Sellers on a going-
concern basis and avoid decline and devaluation of the Sellers’ businesses; and (iv) unless the
Sale is concluded expeditiously as provided for in the Sale Motion and pursuant to the Stalking
Horse Agreement, stakeholders’ recoveries may be diminished.]
K. The transactions contemplated by the Stalking Horse Agreement are undertaken
by the Sellers and the Purchaser at arms’ length, without collusion and in good faith within the
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meaning of section 363(m) of the Bankruptcy Code. The Purchaser is a good faith purchaser
under section 363(m) of the Bankruptcy Code and, as such, is entitled to all of the protections
afforded thereby and otherwise has proceeded in good faith in all respects in connection with this
proceeding in that: (i) the Purchaser recognized that the Sellers were free to deal with any other
party interested in acquiring the Assets; (ii) the Purchaser in no way induced or caused the
chapter 11 filing of the Sellers; (iii) the Purchaser made the Highest and Best Bid (as defined in
the Bidding Procedures) for the Assets; (iv) all payments to be made to the Purchaser and other
agreements or arrangements entered into by the Purchaser in connection with the transactions
have been disclosed; and (v) the negotiation and execution of the Stalking Horse Agreement (and
any other agreements or instruments related thereto) was done in good faith and at arms’ length
between the Purchaser and the Sellers.
L. The Sellers and the Purchaser have not engaged in any conduct that would permit
the Stalking Horse Agreement or the Sale to be avoided under section 363(n) of the Bankruptcy
Code.
M. The Stalking Horse Agreement was not entered into for the purpose of hindering,
delaying or defrauding creditors under the Bankruptcy Code or under the laws of the United
States, any state, territory, possession or the District of Columbia.
N. The Sale of the Assets outside of a plan of reorganization [pursuant to] [as
contemplated by] the Stalking Horse Agreement neither impermissibly restructures the rights of
the Sellers’ creditors nor impermissibly dictates the terms of a liquidating plan or plan of
reorganization for the Debtors. The Sale does not constitute a sub rosa chapter 11 plan.
O. Based upon the representations of the Sellers, the Assets constitute property of the
Sellers’ estates and title thereto is vested in the Sellers’ estates within the meaning of section
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541(a) of the Bankruptcy Code. Based upon the representations of the Sellers, the Sellers have
all right, title and interest in, to and under the Assets to transfer and convey the Assets as
contemplated by the Stalking Horse Agreement.
P. The consummation of the Sale [pursuant to the Stalking Horse Agreement] will be
a legal, valid and effective Sale of the Assets and will vest the Purchaser (and its designees or
assignees, as applicable) with all right, title and interest of the Sellers and their bankruptcy
estates in and to the Assets free and clear of all liens, claims and interests, except for Permitted
Encumbrances, including any such liens, claims and interests (i) that purport to give to any party
a right or option to effect any forfeiture, modification, right of first refusal or termination of the
Sellers’, the Sellers’ estates or the Purchaser’s interest in the Assets, or any similar rights; or (ii)
relating to taxes or any other liabilities, arising under or out of, in connection with or in any way
relating to the Assets, the Sellers, the Sellers’ estates or their respective operations or activities
prior to the Closing Date.
Q. A sale of the Assets other than one free and clear of liens, claims and interests
(other than Permitted Encumbrances) would be of substantially less benefit to and would
adversely affect the Sellers’ bankruptcy estates.
R. With respect to all parties asserting liens, claims and interests (other than
Permitted Encumbrances) in, to or against the Assets, the Sale complies with all the requirements
of section 363(f) of the Bankruptcy Code. With respect to each such interest in the Assets: (i)
applicable non-bankruptcy law permits the Sale free and clear of such interest; (ii) the holder of
such interest consents to the Sale; (iii) such interest is a lien and the price at which such property
is to be sold is greater than the aggregate value of all liens on the Assets; (iv) such interest is in
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bona fide dispute; or (v) the holder of such interest could be compelled, in a legal or equitable
proceeding, to accept a money satisfaction of such interest.
S. All parties with liens, claims and interests (other than Permitted Encumbrances)
against the Assets identified to be sold under the Stalking Horse Agreement, if any, who did not
object to the Sale Motion and the relief requested therein, or who withdrew their objections to
the Sale Motion, are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy
Code; and all parties with liens, claims and interests (other than Permitted Encumbrances)
against the Assets who objected to the Sale Motion, but who did not withdraw any such
objection, can be compelled to accept a monetary satisfaction of their liens, claims and interests
within the meaning of section 363(f)(5) of the Bankruptcy Code, and in each case, are enjoined
from taking any action against the Assets, the Purchaser, its affiliates or any agent of the
foregoing to recover any claim which such person or entity has solely against the Sellers, or any
of their respective affiliates.
T. The Sale and related transactions are not and do not amount to a consolidation,
merger or de facto merger of the Purchaser and the Sellers and/or any of the Sellers’ estates or
affiliates, there is not substantial continuity between the Purchaser and the Sellers, there is no
common identity between the Purchaser and the Sellers, there is no continuity of enterprise
between the Purchaser and the Sellers, the Purchaser is not a mere continuation of the Sellers or
any of their estates and the Purchaser does not constitute a successor to the Sellers or any of their
estates with respect to any and all claims, including federal or state tax claims, multi-employer
pension plan claims or other pension claims and claims arising under collective bargaining
agreements.
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U. By virtue of the Stalking Horse Agreement or otherwise, the Purchaser will not
acquire any liabilities of the Sellers, other than the Assumed Liabilities as set forth in the
Stalking Horse Agreement.
V. Without limiting the generality of the foregoing, the Purchaser would not have
entered into the Stalking Horse Agreement and would not consummate the transactions
contemplated thereby, thus adversely affecting the Sellers, their estates and their creditors, if the
Sale of the Assets to the Purchaser and the assignment of the Assigned Contracts to the
Purchaser were not free and clear of all liens, claims and interests of any kind or nature
whatsoever, other than the Permitted Encumbrances, or if the Purchaser would, or in the future
could, be liable for the Excluded Liabilities (as defined in the Stalking Horse Agreement).
W. Good and sufficient notice of the possible transfer, assumption and assignment of
the Assigned Contracts has been given to all non-debtor parties to the Assigned Contracts and no
other or further notice is required. A reasonable opportunity to object or be heard has been
offered to parties in interest.
X. The Assigned Contracts are valid and binding, in full force and effect, and
enforceable in accordance with their terms.
Y. The Cure Costs are deemed to be amounts necessary to “cure” (within the
meaning of section 365(b)(1) of the Bankruptcy Code) all “defaults” (within the meaning of
section 365(b) of the Bankruptcy Code) under such Assigned Contracts to the extent required by
section 365 of the Bankruptcy Code.
Z. The Purchaser has demonstrated adequate assurance of future performance with
respect to the Assigned Contracts pursuant to section 365(b)(1)(C) of the Bankruptcy Code.
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AA. The Assigned Contracts are assignable notwithstanding any provisions contained
therein to the contrary. Failure to object to the assumption and assignment of an Assigned
Contract is deemed consent to the assumption and assignment.
BB. [The assumption and assignment of the Assigned Contracts as set forth in the
Stalking Horse Agreement is integral to the Stalking Horse Agreement and is in the best interests
of the Sellers, their creditors and estates and other parties-in-interest, and represents the exercise
of sound and prudent business judgment by the Sellers.]
CC. The legal and factual bases set forth in the Sale Motion and at the Sale Hearing
establish just cause for the relief granted herein.
DD. Upon entry of this Sale Order, the Sellers shall have full power and authority to
consummate the Sale contemplated by the Stalking Horse Agreement. The Stalking Horse
Agreement and the Sale have been duly and validly authorized by all necessary action of the
Sellers and no shareholder vote, board resolution or other corporate action is required of the
Sellers for the Sellers to consummate such Sale or the other transactions contemplated in the
Stalking Horse Agreement.
EE. Cause has been shown as to why this Sale Order should not be subject to the stay
provided by Bankruptcy Rules 6004 and 6006.
FF. The entry of this Sale Order is in the best interests of the Sellers, their creditors
and estates and other parties in interest.

THAT:
1. The Sale Motion, the Stalking Horse Agreement and the transactions
contemplated thereby, shall be, and hereby are, AUTHORIZED AND APPROVED in all
respects.
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2. All objections, responses and requests for continuance concerning the Sale
Motion are resolved in accordance with the terms of this Sale Order as set forth in the record of
the Sale Hearing. To the extent any such objection, response or request for continuance was not
otherwise withdrawn, waived or settled, it, and all reservations of rights contained therein, is
overruled and denied.
3. Notice of the Auction and the Sale Hearing was fair and equitable under the
circumstances and complied in all respects with Bankruptcy Rules 2002, 6004, 6006, 7004 and
9014. The Sale Motion or notice thereof shall be deemed to provide sufficient notice of the Sale
free and clear of liens, claims and interests in accordance with Local Rules 6004-1, 9014-1 and
9075-1.
4. The Sellers are authorized and directed to close, consummate and comply with the
Stalking Horse Agreement and all other agreements and documents related to and contemplated
thereby (collectively, the “Sale Documents”), which Sale Documents hereby are authorized and
approved in all respects, and to execute such other documents and take such other actions as are
necessary or appropriate to effectuate the Stalking Horse Agreement.
5. The Purchaser’s offer for the Assets, [as embodied in the Stalking Horse
Agreement,] is the Highest and Best Bid for the Assets and is hereby approved.
6. Pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Sale by the
Sellers to the Purchaser of the Assets and the transactions related thereto, [upon the Closing
under the Stalking Horse Agreement,] are authorized and approved in all respects.
7. Subject to the payment by the Purchaser to the Sellers of the consideration
provided for in the Stalking Horse Agreement pursuant to sections 363 and 365(a) of the
Bankruptcy Code, the Sale of the Assets by the Sellers to the Purchaser shall constitute a legal,
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valid and effective transfer of the Assets and shall vest the Purchaser with all right, title and
interest of the Sellers in and to the Assets free and clear of all liens, claims and interests (except
Permitted Encumbrances) pursuant to section 363(f) of the Bankruptcy Code, effective as of the
Closing Date.
8. [The Sellers and the Prepetition Agent, for the benefit of the Purchaser, are
authorized to consummate the Credit Bid as set forth in the Stalking Horse Agreement (subject to
such further Sale Documents, as the Purchaser, Debtors, the Prepetition Agent and the DIP
Lenders may agree). The Credit Bid shall be allocated on a pro rata basis among all Senior
Lenders. Upon consummation of the Sale: (i) the Prepetition Secured Obligations, to the extent
of the Credit Bid, shall be deemed satisfied and discharged; (ii) amounts funded under the DIP
Facility shall be assumed by the Purchaser and the DIP Facility amended and restated as a
postpetition first lien revolving credit facility and the DIP Lenders shall receive their pro rata
share of 70% of the equity of NewCo; and (iii) the Existing Lenders’ claims under the
Prepetition Facilities shall be cancelled to the extent of the Credit Bid, and the Existing Lenders
shall receive their pro rata share of (a) 100% of the second lien indebtedness of NewCo (in the
amount of $25 million) and (b) 30% of the equity of NewCo.]
9. To the greatest extent available under applicable law, the Purchaser shall be
authorized, as of the Closing Date, to operate under any license, permit, registration and
governmental authorization or approval of the Sellers with respect to the Assets, and all such
licenses, permits, registrations and governmental authorizations and approvals are deemed to
have been, and hereby are, authorized to be transferred to the Purchaser as of the Closing Date.
Pursuant to section 525 of the Bankruptcy Code, no governmental unit may revoke or suspend
any permit or license relating to the operation of the Assets sold, transferred or conveyed to the
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Purchaser on account of the filing or pendency of the Chapter 11 Cases or the consummation of
the Sale transaction contemplated by the Stalking Horse Agreement.
10. Pursuant to section 363(f) of the Bankruptcy Code, the Sale of the Assets shall be
free and clear of all liens, claims and interests and all liabilities of the Sellers whether known or
unknown, other than Permitted Encumbrances, including, but not limited to, liens, claims and
interests asserted by any of the Sellers’ creditors, vendors, suppliers, employees, executory
contract counterparties, governmental units or lessors. The Purchaser shall not be liable in any
way (as successor entity or otherwise) for any claims that any of the foregoing parties or any
other third party may have against the Sellers, other than the Assumed Liabilities and Permitted
Encumbrances. Any and all valid and enforceable liens, claims and interests on, against or in the
Assets, other than Permitted Encumbrances, shall be transferred, affixed and attached to any net
proceeds of the Sale with the same validity, priority, force and effect such liens, claims and
interests had on the Assets immediately prior to the Sale and subject to the rights, claims,
defenses and objections, if any, of the Sellers and all interested parties with respect to any such
asserted liens, claims and interests. The Sale of the Assets to the Purchaser shall vest the
Purchaser with all the right, title and interest of the Sellers to the Assets free and clear of liens,
claims and interests, other than Permitted Encumbrances.
11. The Purchaser has not assumed or otherwise become obligated for any of the
Sellers’ liabilities (other than the Assumed Liabilities), and the Purchaser has not purchased any
of the “Excluded Assets” as defined in section 2.1(b) of the Stalking Horse Agreement. Upon
the Closing Date, the Sellers and the Sellers’ estates shall be relieved from any liability for the
Assumed Liabilities and Permitted Encumbrances.
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12. Except for the Assumed Liabilities and Permitted Encumbrances, pursuant to
sections 105(a), 363, and 365 of the Bankruptcy Code, all persons and entities, including,
without limitation, the Sellers, the Sellers’ affiliates, all debt security holders, equity security
holders, the Sellers’ employees or former employees, governmental, tax, and regulatory
authorities, lenders, parties to, beneficiaries under, sponsors of or contributors to any benefit
plan, trade and other creditors asserting or holding any liens, claims and interests, in or with
respect to the Sellers or the Assets (whether legal or equitable, secured or unsecured, matured or
unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in
connection with, or in any way relating to the Sellers, the Assets, the operation of the Sellers’
businesses prior to the Closing Date under the Stalking Horse Agreement or the transfer of the
Assets to the Purchaser, shall be forever barred, estopped and permanently enjoined from
asserting, prosecuting or otherwise pursuing such liens, claims and interests against the
Purchaser or any affiliate, successor or assign thereof and each of their respective current and
former members, officers, directors, managed funds, investment advisors, financial advisors,
attorneys, employees, partners, affiliates and representatives (each of the foregoing in its
individual capacity), or the Assets, including claims under section 365(n) of the Bankruptcy
Code against the Purchaser with respect to the Assets.
13. Except for the Assumed Liabilities, the Purchaser shall not acquire or assume, and
shall have no liability or obligation for any liabilities of the Sellers, as a successor in interest,
successor-in-title or otherwise, including, without limitation any liability for any remedies sought
under the National Labor Relations Act (“NLRA”), by the National Labor Relations Board, or by
any Person (as defined in the Stalking Horse Agreement) under the WARN Act or similar state
statute or ERISA or any liability with respect to COBRA Coverage for employees or consultants
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of the Sellers terminated prior to or as part of the consummation of the transactions set forth in
the Stalking Horse Agreement with regard to any conduct by the Sellers occurring prior to the
Closing Date or any other liability to, arising out of or related to the Excluded Assets, in each
case whether arising prior to or after the Closing Date.
14. If any Person that has filed any financing statement, mortgage, mechanic’s lien,
lis pendens or other document or instrument evidencing liens with respect to any of the Assets
shall have failed to deliver to the Sellers and the Purchaser prior to the Closing of the Sale, in
proper form for filing and executed by the appropriate entity or entities, termination statements,
instruments of satisfaction and releases of all liens, claims and interests which such Person has
with respect to the Assets, then (i) the Sellers are authorized to execute and file such statements,
instruments, releases and other documents on behalf of such Person, and (ii) the Purchaser is
authorized to file, register or otherwise record a certified copy of this Sale Order, which, once
filed, registered or otherwise recorded, shall constitute conclusive evidence of the release of all
liens, claims and interests in the Assets as of the Closing Dates, in each case, other than
Permitted Encumbrances.
15. This Sale Order (a) is and shall be effective as a determination that, upon Closing,
other than the Assumed Liabilities and Permitted Encumbrances, claims and interests existing as
to the Assets conveyed to the Purchaser have been and hereby are adjudged and declared to be
unconditionally released, discharged and terminated, and (b) is and shall be binding upon and
govern the acts of all entities, including, all filing agents, filing officers, title agents, title
companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative
agencies or units, governmental departments or units, secretaries of state, federal, state and local
officials and all other Persons who may be required by operation of law, the duties of their office
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or contract, to accept, file, register or otherwise record or release any documents or instruments,
or who may be required to report or insure any title or state of title in or to any of the Assets
conveyed to the Purchaser.
16. The provisions of this Sale Order authorizing the sale of the Assets free and clear
of liens, claims and interests, other than Permitted Encumbrances, shall be self-executing, and
neither the Sellers nor the Purchaser shall be required to execute or file releases, termination
statements, assignments, consents or other instruments to effectuate, consummate and implement
the provisions of this Sale Order. However, the Sellers and the Purchaser, and each of their
respective officers, employees and agents, are authorized and empowered to take all actions and
execute and deliver any and all documents and instruments that either the Sellers or the
Purchaser deem necessary or appropriate to implement and effectuate the terms of the Stalking
Horse Agreement and this Sale Order.
17. Each and every federal, state and local governmental agency or department is
hereby directed to accept any and all documents and instruments necessary and appropriate to
consummate the transactions contemplated by the Stalking Horse Agreement and this Sale
Order.
18. Other than with respect to the Assumed Liabilities, after the Closing Date, no
Person, including, without limitation, any federal, state or local taxing authority, may (a) attach
or perfect liens or a security interest against any of the Assets on account of, or (b) collect or
attempt to collect from the Purchaser or any of its affiliates, any tax (or other amount alleged to
be owing by the Sellers) (i) for any period commencing before and concluding prior to or on the
Closing Date or (ii) assessed prior to and payable after the Closing Date.
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19. This Sale Order shall be binding upon and govern the acts of all entities,
including, without limitation, all filing agents, filing officers, title agents, title companies,
recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies,
governmental departments, secretaries of state, federal, state and local officials and all other
persons or entities who may be required by operation of law, the duties of their office or contract
to accept, file, register or otherwise record or release any documents or instruments, or who may
be required to report to or insure title or state of title in or to any of the Assets.
20. Other than as to the Assumed Liabilities, pursuant to sections 105(a) and 363(b)
of the Bankruptcy Code, all “persons” (as that term is defined in section 101(41) of the
Bankruptcy Code) are hereby enjoined from taking any action against the Purchaser, the
Purchaser’s affiliates (as they existed immediately prior to the Closing) or the Assets to recover
any claim which such “person” has solely against the Sellers or the Sellers’ affiliates (as they
exist immediately following the Closing).
21. The transactions contemplated under the Stalking Horse Agreement and the Sale
Documents do not amount to a consolidation, merger or de facto merger of the Purchaser and the
Sellers and/or the Sellers’ estates, there is not substantial continuity between the Purchaser and
the Sellers, there is no continuity of enterprise between the Sellers and the Purchaser, the
Purchaser is not a mere continuation of the Sellers or the Sellers’ estates and the Purchaser does
not constitute a successor to the Sellers or their estates. Other than the Assumed Liabilities and
Permitted Encumbrances, the Purchaser shall not assume, nor be deemed to assume or in any
way be responsible for any liability or obligation of any of the Sellers and/or their estates
including, but not limited to, any bulk sales law, successor or transferee liability, liability or
responsibility for any claim against the Sellers or against any insider of the Sellers or similar
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liability. The Sale Motion and notice thereof contains sufficient notice of such limitation in
accordance with Local Rule 6004-1. Other than with respect to the Assumed Liabilities, neither
the purchase of the Assets by the Purchaser, nor the fact that the Purchaser or its affiliates are
using any Assets previously used by the Seller, will cause the Purchaser or any of its affiliates to
be deemed a successor in any respect to the Sellers’ business with respect to (i) any foreign,
federal, state or local revenue, pension, ERISA, tax, labor, employment, antitrust, environmental,
or other law, rule or regulation (including without limitation filing requirements under any such
laws, rules or regulations); (ii) under any products liability law or doctrine with respect to the
Sellers’ liability under such law, rule or regulation or doctrine, or under any product warranty
liability law or doctrine with respect to the Sellers’ liability under such law, rule or regulation or
doctrine; (iii) any employment or labor agreements, consulting agreements, severance
arrangements, change-in-control agreements or other similar agreement to which the Sellers are a
party; (iv) any pension, welfare, compensation or other employee benefit plans, agreements,
practices and programs, including, without limitation, any pension plan maintained, sponsored or
contributed to by the Sellers (including, without limitation, contributions or payments on account
of any under-funding with respect to any pension plans); (v) the cessation of the Sellers’
operations, dismissal of employees or termination of employment or labor agreements or
pension, welfare, compensation or other employee benefit plans, agreements, practices and
programs; or (vi) the other Excluded Liabilities.
22. All Persons who are presently, or at the Closing of the Sale will be, in possession
of any of the Assets conveyed to the Purchaser hereunder are hereby directed to surrender
possession of such Assets to the Purchaser at the Closing.
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23. Any landlord under any nonresidential lease of real property in the possession or
occupancy of the Sellers as of the Closing Date shall not interfere with the Purchaser’s right to
take possession of any Assets at any leased premises whether or not the term of such premises
has expired prior to the Closing Date.
24. From and after the date of the entry of this Sale Order, the Sellers or any creditor
or other party in interest shall not take or cause to be taken any action that would interfere with
the transfer of the Assets to the Purchaser in accordance with the terms of this Sale Order.
25. Pursuant to section 365 of the Bankruptcy Code, the Sellers are authorized and
directed to assume and assign the Assigned Contracts to the Purchaser upon written direction
from the Purchaser as set forth herein and in Article II of the Stalking Horse Agreement and to
execute and deliver to Purchaser such documents or other instruments as the Purchaser deems
necessary to assign and transfer the Assigned Contracts
26. Upon assumption and assignment, the Purchaser and the Sellers shall make
provision for the payment of the Cure Costs provided in the Schedule of Contracts, unless
otherwise provided in this Sale Order. Except as set forth herein, payment of the Cure Costs by
the Purchaser shall be deemed the satisfaction of the entire cure obligation of the Sellers due and
owing under section 365 of the Bankruptcy Code. Any non-debtor party to an Assigned Contract
is barred, enjoined and prohibited from asserting any claim against the Sellers or their property
or estates other than the Cure Costs with respect to such Assigned Contract or from offsetting,
seeking to offset, recoup, deduct or set-off any claims such party may have against the Cure
Costs from any amounts that may be or may become due in the future to the Purchaser under
such Assigned Contract. With respect to Cure Costs, the Purchaser shall pay the Cure Costs as
provided in the Stalking Horse Agreement. The amounts set forth on Schedule 2.1(c)(ii) of the
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Seller’s Disclosure Letter reflect the maximum amounts necessary under section 365(b) of the
Bankruptcy Code to cure all monetary defaults under the Assigned Contracts.
27. The failure of the Sellers or the Purchaser to enforce at any time one or more
terms or conditions of any Assigned Contract shall not be a waiver of such terms or conditions,
or of the Sellers’ or the Purchaser’s right to enforce every term and condition, of the Assigned
Contracts.
28. The Purchaser has demonstrated adequate assurance of future performance with
respect to all Assigned Contracts. The proposed assumption and assignment of the Assigned
Contracts satisfies the requirements of the Bankruptcy Code including, inter alia, sections
365(b)(1) and (3) and 365(f) of the Bankruptcy Code to the extent applicable.
29. All parties to the Assigned Contracts are forever barred and enjoined from raising
or asserting against the Purchaser, the Purchaser’s affiliates, the Assets, or the Sellers any
assignment fee, default or breach under, or any claim or pecuniary loss or condition to
assignment, arising under or related to, the Assigned Contracts existing as of the Closing Date or
arising by reason of the Closing.
30. The Assigned Contracts, upon assignment to the Purchaser, shall be deemed valid
and binding, in full force and effect in accordance with their terms, subject to the provisions of
this Sale Order and, pursuant to section 365(k) of the Bankruptcy Code, the Sellers shall be
relieved from any further liability thereunder.
31. Any provision in any Assigned Contract that purports to declare a breach, default
or payment right as a result of an assignment or a change of control in respect of the Sellers is
unenforceable and is hereby nullified with respect to the sale and assignments authorized by this
Sale Order, and all Assigned Contracts shall remain in full force and effect, subject only to
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payment of the appropriate Cure Costs, if any. No sections or provisions of any Assigned
Contract that purport to provide for additional payments, penalties, charges or other financial
accommodations in favor of the non-debtor third party to the Assigned Contracts or restrict use
of the premises which are demised by an Assigned Contract to a specific named tenant or
business shall have any force and effect with respect to the sale and assignments authorized by
this Sale Order, and such provisions constitute unenforceable anti-assignment provisions under
section 365(f) of the Bankruptcy Code and/or are otherwise unenforceable under section 365(e)
of the Bankruptcy Code.
32. Any party having the right to consent to the assumption and assignment of an
Assigned Contract that failed to object to such assumption and assignment is deemed to have
consented to such assumption and assignment as required by section 365(c) of the Bankruptcy
Code. The Purchaser shall enjoy all of the rights and benefits under each such Assigned
Contract as of the applicable date of assumption and assignment without the necessity of
obtaining such non-debtor party’s written consent to the assumption or assignment thereof.
33. Upon assignment, the Purchaser, and its successors and assigns, shall have the
express right to exercise any and all unexercised extension options, renewal options and/or non-
disturbance rights or protections, notwithstanding any language in the Assigned Contracts
making the exercise of such rights personal to any party or limiting the exercise of such rights
only to an assignee who is an affiliate of the original named party under such Assigned Contract
or an entity that acquires all or substantially all of the assets of the original named party to such
Assigned Contract. Upon assignment, the Purchaser shall exercise said rights consistent with the
terms of any such Assigned Contract.
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34. The Purchaser is a good faith purchaser entitled to the benefits and protections
afforded by section 363(m) of the Bankruptcy Code (including with respect to the transfer of the
Assigned Contracts assigned as part of the Sale of the Assets pursuant to section 365 of the
Bankruptcy Code and this Sale Order); accordingly, the reversal, modification on appeal or
vacatur by subsequent order of the Court of the authorization provided herein to consummate the
Sale of the Assets shall not affect the validity of the Sale of the Assets to the Purchaser
(including with respect to the transfer of the Assigned Contracts assigned as part of the Sale of
the Assets pursuant to section 365 of the Bankruptcy Code and this Sale Order).
35. The consideration provided by the Purchaser for the Assets under the Stalking
Horse Agreement is fair and reasonable and shall be deemed for all purposes to constitute a
transfer for reasonably equivalent value and fair consideration under the Bankruptcy Code and
any other applicable law, and the Sale may not be avoided under section 363(n) of the
Bankruptcy Code.
36. With respect to the transactions consummated pursuant to this Sale Order, this
Sale Order shall be sufficient evidence of the transfer of title to the Purchaser, and the Sale
consummated pursuant to this Sale Order shall be binding upon and shall govern the acts of all
persons and entities who may be required by operation of law, the duties of their office or
contract, to accept, file, register or otherwise record or release any documents or instruments, or
who may be required to report or insure any title or state of title in or to any of the property sold
pursuant to this Sale Order, including, without limitation, all foreign affiliates and foreign
receivers, filing agents, filing officers, title agents, title companies, recorders of mortgages,
recorders of deeds, administrative agencies, governmental departments, secretaries of state and
federal, state and local officials, and each of such persons and entities is hereby directed to
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accept this Sale Order as sole and sufficient evidence of such transfer of title and shall rely upon
this Sale Order in consummating the transactions contemplated hereby.
37. This Court shall retain exclusive jurisdiction to interpret and enforce the
provisions of the [Stalking Horse Agreement] and the other Sale Documents, the Bidding
Procedures Order and this Sale Order in all respects and further to hear and determine any and all
disputes between the Sellers and/or the Purchaser, as the case may be, and any non-debtors party
to, among other things, any Assigned Contracts; provided, however, that in the event the Court
abstains from exercising or declines to exercise such jurisdiction or is without jurisdiction with
respect to the [Stalking Horse Agreement] and the other Sale Documents, the Bidding
Procedures Order and this Sale Order, such abstention, refusal or lack of jurisdiction shall have
no effect upon, and shall not control, prohibit or limit the exercise of jurisdiction of any other
court having competent jurisdiction with respect to any such matter.
38. The [Stalking Horse Agreement] and the other Sale Documents or other related
instruments may be modified, amended or supplemented by the parties thereto, in a writing
signed by such parties, in accordance with the terms thereof without further order of the Court;
provided that any such modification, amendment or supplement does not have a material adverse
effect on the Sellers’ estates.
39. [From and after the date hereof, each Seller, the Purchaser, the Prepetition Agent
and the DIP Lenders shall act in accordance with the terms of the Stalking Horse Agreement and
each Seller and the Purchaser, to the extent it already has not done so, shall execute any Sale
Document at or prior to Closing.]
40. [The failure specifically to include any particular provisions of the Stalking Horse
Agreement, the other Sale Documents or any related agreements in this Sale Order shall not
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diminish or impair the effectiveness of such provision, it being the intent of the Court, the Sellers
and the Purchaser that the Stalking Horse Agreement, the other Sale Documents and any related
agreements are authorized and approved in their entirety with such amendments thereto as may
be made by the parties in accordance with the Sale Order prior to Closing.]
41. To the extent of any inconsistency between the provisions of this Sale Order and
the [Stalking Horse Agreement], or any documents executed in connection therewith, the
provisions contained in this Sale Order shall govern and control.
42. The provisions of this Sale Order are non-severable and mutually dependent.
43. This Sale Order shall inure to the benefit of the Purchaser, the Sellers, the
Prepetition Agent and the DIP Lenders, and their respective successors and assigns, including,
but not limited to, any chapter 11 or chapter 7 trustee that may be appointed in the Sellers’ cases,
and shall be binding upon the Senior Lenders, any trustee, party, entity or fiduciary that may be
appointed in connection with these Chapter 11 Cases or any other or further case involving the
Sellers, whether under chapter 7 or chapter 11 of the Bankruptcy Code.
44. Nothing in any order of this Court or contained in any plan of reorganization or
liquidation confirmed in these Chapter 11 Cases, or in any subsequent or converted cases of the
Sellers under chapter 7 or chapter 11 of the Bankruptcy Code, shall conflict with or derogate
from [the provisions of the Stalking Horse Agreement or] the terms of this Sale Order. The
provisions of this Sale Order and any actions taken pursuant hereto shall survive the entry of any
order which may be entered confirming any chapter 11 plan of the Sellers, converting the
Sellers’ cases from chapter 11 to cases under chapter 7 of the Bankruptcy Code or dismissing the
Sellers’ Chapter 11 Cases.
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45. All time periods set forth in this Sale Order shall be calculated in accordance with
46. This Sale Order shall be effective and enforceable immediately upon entry and its
provisions shall be self-executing, and the stay of (i) orders authorizing the sale, use or lease of
property of the estate, as set forth in Bankruptcy Rule 6004(h); (ii) orders authorizing the
assignment of an executory contract or unexpired lease, as set forth in Bankruptcy Rule 6006(d);
and (iii) proceedings to enforce a judgment, as set forth in Bankruptcy Rule 7062, or otherwise
shall not apply to this Sale Order.
47. The Sellers are authorized to close the Sale immediately upon entry of this Sale
Order in accordance with the Stalking Horse Agreement and the other Sale Documents.

/s/ _______
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804

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Exhibit G-1
Purchaser and Lenders Release Parties
Agent
Supporting Lenders party to the Lock-Up Agreement (as defined in the DIP Credit Agreement)
Garrison Loan Agency Services LLC, as agent under the DIP Credit Agreement
The Lenders party to the DIP Credit Agreement
8565755.15
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Exhibit G-2
Sellers Release Parties
Church Street Health Management, LLC, a Delaware limited liability company

Small Smiles Holding Company, LLC, a Delaware limited liability company
FORBA NY, LLC, a New York limited liability company
FORBA Services, Inc., a Delaware corporation
EEHC, Inc., a Delaware corporation
the existing and certain former members of the boards of directors (or comparable governing
body) of the foregoing
Arcapita Inc.
SS Holding Company, Inc.
American Capital Ltd.
Carlyle Mezzanine Partners, L.P.
8565755.15
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Exhibit G-3
Forms of Mutual Release
Attached.
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RELEASE
Dated [_____], 2012
Release (this “Release”) by and among Church Street Health Management, LLC,
a Delaware limited liability company ("Church Street"), Small Smiles Holding Company,
LLC, a Delaware limited liability company ("SSHC"), FORBA NY, LLC, a New York
limited liability company ("Forba NY"), FORBA Services, Inc., a Delaware corporation
("Forba Services"), EEHC, Inc., a Delaware corporation ("EEHC", and each of Church
Street, SSHC, Forba NY, Forba Services, and EEHC individually, a "Seller", and
"Purchaser").
WHEREAS, the Sellers and the Purchaser are parties to the Asset Sale Agreement
dated as of March 2, 2012 (the “Asset Sale Agreement”). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Asset Sale Agreement.
WHEREAS, as a condition to the Closing under the Asset Sale Agreement, the
Purchaser has agreed to enter into this Release.
NOW, THEREFORE, each of the Sellers and the Purchaser agrees as follows:
The Purchaser for itself and on behalf of its successors, heirs and permitted
assigns (collectively, “Releasing Parties”), hereby fully and unconditionally releases each
Seller and each such Seller’s respective past and present Affiliates, parent corporations,
direct or indirect equity holders, Subsidiaries, officers, managing members, managers,
directors, employees, attorneys, advisors, representatives and agents, successors, heirs
and permitted assigns (collectively, “Released Parties”), from any and all manner of
actions, causes of action, suits, investigations or similar proceedings, debts, dues, sums of
money, accounts, reckonings, bonds, bill, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions,
claims, liabilities, torts, demands and other relief, whether in law or equity, foreseen or
unforeseen, fixed or contingent, matured or unmatured, accrued or unaccrued, whether
direct, indirect or derivative that, in each case, such Releasing Parties had or may have
had against any Released Parties as of the Closing, arising out of, concerning, or in any
way relating, directly or indirectly, to or accruing from the Sellers or the Business,
including, without limitation, any and all Causes of Action (collectively, “Released
Claims”); provided, however, the Released Claims shall not include any covenants or
agreements in the Asset Sale Agreement that by their terms are to be satisfied after the
Closing, which covenants shall survive the Closing to the extent provided in the Asset
Sale Agreement; provided, further, that no Released Party shall be released from any
Released Claim to the extent such Released Claim is caused by or arises out of such
Released Party’s fraud or willful misconduct; provided, further, no Releasing Party shall
authorize, encourage, or solicit any Person or entity to commence or assert any Released
Claims released or purported to be released hereby; provided, further, that no Obligations
shall be included in the Released Claims. This Release is intended to be for the benefit
of, and enforceable by, each Released Party and his, her or its respective estate, heirs,
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representatives and successors, each of whom is intended to be third party beneficiary of
this Release.
This Release shall be governed exclusively by the Laws of the State of New York
without regard to the rules of conflict of laws applied therein or any other jurisdiction.
Each party hereto (i) consents and agrees that any claim or action by such party
seeking any relief whatsoever arising out of, or in connection with, this Release shall be
brought in the federal courts in the Southern District of New York (collectively, the
"Courts"), and shall not be brought in any other U.S. court or any court in any other
country, (ii) agrees to submit to the exclusive jurisdiction of the Courts, as applicable
pursuant to the preceding clause (i), for purposes of all legal proceedings arising out of,
or in connection with, this Release, (iii) waives and agrees not to assert any objection
that it may now or hereafter have to the laying of the venue of any such claim or action
brought in such a court or any claim that any such claim or action brought in such a court
has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by applicable law.
[Signature page follows.]
[Signature Page to ASA Release]

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PURCHASER:
CSHM LLC
By:________________________
Name:
Title:
ACKNOWLEDGED AND AGREED
SELLERS:
CHURCH STREET HEALTH MANAGEMENT, LLC
By:_______________________
Name:
Title:
SMALL SMILES HOLDING COMPANY, LLC,
By:_______________________
Name:
Title:
FORBA NY, LLC
By:_______________________
Name:
Title:
FORBA SERVICES, INC.
By:_______________________
Name:
Title:
EEHC, Inc.
By:________________________
Name:
Title:
[SIGNATURE PAGE TO RELEASE BY PURCHASER]

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RELEASE
Dated [_____], 2012
Street, SSHC, Forba NY, Forba Services, and EEHC individually, a "Company", and
collectively, the "Companies"), CIT Healthcare LLC, as agent under the Prepetition
Facilities (as defined below) (the “Prepetition Agent”), the Locked-up Lenders (as
defined below), Garrison Loan Agency Services LLC, as agent under the DIP Credit
Agreement (as defined below) (the “DIP Agent”), the DIP Lenders (as defined below),
the existing and former members of the Companies’ boards of directors (or comparable
governing body) as set forth on the signature pages hereto (the “Board Members”),
Arcapita Inc., SS Holding Company, Inc., American Capital Ltd., SSH Member, LLC,
MezzF LLC, Carlyle Mezzanine Partners, L.P. and such other lenders party to the
Prepetition Facilities that may join this Release by affixing their signature hereto (the
“Additional Prepetition Lenders”).
WHEREAS, the Companies, the lenders party thereto (the “DIP Lenders”) and
the DIP Agent, are parties to the Debtor-In-Possession Credit Agreement (the “DIP
Credit Agreement”) dated as of February 22, 2012.
WHEREAS, the Companies and certain of the lenders (the “Locked-up Lenders”
and together with the Additional Prepetition Lenders, the “Supporting Prepetition
Lenders”) under the Companies’ prepetition credit facilities (collectively, the “Prepetition
Facilities”) have entered into the Lock-Up and Plan Support Agreement dated as of
February 11, 2012 (as amended from time to time, the “Lock-Up Agreement”) pursuant
to which the parties thereto agreed in principal to the terms of a financial restructuring of
the Companies (the “Restructuring”) and Supporting Prepetition Lenders constituting
Required Lenders under the Prepetition Facilities have authorized and directed the
Prepetition Agent to take steps necessary to consummate the Restructuring, including the
execution of this Release.
WHEREAS, such Restructuring was consummated, in part, pursuant to the Asset

Sale Agreement dated as of March 2, 2012 (the “Asset Sale Agreement”) among the
Companies, as sellers and CSHM LLC, as purchaser.
WHEREAS, as a condition to the closing under the Asset Sale Agreement, each
of the parties hereto shall have entered into this Release.
NOW, THEREFORE, each of the Prepetition Agent, the Supporting Prepetition

Lenders, the DIP Agent, the DIP Lenders, the Companies, the Board Members, Arcapita
Inc., SS Holding Company, Inc., American Capital Ltd., SSH Member LLC, MezzF LLC
and Carlyle Mezzanine Partners, L.P., for themselves and on behalf of each of their
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respective successors, heirs and permitted assigns (the “Releasing Parties”) hereby fully
and unconditionally release each of the other Releasing Parties and each of its and their
respective past and present affiliates, parent corporations, direct or indirect equity
holders, subsidiaries, officers, managing members, managers, directors, employees,
attorneys, advisors, representatives and agents, successors, heirs and permitted assigns
(collectively, “Released Parties”) from any and all manner of actions, causes of action,
suits, investigations or similar proceedings, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims,
liabilities, torts, demands and other relief, whether in law or equity, foreseen or
direct, indirect or derivative that, in each case, such Released Parties had or may have had
as of the Closing (as defined in the Asset Sale Agreement), arising out of, concerning, or
in any way relating, directly or indirectly, to or accruing from the Companies or their
Business (collectively, “Released Claims”); provided, however, that (i) the Companies
are not hereby released by the DIP Agent, the DIP Lenders, the Prepetition Agent or the
Supporting Prepetition Lenders from any Obligations (as defined in (a) DIP Credit
Agreement or (b) the Asset Sale Agreement); (ii) none of the Board Members hereby
release any of the Companies, and the Companies are not hereby released, from any
indemnification or exculpation rights or claims that such Board Member has, had or may
have, whether prior to or as of the date hereof or that may arise in the future, under
applicable law or any of the Companies’ certificate of formation, limited liability
company agreement, certificate of incorporation, bylaws or other governing documents or
other applicable agreements or insurance policies; (iii) none of the Supporting Prepetition
Lenders or American Capital Ltd. (or any of its Affiliates) are hereby released from any
obligation to indemnify or reimburse the Prepetition Agent in accordance with the terms
of the Prepetition Facilities and any other agreement among the Prepetition Lenders and
the Prepetition Agent; (iv) none of the DIP Lenders are hereby released from any
obligation to indemnify or reimburse the DIP Agent in accordance with the terms of the
DIP Credit Agreement; (v) none of the Supporting Prepetition Lenders or American
Capital Ltd. (or any of its Affiliates) are hereby released from any obligation to any other
Supporting Prepetition Lender or American Capital Ltd. (or any of its Affiliates) arising
under the Prepetition Facilities including, without limitation, any rights of
indemnification, contribution, or sharing; (vi) none of the DIP Lenders are hereby
released from any obligation to any other DIP Lender arising under the DIP Credit
Agreement including, without limitation, any rights of indemnification, contribution, or
sharing; (vii) no Released Party shall be released from any Released Claim to the extent
such Released Claim is caused by or arises out of such Released Party’s fraud or willful
misconduct; (viii) no Released Party shall authorize, encourage, or solicit any person or
entity to commence or assert any Released Claims released or purported to be released
hereby; (ix) each Board Member who is an employee of any of the Companies as of the
Petition Date (as defined in the Asset Sale Agreement) does not hereby release any of the
Companies, and the Companies are not hereby released, from any claims for salary,
wages, bonuses, benefits, paid-time-off or expense reimbursement, payable or owing to
such Board Member, nor any employment agreement or other employment-related
agreement between such Board Member and any of the Companies; (x) the Companies
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are not hereby released by American Capital, Ltd., from any Obligations (as defined in
the Asset Sale Agreement); and (xi) the Companies are not hereby released from any
obligations arising under the Amended and Restated Subordinate Debt Note Purchase
Agreement, dated as of February 1, 2010, by and among SSH Funding Corp., American
Capital, Ltd. and Caryle Mezzanine Partners, L.P. (the “Mezzanine Loan Facility”), the
Subordinated SSH Commodities Purchase Agreement, the Note Documents, the
Subordinated Opco Commodities Purchase Documents (each as defined in the
Mezzanine Loan Facility) or any document, instrument or agreement entered into in
connection therewith. This Release is intended to be for the benefit of, and enforceable
by, each Released Party and his, her or its respective estate, heirs, representatives and
successors, each of whom is intended to be third party beneficiary of this Release.
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COMPANIES:
CHURCH STREET HEALTH MANAGEMENT,

LLC
By:_______________________
Name:
Title:
By:_______________________
Name:
Title:
FORBA NY, LLC
By:_______________________
Name:
Title:
By:_______________________
Name:
Title:
EEHC, Inc.
By:________________________
Name:
Title:
[SIGNATURE PAGE TO RELEASE]

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PREPETITION AGENT:
CIT HEALTHCARE LLC
By:________________________
Name:
Title:
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SUPPORTING PRE-PETITION LENDERS:
[LENDER]
By:________________________
Name:
Title:
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DIP AGENT:
GARRISON LOAN AGENCY SERVICES LLC
By:________________________
Name:
Title:
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DIP LENDERS:
GOF CLASS A AND B LLC
By:________________________
Name:
Title:
GOF CLASS C LLC
By:________________________
Name:
Title:
OFS FUNDING I, LLC
By:________________________
Name:
Title:
THE GOVERNOR & COMPANY OF THE BANK

OF IRELAND
By:________________________
Name:
Title:
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BOARD MEMBERS:
[______________]
By:________________________
Name:
Title:
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ARCAPITA INC.
By:________________________
Name:
Title:
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SS Holding Company, Inc.
By:________________________
Name:
Title:
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American Capital Ltd.
By:________________________
Name:
Title:
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SSH Member LLC
By:________________________
Name:
Title:
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Carlyle Mezzanine Partners, L.P.
By:________________________
Name:
Title:
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MezzF LLC
By:________________________
Name:
Title:
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RELEASE
Dated [_____], 2012
Street, SSHC, Forba NY, Forba Services, and EEHC individually, a "Seller", and
"Purchaser").
WHEREAS, the Sellers and the Purchaser are parties to the Asset Sale Agreement
dated as of March 2, 2012 (the “Asset Sale Agreement”). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Asset Sale Agreement.
WHEREAS, as a condition to the Closing under the Asset Sale Agreement, each
of the Sellers has agreed to enter into this Release.
NOW, THEREFORE, each of the Sellers, for itself and on behalf of each of its
successors, heirs and permitted assigns (collectively, “Releasing Parties”), hereby fully
and unconditionally releases the Purchaser, and its respective past and present Affiliates,
parent corporations, equity holders, Subsidiaries, officers, managing members, managers,
directors, employees, attorneys, representatives and agents, successors, heirs and
permitted assigns (collectively, “Released Parties”), from any and all manner of actions,
causes of action, suits, investigations or similar proceedings, debts, dues, sums of money,
accounts, reckonings, bonds, bill, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions,
claims, liabilities, torts, demands and other relief, whether in law or equity, foreseen or
direct, indirect or derivative that, in each case, such Releasing Parties had or may have
had against any Released Parties as of the Closing, arising out of, concerning, or in any
way relating, directly or indirectly, to or accruing from the Sellers or the Business
(collectively, “Released Claims”); provided, however, the Released Claims shall not
include any covenants or agreements in the Asset Sale Agreement that by their terms are
to be satisfied after the Closing, which covenants shall survive the Closing to the extent
provided in the Asset Sale Agreement; provided, further, that no Released Party shall be
released from any Released Claim to the extent such Released Claim is caused by or
arises out of such Released Party’s fraud or willful misconduct; provided, further, no
Releasing Party shall authorize, encourage, or solicit any Person or entity to commence
or assert any Released Claims released or purported to be released hereby; provided,
further, that no Obligations shall be included in the Released Claims. This Release is
intended to be for the benefit of, and enforceable by, each Released Party and his, her or
its respective estate, heirs, representatives and successors, each of whom is intended to be
third party beneficiary of this Release.
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SELLERS:
CHURCH STREET HEALTH MANAGEMENT,

LLC
By:_______________________
Name:
Title:
By:_______________________
Name:
Title:
FORBA NY, LLC
By:_______________________
Name:
Title:
By:_______________________
Name:
Title:
EEHC, Inc.
By:________________________
Name:
Title:
ACKOWLEDGED AND AGREED
PURCHASER:
CSHM LLC
By:________________________
Name:
Title:
[SIGNATURE PAGE TO RELEASE BY SELLERS]

Case
Case 3:12-bk-01573
3:12-bk-01573 Doc
Doc 106-8
106-6 Filed
Filed 03/02/12
03/02/12 Entered
Entered 03/02/12
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Page 261 of 261

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE MIDDLE DISTRICT OF TENNESSEE

DEBTORS’ EXPEDITED MOTION FOR ENTRY OF AN ORDER: (A) AUTHORIZING

NEED FOR EXPEDITED RELIEF

A. Expedited consideration of this Motion and an expedited hearing on this Motion is

therefore, crucial to the success of the Debtors’ Chapter 11 efforts.

who has requested notice pursuant to Bankruptcy Rule 2002(i).

March 13, 2012 at 1:00 p.m. Central Standard Time.

4. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

6004-1, 9014-1 and 9075-1.

and procedural consolidation of these Chapter 11 Cases.

II. The Debtors’ Operations

8. The Debtor, Small Smiles Holding Company, LLC (“SSHC”), formed in

Delaware in September 2006, is the parent of a group of companies headquartered in Nashville,

affiliates, the “Company” or, as noted above, the “Debtors” or “Sellers”).

approximately 72 full-time, 2 part-time, and 2 “as needed” employees (collectively, the

“Employees”). There are no unions representing the Employees.

liabilities on a consolidated, unaudited basis of approximately $84,900,000 and approximately

contractual revenues of approximately $138,600,000 ($28,200,000 collectible) and incurred a

positive change in net assets of approximately $101,000,000 (of which $110,400,000 is

III. The Debtors’ Pre-Petition Secured Debt

to an SPV, there is a corresponding, matching Shari’ah-compliant facility provided by such SPV

used to describe the obligations associated with such facilities.

(as defined in the First Day Affidavit).

IV. Events and Circumstances Leading to the Chapter 11 Filing

in senior secured debt and $76,005,000 million in subordinated or mezzanine indebtedness.

provided to patients at the Dental Centers.

and certain Dental Centers.

believes, has also had an impact on its revenues.

appointed Martin McGahan as Chief Restructuring Officer.

V. Decision to Pursue the Sale and the Debtors’ Marketing Efforts

would attend any out-of court restructuring of the Debtors.

of proceedings under chapter 11 because of the certainty provided by a bankruptcy filing.

ahead of the Prepetition Secured Obligations.

orderly but relatively quick shut down of all operations.

VI. The Chapter 11 Filing

certain Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) dated as of

1:00 p.m. Central Standard Time on Tuesday, March 13, 2012.

VII. The Stalking Horse Agreement4

Agreement, the terms of the Stalking Horse Agreement shall control.

B. Break-Up Fee and Expense Reimbursement. In consideration for Stalking Horse

D. Assumption of Liabilities. The Stalking Horse Bidder has agreed to assume,

and Bankruptcy Rules.

DESCRIPTION OF THE PROPOSED BID AND SALE PROCEDURES

IX. The Proposed Bidding Procedures

a summary of the key provisions thereof:5

i. an executed confidentiality agreement in form and substance satisfactory

ii. a bona fide, non-binding letter of intent or expression of interest with

(B) Accompanied by a duly executed agreement attached to the letter,

(D) Agreeing that the Potential Bidder’s offer, irrespective of whether

(F) Agreeing not to request or assert entitlement to any transaction or

(G) Agreeing to serve as the Backstop Bidder in accordance with these

Each Qualified Bidder participating in the Auction will be required to confirm, in

At the Auction, participants will be permitted to increase their Qualified Bids.

X. The Proposed Assumption and Assignment Procedures

propose the following Assumption and Assignment Procedures:

C. Any objections (“Assignment Objections”) to the assumption and assignment of

D. Any counterparty failing to file an Assignment Objection by the Assignment