IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------------IN RE: ) ) Chapter

11 CHURCH STREET HEALTH MANAGEMENT, LLC, ) et al. 1 ) Case No. 12-01573 ) Debtors ) (Jointly Administered) -----------------------------------------------------------------------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
The Debtors (with the last four digits of each Debtors 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).
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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; IT IS HEREBY FOUND, DETERMINED, AND CONCLUDED THAT:

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A.

The findings and conclusions set forth herein constitute the Courts 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
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D; (v) the Break-Up Fee (defined below) and the Expense Reimbursement (defined below); and (vi) the Sellers 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 Stalking Horse Agreement), including, without limitation, claims arising under the doctrine of 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 Bidders

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. Agreement. 8. At the Auction, when only one Qualified Bidder remains and the Sellers have Prior to the Auction the Sellers will be authorized to execute the Stalking Horse

selected that Qualified Bidders 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 liens, claims, interests and encumbrances (other than Permitted Encumbrances, as defined in the

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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 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) cocounsel 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 Courts 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 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
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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 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

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.

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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/ 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

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