HCA

STRICTLY PRTVATE AND CONFIDENTIAL

April19,2077

Memorial Health, Inc.

4700 Waters Avenue
Savannah, GA 31403

Chatham County Hospital Authority

4700 Waters Avenue
Savannah, GA 31403

Re: Proposed Acquisition of the Assets of Memorial Universify Medical Center

Ladies and Gentlemen:

On behalf of HCA Management Services, L.P. and its affiliates (collectively, "HeA," "ye" or
"!!"), wc are pleased to submit this letter of intent (this "LIQI") to Memorial Health, Inc. ("Mgmqtal
Health") and Chatham County Hospital Authority (the "Authority" and, collectively with Memorial Health,
"Sellers") to acquire from Sellers substantially all of the assets (collectively, the "AggelLS") which are
associated with, or used in the operation of, the Memorial University Medical Center and its affiliated
facilities in and around the Savannah, Georgia area (the "Sy$ern"), as further described in this LOI (the
"Plqpolgd-Tpn5gglien"). We have been pleased to participate in the process to date and to work with
Hammond Hanlon Camp LLC ("H2C) and Ponder & Co. ("PSndgI") in their capacity as financial advisors
to Memorial Health. Reference is made to the Indication of Interest dated December 23,2016 previously
submitted by us to Memorial Health.

We believe that the System is an important community asset that would be central to a hub and
spoke model of healthcare delivery for HCA and other community hospitals throughout Georgia and South
Carolina. We are prepared to proceed with a customary and confirmatory due diligence review and
simultaneous negotiation of definitive agreements with a view toward expeditiously completing a
transaction that would ensure the continued delivery ofhigh quality and efficient healthcare services to the
communities that the System serves. HCA, the Authority, and Memorial Health are sometimes referred to
herein, individually, as a "!49[" and, collectively, as the "Egrtje!".

1. Transaction Structure.

(a) Type of Transaction. Subject to HCA's confirmatory due diligence and pursuant to
definitive agreements, the initial drafts of which would be prepared by HCA (collectively, the "Defin{lve
Agreement"), HCA expects to structure the Proposed Transaction as an acquisition of the Assets by a
wholly-owned subsidiary of HCA (the "HCA Acquiring Entity").

(b) Consideration. Based on the updated information provided on February 13, 2017 in
Memorial Health's "Project Coastline - Recent Financial Results and Outlook" presentation, HCA intends
to pay $430,000,000 to Sellers as full consideration for the Assets, (i) plus (or minus) the amount by which
Net Working Capital (as defined below) as of the closing of the Proposed Transaction (the "el_Q5itg") is
greater than (or less than) a target amount to be mutually agreed to in the Definitive Agreement, (ii) less
the amount of any long-term debt or capitalized leases of Sellers assumed or refinanced by HCA Acquiring
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
Page2

Entity, and (iii) less the value of Memorial Health's liability as of the Closing for Memorial Health
employee paid time off hours assumed by HCA Acquiring Entity, to the extent such liability is not included
in the calculation of Net Working Capital, (the "eo!$dglati94"). "NellMqrking-Q4pilAl" would mean an
amount (which may be expressed as a positive or negative number) equal to the difference between those
current assets of Memorial Health to be purchased by HCA Acquiring Entity as of the Closing and those
curent liabilities of Memorial Health to be assumed by HCA Acquiring Entity as of the Closing (expressed
as a positive number if such current assets exceed such current liabilities or a negative number if such
current liabilities exceed such current assets). The Consideration would be further subject to adjustment
pursuant to HCA's due diligence review of the System and the Assets.

(c) Consideration Assumptions. The Consideration assumes (i) a debt free, cash free balance
sheet for the Systern as of the Closing, (ii) a normalized level of working capital as of the Closing to operate
the System, and (iii) that good and marketable title to the Assets would be conveyed to the HCA Acquiring
Entity at the Closing, free and clear of any and all liens, liabilities, mortgages, security interests or other
encumbrances. The Definitive Agreement would provide that proceeds shall be delivered to the Authority
and promptly deposited in an irrevocable statutory trust pursuant to O.C.G.A. $ 31-7-75.1(a) that shall be
established by and controlled by the Authority (e.g. appointment of trustees).

(d) Capital Expenditure Commitment. HCA would fund, during the first 10 years after
Closing, (i) an aggregate of $100,000,000 for non-routine capital expenditures (the "Growth Capital
Expenditures") and (ii) an aggregate of $180,000,000 for routine capital expenditures (the "Routing-eeptd
Expenditures" and, together with the Growth Capital Expenditures, the "Qs!q!q419d CApllal
Expenditures"), all of which would be expended in the primary and secondary service areas of Memorial
University Medical Center. Capital expenditures would be as defined by generally accepted accounting
principles, and the Parties would more specifically define "routine" and "non-routine" capital expenditures
in the Definitive Agreements.

HCA looks forward to the opportunity to learn more and engage with Memorial Health's leadership
to understand the opportunities and feasibility of Mernorial Health's currently projected non-routine capital
expenditure projects, including those set forth on Exhibit A (those listed on Exhibit A being referred to as
the "Proposed Growth Cry "). Subject to HCA's due diligence and evaluation, we would expect
the Growth Capital Expenditures would include the Proposed GroMh Capital Projects, and HCA would
cause the Proposed Growth Capital Projects to be completed no later than the fifth anniversary of the
Closing. The Proposed Growh Capital Projects that HCA would agree to complete would be more
specifically set forth in the Definitive Agreements (the "Committed Growth Capi "). For the
projects to be completed using the remainder of the Growth Capital Expenditures not used for the
Committed Growth Capital Projects, HCA would solicit input from the Advisory Board on the need and
feasibility of such projects. Specifically, within l8 months following the Closing, HCA would provide the
Advisory Board with HCA's plan for development opportunities in the Pooler area.

In the event of an unavoidable delay caused by regulatory approvals or force majeure, the time
period for making the Committed Capital Expenditures would be extended as reasonably necessary to allow
HCA sufficient time to make the Committed Capital Expenditures. After such time, if HCA has not made
the required Committed Capital Expenditures, HCA would deposit the shortfall into an escrow account for
the purpose of funding the Committed Capital Expenditures until such escrow account is exhausted. Sellers
would be entitled to interest earned on the escrowed funds until the Committed Capital Expenditures are
fulfilled at the direction of HCA.
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
Page 3

HCA acknowledges that Memorial Health intends to begin construction on the Children's Hospital
prior to the Closing using certain funds donated to the Memorial Health Foundation for such purpose. If,
between the date hereof and the Closing, capital expenditures are made by Memorial Health as defined by
generally accepted accounting principles for the construction of the Children's Hospital (the aggregate
amount of such capital expenditures, the "Pre-Closing Capit "),
(a) the
Consideration would be increased by the Pre-Closing Capital Expenditures Amount and (b) the Growth
Capital Expenditures amount set forth in the Definitive Agreements would be reduced by the Pre-Closing
Capital Expenditures Amount. The Definitive Agreements would set forth the methodology for
determining the Pre-Closing Capital Expenditures Arnount, including resolution of any disputes between
the Parties by an independent accounting firm.

2. Financing. HCA would fund the Proposed Transaction with available cash on hand or,
alternatively, Lrnder existing lines of credit. Accordingly, we would not require a financing condition in the
Definitive Agreement.

3. Branding. HCA would agree to use the existing name/names of the Memorial University Medical
Center and any of its affiliates and programs relating to the System (as an example, the Curtis and Elizabeth
Anderson Cancer Institute) in connection with the Hospital unless such name is required to be changed to
comply with applicable law. In addition, to the extent that, prior to the Closing, Memorial Health expends
at least $5 million of the funds donated to the Memorial Health Foundation by or on behalf of Dwaine and
Cynthia Willet on the design and construction of the Children's Hospital, HCA would agree that the name
of the Children's Hospital would include the name "Dwaine and Cynthia Willet" unless and until such name
is required to be changed to comply with applicable law and subject to the consent of Dwaine and Cynthia
Willet or their authorized representatives.

4. Employees. Subject to the completion of our due diligence review of the System, including our
standard evaluation of clinical and adrninistrative sta{f, HCA expects to offer employment to all of the
employees of the System, other than senior management personnel, at no less than such employees' then
current wage or salary level, as applicable, and with benefits and terms and conditions of employment
consistent with those generally offered to similarly-situated HCA employees operating in the area. HCA
reserves the right, however, not to hire any individual employee consistent with HCA policies and
procedures. Any offers of employment to senior management personnel would be consistent with usual
and customary practices of HCA and would be subject to additional discussion and negotiation with such
personnel. To the extent lawful and permitted under HCA's policies and contracts, HCA would honor prior
service credit under cllrrent Memorial Health welfare plans for purposes of satisfiing pre-existing condition
limitations in HCA's welfare benefit plans. With respect to employees covered by other qualified retirement
plans of Mernorial Health, HCA would honor prior length of service for purposes of eligibility in HCA's
retirement benefit plans, but would not make contributions to such plans with respect to prior service and
would not assume such other retirement plans.

5. Communitv Benefit Fund. HCA would establish and maintain for a mutually-agreeable period, a
community benefit fund (in an amount to be agreed upon based on the charitable cash funding by the System
during the three years prior to the Closing) to be used to assist various community activities consistent with
historical practices of the System (the "Community Benefit Funds").

6. Communit-y Benefit Covenants. HCA would agree to covenants (collectively, the "Communily
Benefit Covenants") relating to:
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
Page 4

(a) continuation of the System's participation in traditional Medicare and Medicaid

programs for the l0 year period following the Closing, unless the Authority consents to the termination of
such participation, and, thereafter, until such time as HCA determines, in its reasonable discretion, that a
material year-over-year reduction in Medicare or Medicaid reimbursement or payment methodology occurs
with respect thereto;

(b) no termination of any Core Services (as defined in Exhibit B) for the 1 0 year period
following the Closing unless the Authority consents to such termination. After such 10 year period, HCA
would continue each Core Service in perpetuity unless and until the Authority and HCA agree to terminate
such Core Service; provided, however, if the Authority does not agree to terminate a Core Service, HCA
can only terminate such Core Service if a Contingency (as defined in Exhibit B) occllrs with respect to such
Core Service. If HCA desires to terminate a Core Service and the Authority does not consent to such
tennination, HCA would provide the Authority with notice of a Contingency occuning with respect to such
Core Service and would not terminate the Core Service unless and until the earlier to occur of (i) HCA and
the Authority reach agreement that the Contingency occured or (ii) if HCA and the Authority disagree as
to the occurrence of the Contingency, the Contingency is determined to have occurred pursuant to the
binding dispute resolution process described in Exhibit B; provided, that prior to terminating any Core
Service, HCA shall first use commercially reasonable efforts to adjust its operation of such Core Service to
eliminate such Contingency;

(c) no termination of any Key Services (as defined in Exhibit B) for the 5 year period
following the Closing unless the Authority consents to such termination. After such 5 year period, HCA
would continue each Key Service in perpetuity unless and until the Authority and HCA agree to terminate
such Key Service; provided, however, if the Authority does not agree to terminate a Key Service, HCA can
only terminate such Key Service if a Contingency (as defined in Exhibit B) occurs with respect to such Key
Service. If HCA desires to terminate a Key Service and the Authority does not consent to such termination,
HCA would provide the Authority with notice of a Contingency occurring with respect to such Key Service
and would not terminate the Key Service unless and until the earlier to occur of (i) HCA and the Authority
reach agreement that the Contingency occurred or (ii) if HCA and the Authority disagree as to the
occurrence of the Contingency, the Contingency is determined to have occurred pursuant to the binding
dispute resolution process described in Exhibit B; provided, that prior to terminating any Key Service, HCA
shall first Llse commercially reasonable efforts to adjust its operation of such Key Service to eliminate such
Contingency;

(d) continuation of Memorial University Medical Center as a facility licensed as an

acute care hospital (the "Acute Care Hospital ") with an emergency department available at all
times (the "Emergency Departmeft") for the 15 year period following the Closing unless the Authority
consents otherwise. After such 15 year period, HCA would continue to operate the Acute Care Hospital
Operations and the Emergency Department in perpetuity unless and until the Authority and HCA agree to
terminate the Acute Care Hospital Operations or the Emergency Department, as applicable; provided,
however, if the Authority does not agree to terminate the Acute Care Hospital Operations or the Emergency
Department, HCA can only terminate the Acute Care Hospital Operations or the Emergency Department,
as applicable, if a Contingency (as defined in Exhibit B) occurs with respect to the Acute Care Hospital
Operations or the Emergency Depaftment, as applicable. If HCA desires to terminate the Acute Care
Hospital Operations or the Emergency Department and the Authority does not consent to such termination,
HCA would provide the Authority with notice of a Contingency occurring with respect to the Acute Care
Hospital Operations or the Emergency Department, as applicable, and would not terminate the Acute Care
Hospital Operations or the Emergency Department, as applicable, unless and until the earlier to occur of
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
Page 5

(i) HCA and the Authority reach agreement that the Contingency occurred or (ii) if HCA and the Authority
disagree as to the occurrence of the Contingency, the Contingency is determined to have occurred pursuant
to the dispute resolution process described in Exhibit B;

(e) maintenance of charity care and uninsured discount policies for the System (which
shall be either the current System policies or HCA's policies, whichever provide more access to necessary
medical care regardless of ability to pay for services received) for the 5 year period following the Closing,
and, thereafter, such policies would be consistent with HCA's policies; and

(f) provide a right of first refusal to Sellers for HCA's sale of all or substantially all
of the assets of the System or all of the equity interests of the HCA Acquiring Entity; provided, however,
Sellers would not have a right of first refusal with respect any indirect change of control of the HCA
Acquiring Entity (or any other successor HCA entity thereto), any transfer to a HCA affiliate, or any sale
of the System in connection with a transaction involving the sale of multiple HCA facilities in which the
Systern accounts for less than20Yo of the consolidated revenues of the facilities included in the sale.

1. Mercer Affiliation. Following the Closing, HCA intends to continue an affiliation relationship
regarding medical education between the System and Mercer University School of Medicine. HCA is
interested in expanding that affiliation to include other HCA facilities in the Southeastern region.

8. Advisory Board. In support of the operations of the System, HCA would establish an Advisory
Board comprised of individuals appointed by each of the Authority, Memorial Health, and HCA in equal
numbers (i.e., one-third of the appointees will be appointed by each Party) (the "{dvigqly Beg4d"). The
purposes of the Advisory Board would include: fulfilling any Joint Commission govemance requirements
of the System; use of the Community Benefit Funds; approval of any changes to the Community Benefit
Covenants; and receiving annual reports prepared by HCA. Advisory Board actions would require the
approval of a majority of the members of the Advisory Board, except (a) expenditures of the Community
Benefit Funds would be determined by a majority vote of the Sellers' appointees to the Advisory Board and
(b) changes to the Community Benefit Covenants would require approval of a majority of the Advisory
Board appointees of the Authority, a majority of the Advisory Board appointees of Memorial Health and a
majority of the Advisory Board appointees of HCA.

9. Conditions:Approvals.

(a) As is customary for transactions of this type, our conditions to completing the Proposed
Transaction would include, but would not be limited to: (a) the negotiation, execution and delivery of the
Definitive Agreement in a form mutually acceptable to the Parties, which would include, among other
things, representations, warranties, covenants (including non-compete and non-solicitation provisions),
conditions and indemnities that are customary in a transaction of this type, (b) satisfactory completion of
our due diligence review of the System and the Assets, as outlined in Section 5, (c) no material adverse
changes to the System or the Assets prior to the consummation of the Proposed Transaction and (d) receipt
ofany necessary material consents and/or regulatory approvals.

(b) HCA's senior management team has been engaged in the process to date and supports the
Proposed Transaction and the submission of this LOL HCA does not require any additional internal
approvals to effect the Proposed Transaction.
Memorial Health, Inc.
Chatham County Hospital Authority
April 19,2017
Page 6

10. Due Diligence. HCA contemplates conducting a customary and confirmatory due diligence review
of the System, the Assets and the operations and financial prospects of the System prior to entering into the
Definitive Agreement. Our critical diligence items would include, but not be limited to: (a) a review of the
System's financial performance, budget and projections, (b) a physical inspection of the System's facilities
and the Assets, (c) a legal review of the material contracts and leases related to the System, (d) tax diligence
with respect to the purchase of the Assets, (e) employment related diligence, including, without limitation,
a review of existing employment agreements, employee benefit plans and policies and procedures
(including documentation regarding compliance therewith), (f) a review of Memorial Health's ethics and
compliance policies, practices and procedures and (g) a review of Memorial Health's physician
relationships and all documentation relating thereto (with respect to physician compensation or otherwise)
to determine, among other things, compliance with federal and state statutes and regulations, including the
federal Stark law and the Anti-Kickback Statute.

I 1. Diligence Process: Timing. Within five business days of Sellers' execution of this LOI, HCA shall
transmit to Sellers HCA's standard due diligence request list. Assuming access to the financial, legal and
other information requested therein, as well as Memorial Health's management team, we would expect to
finalize our due diligence review and execute the Definitive Agreement within 60 days of Sellers' execution
of this LOI. We would expect to close the Proposed Transaction as soon as regulatory and other pre-Closing
conditions are satisfied.

12. Access to Information.

(a) Pending the execution of the Definitive Agreement, Sellers shall permit HCA and its
representatives reasonable access to inspect and appraise Memorial Health, the System, the Assets and the
business prospects of the System, and shall disclose and make available to HCA and its representatives all
reasonably requested financial information, books, agreements, papers, records and personnel relating to
the ownership and operation of the System and the Assets. In this regard, HCA agrees that such review
shall not unreasonably interfere with the operations of the System. All requests for physical inspection of
the Assets or communication with Memorial Health personnel shall be coordinated through H2C, Ponder,
or the Memorial Health management team.

(b) Sellers recognize HCA's commitment to complying with federal and state statutes and
regulations governing physician relationships, including the federal Stark law and Anti-Kickback Statute,
and shall work diligently to provide HCA on a priority basis access to all documents and information
relevant to ensuring that all aspects of Memorial Health's operations and all elements of the Proposed
Transaction comply with said statutes and regulations. Memorial Health sha1l also make available to HCA
the individual primarily responsible for Memorial Health's ethics and compliance policies, practices,
procedures, and related matters.

13. Confidentialitv:Disclosure:Expenses.

(a) Except as otherwise required by law, each Parfy agrees to keep this LOI and its contents
confidential and not disclose the same to any third party (except to attorneys, accountants and other
representatives hired by such Party in connection with the Proposed Transaction) without the prior written
consent of the other Party. The Confidentiality Agreement between HCA and Memorial Health dated as of
December 9, 2016 (the "NDA"), shall remain in full force and effect.
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
PageT

(b) Except as required by law, any release to the public of information with respect to the
proposei iransaction or the matters set forth herein shall be made only in the form and manner approved
by the Parties.

(c) Each Parly shall be responsible for its own respective expenses in connection with the
proposed Transaction, regardless of whether the Definitive Agreement is executed provided however, that
Memorial Health and the Authority agree that Memorial Health shall be responsible for payment of the
Authority,s expenses in connection with the Proposecl Transaction regardless of whether the Definitive
Agreement is executed, pursuant to the Amended and Restated Lease Agreement by and between
Memorial
Health, Memorial Healih University Medical Center, Inc., and the Authority, dated as of May 1,2004, as
amended..

14. No-Shop. For a period of 60 days after the date hereof (the "EXSltt$ylry-Pgli9d"), Sellers shall,
directors, managers,
and shall cause each oftheir respective affiliates and its and their respective officers,
employees, agents, advisors, consultants and representatives (collectively, "BBptgsgnlativgl")
to, deal
acquisition of the
exclusively with HCA regarding the Proposed Transaction or any other direct or indirect
System (whether Uy way"of m"ig"., recapitalization, purchase or issuance of capital stock,
"onrolidation, and shall
pur"frur" of assets or otherwise) and, without the prior written consent of HCA, Sellers shall not,
cause their respective Representatives not to, (a) solicit, facilitate, initiate,
continue, respond to or engage
or entity, directly or indirectly (whether such negotiations
in discussions or negotiations with any person
theii respective Representatives or otherwise), other than HCA (or its
are initiated by either Seller, any of
System (whether by way of
designated Representatives), reiating to (x) the possible acquisition of the
,n.rf"r, consolidation, recapitalization, purchusl or issuance of capital stock,
.purchase
of assets or
otheiwise), Memorial Health or the Assets (or a material portion thereof)
or (y) any other significant
or the Assets (each, an "Alternative Transaction"); (b)
transaction involving Memorial Health, the System
to the System or the Assets to any person or entity, other
provide information or documentation with respect
to an Alternative Transaction; (c) afford any access
ihan HCe (or its designated Representatives),ielating
and records of Memorial Health to any person or
to the personnel, offiJes, facilities, properties or books
relating to an Alternative Transaction; (d) enter
entity, other than HCA (or its designated Representatives),
person or entity, other than HCA (or its
into an understanding, arrangement or agreement with any
Transaction; or (e) otherwise assist or facilitate
designated Representaiives), froviding foian Altemative
the making of, or cooperate in any way regarding any inquiry, ofr.
or proposal by any person or entity'
to an Alternative Transaction' If either Seller
other than HCA (or its designated Representativei;, retating
relating to an Alternative Transaction'
or any of its Representative-s receives any inquiry,'offer or-proposal
information as to the substance of such
then such Seller shali promptly notify i{CA thereol inctuaing
making such inquiry, offer or proposal'
inquiry, offer or proposal ana ine identity of the person or entity
of this section 14 will cause irreparable
Sellers recognize and acknowledge that a breach of the provisions
Sellers agree that HCA shall be entitled to the
and material loss and damage to frCa and that, accordingly,
breach; provided'
issuance of an injunction or other equitable ielief ror iny such
breach or threatened
and shall not preclude the assertion by
however, that the remedies provided for herein shall be cumulative
sellers and/or their respective
HCA of any other rights or seeking any other remedies. against
the date hereof, HCA has not
Representatives. So lon! as, in the negoliations among the PartiesJollowing
the right, in its sole and
previously proposed to Sellers a reduCtion in the Coniideration, HCA
shall have
30 day period by providing notice
absolute discretion, to extend the Exclusivity Period for one additional
initial 60 day Exclusivity Period'
of such extension in writing to Sellers prior io the expiration of the
be directed to the following:
15. Contacts. Questions or communications related to this LOI may
Memorial Health, Inc.
Chatham County Hospital Authority
April19,2017
Page 8

Monica Cintado Williarn (Wil) Caldwell

Vice President - Development Director - Development
HCA Inc. HCA Inc.
One Park Plaza, Buildingl-2B One Park Plaza, Building I-2E
Nashville. TN 37203 Nashville, TN 37203
Tel: (615) 344-1486 Tel: (615) 344-s624
Email: rnonica.cintado@hcahealthcare.com Email: wil.caldwell@hcahealthcare.com

Chadd Tierney
Vice President - Legal Development
HCA Inc.
One Park Plaza, Buildingl-2E
Nashville, TN 37203
Tel: (6i5) 344-2879
Email: chadd.tierney@hsahealthcare.com

16. Goveming Law. This LOI shall be governed by and construed in accordance with laws of the State
of Delaware, without giving effect to conflicts of law principles.

11 . Definitive Agreements. Except for the provisions of Sections 12 through 1 8 hereof (the "Ejnding
Provisions"), this LOI is not intended to be a binding agreement and shall not give rise to any obligations
between the Parties. Further, due to the complexity of the Proposed Transaction, and because this LOI
includes only some, and not all, of the material terms of the Proposed Transaction, it is the expressed
intention of the Parties that, except for the Binding Provisions, no binding contractual agreement shall exist
between the Parties unless and until the Parties shall have executed and delivered the Definitive Agreement,
which shall contain the provisions outlined above and representations, warranties, covenants (including
non-compete and non-solicitation provisions), conditions, indemnities and other terms and conditions
customary in a transaction of this type, all of which must be acceptable to both Parties in their sole discretion
(including, without limitation, contingencies for all necessary regulatory approvals). Either Party may for
whatever reason terminate this LOI and further negotiations with respect to the Proposed Transaction by
written notice to the other Party. In such event, there shall be no liability between the Parties as a result of
the execution of this LOI, any acts or omissions of the Parties or their respective Representatives in
connection with the Proposed Transaction, including any actual or alleged oral agreements or course of
performance between the Parties relating thereto, any action taken in reliance on this LOI or such
iermination, except with respect to the Binding Provisions. The Binding Provisions shall survive any such
termination.

18. Entire Agreement: Amendment. This LOI, together with the NDA (which shall survive the
execution and delivery of this LOI), represents the entire agreement among the Parlies, and, together, this
LOI and the NDA supersede all prior or contemporaneous oral or written understandings, negotiations,
letters of intent or agreements between the Parlies. This Section I 8 shall be deemed a "merger" clause, and
this LOI (together with the NDA) is intended as a complete integration of the Parties' agreement heretofore.
No modifications of, amendments to, or waivers of any rights or duties under this LOI shall be valid or
enforceable unless and until made in writing and signed and delivered by each of the Parties.

++*{<t<
Memorial l-lealth, lnc.
Chatham County llospital Authority
April 19,2017
Page 9

please indicate Sellers'approvalol'the terms and conditions of this LOI and Sellers' intention to
trelorv ahd returning one executed copy
enter into these negotiations by executing it in the space provid_ed
and revierv of tlre Systern and lvitlt the
to HCA, rvSereupon rve shall iroceed pro-nrptly rvitliour ivaluation
that this LOI shall expire unless
pr"puroiion and riegotiatio,', oftl," Definitive Agreement. Il".tt: be advised
of this LOI no later than 5:00 p.m', Nashville tinre,
there has been delivered to IICA a fully execuied copy
on June 1,2011.

We lool< forrvard lo a successful and rnutually rervarcling relationship in respect

of the Proposed
Transaction.

Sincerely,

HCA MANAGEMNNT SIRVICES' L.P.

TI{E FOREGOING IS APPROVED ON

THIS _
DAY 0F APRIL 2ol7

MEMORIAL I{EALTII, rNC.

By:
Name:
Title:

CIIATHAM COUNTY IIOSPITAL AUTHOruTY

By:
Nante:
Title:

[Signature page to Letter of lrrtent]

| 0799536v I

EXHIBITA
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 EXHIBIT B

Core Services, Key Services and Contingencies

The following services would be the "Core Services":

Pediatrics
Neonatal care - level 3 nursery
Level I trauma
Residency training program

The following services would be the "Key Services" and, collectively with the Core Services, the
"SsIviEs":

Oncology
Neurosciences
Orthopedics, including total joint replacment
Cardiovascular
Rehabilitation therapy
Behavioral health
Gynecology and obstetrics

The following would be the "Cqnlli4ggncrie!":

(l) A Service, the Acute Care Hospital Operations or the Emergency Department, as applicable, is no
longer financially viable, which would mean that that, for a period of at least twenty-four (24)
coniecutive months, the acfual or projected revenue for such Service, Acute Care Hospital
Operations or the Emergency Department has been or will be, taking into account current or
known future reimbursement levels, less than the total facility cost (direct and indirect) of
providing such Service or operating the Acute Care Hospital Operations or the Emergency
Department;

(2) The medical staff(s) of the System do not have qualified, available physicians and/or clinical staff
necessary to support the provision of a Service or operating the Acute Care Hospital Operations
or the Emergency Department, as applicable;

(3) A Service, the Acute Care Hospital Operations or the Emergency Department experiences a
significani decrease in patient volumes for any reason not within the reasonable control of HCA,
*f,i"n would mean (a) from the date of the Closing Date to the date of determination (as
measured during a full calend ar year, with the last day of that calendar year as the date of
determination), decline of 33%o or more occurs in the aggregate patient volume for such Service,
a
projected
the Acute Care Hospital Operations or the Emergency Department; and (b) the actual or
volume for such Seivice, tire Acute Care Hospital Operations or the Emergency Department is or
will be insufficient to achieve or maintain the level of safety and quality for such Service, the
Acute Care Hospital Operations or the Emergency Department that is at least equal to, or better
than, the level oi safery and quality at which such Seruice, acute care operations or emergency
department services ur. prorrid"d at any other similarly situated, general acute care hospitals
owned and operated bY HCA;
(4) A change in applicable laws or regulations, or interpretations thereof, that has a material adverse
effect on the provision of a Service or the operations of the Acute Care Hospital Operations or the
Emergency Department; and

(5) Changes in the needs of the communities within the service area of Memorial University Medical
Center reasonably necessitate a termination of a Service or the operations of the Acute Care
Hospital Operations or the Emergency Department.

The Definitive Agreements would set forth a dispute resolution process to resolve any disputes between
the Pafties with respect to the occurrence of any Contingency, which would provide that (a) any disputes
with respect to the occurrence ofthe Contingency described in (1) above that are not resolved by the
Parties would be resolved by an independent accountant and (b) any disputes with respect to the
occurrence of the other Contingencies that are not resolved by the Parties would be resolved by binding
arbitration.