THIRD AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO SECURITY AND PLEDGE AGREEMENT

ARTICLE I

Amendments, Limited Waivers and Consents

Section 1.1. Arizona Subleases.    The Required Lenders hereby waive any actual or prospective Default under Sections 8.02(l)(i) and (ii), 8.02(m), 8.05(e) and 8.19 of the Credit Agreement as a result of subleases of Real Estate and capital assets by Loan Parties to AGH Phoenix or its subsidiaries  (collectively, the  “AGH Group”);  provided that, subject to the requirements set out in the second and third provisos of Section 8.02(l)(i) of the Credit Agreement, the aggregate amount per fiscal year of total payments paid (including, without limitation, lease, taxes and utilities) by a Loan Party to a third party lessor in connection with each such sublease of Real Estate with or involving any member of the AGH Group shall not exceed (x) the amounts listed for each facility with respect thereto for such fiscal year in Schedule 2 hereto and (y) the amounts listed for all facilities of the AGH Group in the aggregate with respect thereto for each fiscal year in Schedule 2 hereto; and provided, further, that subject to the requirements set forth in the second and third provisos of Section 8.02(l)(ii) of the Credit Agreement, the aggregate amount of lease payments paid by a Loan Party to a third party lessor in connection with each such sublease of capital assets with or involving any member of the AGH Group shall not exceed (x) the amounts listed for each facility with respect thereto for such fiscal year in Schedule 2 hereto and (y) the amounts listed for all facilities of the AGH Group in the aggregate with respect thereto for each fiscal year in Schedule 2 hereto.  For the avoidance of doubt, no Investments permitted under this Section 1.1 shall be permitted to be made with respect to a member of the AGH Group if an Event of Default is in effect or would occur after giving effect to such Investment.   Notwithstanding anything in this Amendment, the Credit Agreement or any other Loan Document to the contrary, the subleases described above shall be excluded from each of the dollar limits set forth in Section 8.02(l)(i) and (ii) and 8.02(m), respectively, of the Credit Agreement, in each case, solely to the extent permitted pursuant to this Section, as if such Investments had not occurred.

Section 1.2. Colorado Investments. 

(a) Subject to the requirements set out in the proviso of Section 8.02(l)(iv) of the Credit Agreement, the Required Lenders hereby consent to the Colorado JV Investment and waive any actual or prospective Default under Sections 8.02(l)(iv),  8.02(m) and 8.19 of the

(b) The Required Lenders hereby waive any actual or prospective Default under Sections 8.02(l)(iii),  8.02(m), 8.05(b) and 8.19 of the Credit Agreement as a result of the Equity Disposition in each case, solely to the extent the Equity Disposition is completed prior to the Outside Date;  provided that, notwithstanding anything in this Amendment, the Credit Agreement or any other Loan Document to the contrary, the Equity Disposition shall be excluded from each of the dollar limits set forth in Sections 8.02(l)(iii),  8.02(m) and 8.05(b) of the Credit Agreement, solely to the extent permitted pursuant to the foregoing clause, as if the Equity Disposition had not occurred.

(c) The Required Lenders hereby waive any actual or prospective Default under Sections 8.04 of the Credit Agreement as a result of the Colorado Consolidation to the extent the Colorado Consolidation is completed on or before the Outside Date.

Section 1.3. MPT Colorado Transaction.  The Required Lenders hereby waive any actual or prospective Default under Sections 8.03(k),  8.09,  8.16  and 8.17 of the Credit Agreement as a result of the MPT Colorado Transaction solely to the extent occurred on or prior to the date hereof, and agree to deem the MPT Colorado Lease and MPT Colorado Sublease as “MPT Documents” under the Credit Agreement; provided that the waiver set forth in this Section 1.3 shall only relate to actual or prospective Defaults under Sections 8.03(k),  8.09,  8.16 and 8.17 of the Credit Agreement that have occurred on or prior to the date hereof without giving effect to this Amendment and shall not act as a waiver of any actual or prospective Defaults under Sections 8.03(k),  8.09,  8.16 and 8.17 of the Credit Agreement on or after the date hereof after giving effect to Section 1.10 of this Amendment.

Section 1.4. JV Interests as Collateral.   The Loan Parties hereby consent and agree that, notwithstanding anything to the contrary in the Credit Agreement, the Security Agreement or the other Loan Documents,  the Equity Interests of JV Co., to the extent held by Adeptus Colorado (or any other Loan Party) are included in the definition of “Collateral” under the Loan Documents and are subject to all the requirements of Collateral under the Loan Documents, including, without limitation, being included in the pledge of Collateral by each holder of such Equity Interests to the Administrative Agent for the holders of the Secured Obligations (as defined in the Security Agreement) under the Security Agreement (as amended by this Amendment).

Section 1.5. Colorado Subleases.  The Required Lenders hereby waive any actual or prospective Default under Sections 8.02(l)(i) and (ii), 8.02(m), 8.05(e) and 8.19 of the Credit Agreement as a result of subleases of Real Estate and capital assets by Loan Parties to JV Co. or its subsidiaries (including members of the Colorado Group)  (collectively, the “JV Co. Group”);  provided that, subject to the requirements set forth in the second and third provi

Section 1.6. Colorado Releases.  The Lenders and the Administrative Agent hereby:  (a) release each member of the Colorado Group that is or is required to be a Loan Party pursuant to the terms of the Loan Documents from any and all of its obligations as a Loan Party under the Loan Documents, including, if applicable, its obligations as a Guarantor thereunder;  (b) release each member of the Colorado Group as a party from each Loan Document to which it is a party; and (c)  release any and all rights and claims under the Collateral Documents to Collateral in the form of (i) the Equity Interests of each member of the Colorado Group as Collateral, and (ii) property and assets owned by each member of the Colorado Group.

Section 1.7. Colorado Consolidated EBITDA.  The Lenders, the Administrative Agent and the Loan Parties agree that Consolidated EBITDA for the first full calendar month immediately following the Equity Disposition shall include an amount equal to $936,183, which shall be attributable to JV Co. and the Colorado Group (whether or not the definition of Consolidated Net Income or Consolidated EBITDA would otherwise permit the inclusion of such amount), and that no other net income, Consolidated EBITDA or amounts otherwise attributable to JV Co. or the Colorado Group for such month shall be included in the calculation of Consolidated Net Income or in the calculation of Consolidated EBITDA.

Section 1.8. Colorado Purchase Option.  The Administrative Agent and the Loan Parties agree that the “UCH Purchase Option” defined in and granted by the Operating Agreement of JV Co., as in effect on the date hereof, will be deemed a Permitted Purchase Option, notwithstanding any prospective failure of the “UCH Purchase Option” to satisfy each requirement of the definition of Permitted Purchase Option contained in Section 8.01(t) of the Credit Agreement.

Section 1.9. Put Options.  The Administrative Agent and the Loan Parties agree that to the extent any Loan Party is required to purchase any Equity Interests of JV Co or AGH Phoenix under either of the respective organizational documents, such Investments will not be prohibited under Section 8.02 of the Credit Agreement to the extent (x) no Default or Event of Default then exists or would result therefrom and (y) the Loan Parties are in pro forma compliance with  Section 8.11 of the Credit Agreement.

Section 1.10. Amendment to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to such Section in alphabetical order:

(b) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety where they appear in such Section 1.01 of the Credit Agreement as follows:

(c) The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended as follows:

(i) Clause (c)(v) thereof is hereby amended by deleting the word “Primary” contained therein; and

(ii) The following text is added at the end of such definition:

(d) The definition of “Material Contract” in Section 1.01 of the Credit Agreement is hereby amended by adding the following immediately following the last “.” of such definition:

(e) The definition of “New MPT Documents” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (v) of the second proviso thereof, by replacing the text “, and” immediately prior to the occurrence of such clause and by inserting the word “and” immediately following clause (iii) of such second proviso.

(f) Clause (r) of Section 8.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(g) Clause (c) of Section 8.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(h) Clause (a) of Section 8.06 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(i) Clause (i) of Section 8.16(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(j) Section 8.16 of the Credit Agreement is hereby amended by replacing clause (e) thereof with the text “permit any member of the Primary Group other than the Borrower, Holdings, JV Co. and AGH Phoenix to own any Equity Interest of any member of the MPT Group;”.

(k) Clause (a)(ii) of Section 8.17 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 1.11. Amendment of Security and Pledge Agreement; Pledge of Joint Venture Interests.  The Security and Pledge Agreement amended as follows:

(a) Section 8 of the Security and Pledge Agreement is hereby amended by inserting the following paragraph at the end thereof as a new clause (g):

(b) Schedule 1 of the Security and Pledge Agreement is hereby amended and restated by Annex 2 hereto.

Section 1.12. Treatment of JVs as Subsidiaries Under the Credit Agreement.  The Loan Parties hereby consent and agree that, notwithstanding anything to the contrary in the Credit Agreement, the Security Agreement or the other Loan Documents, for the purposes of Articles V,  VI,  VII (except with respect to, other than as set forth herein, the requirements and obligations as set forth solely under Sections 7.12 and 7.13 under the Credit Agreement and it being understood that JV Co. will not be a “consolidated” Subsidiary for purposes of Section 7.01 of the Credit Agreement), VIII and IX of the Credit Agreement, JV Co. shall be in

Section 1.13. Events of Default.  Notwithstanding anything to the contrary herein, in the Credit Agreement or any other Loan Document, the occurrence of any default, violation or contravention of the terms of Section 1.1,  1.2,  1.3 or 1.5 herein by any Loan Party (or any party subject to the requirements of a “Loan Party” under the Loan Documents), shall result in an immediate Default under the Credit Agreement.

ARTICLE II

Conditions and Miscellaneous

Section 2.1. Conditions to Effectiveness.   This Amendment shall become effective on the date (the “Effective Date”) on which:

(a) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of the Administrative Agent, the Borrower, Holdings and the other Loan Parties and a duly authorized signatory of Lenders  constituting the Required Lenders; 

(b) No Default.  After giving effect to this Amendment, no  Default or Event of Default shall have occurred and be continuing under the Credit Agreement;

(c) Fees and Expenses. The Borrowers shall have paid (i) to the Administrative Agent, for the ratable benefit of each of the Lenders signatory to this Amendment, an amendment fee in an aggregate amount equal to $250,000, which shall be fully earned, due and payable on the Third Amendment Effective Date and (ii) all other expenses payable to the Administrative Agent (including, without limitation, all reasonable and documented fees and expenses of counsel) to the extent then due in connection with this Amendment and the transactions contemplated thereby;

(d) Representations and Warranties. The representations and warranties of each of the Borrower, Holdings and the other Loan Parties contained in Section 2.3 hereof shall be true and correct.

(e) Joinder of Adeptus Colorado and Adeptus Management and Pledge of Assets.  On or prior to the Effective Date, Holdings, the Borrower and its Subsidiaries shall have caused each of (i) the entities listed in Schedule 3 and Schedule 4 to become a party to the Credit Agreement as a Loan Party by executing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and  (ii) the entities listed in Schedule 3 and Schedule 4 to deliver to the Administrative Agent documents of the types referred to in Sections 5.01(c) and (e) in the Credit Agreement and favorable opinions of counsel to such Person (which shall cover,

(f) Pledge of Equity Interest.    On or prior to the Effective Date, Adeptus Colorado shall pledge its (or any other Loan Party that holds such applicable Equity Interest) Equity Interest in JV Co. to the Administrative Agent for the holders of the Secured Obligations (as defined in the Security Agreement) in form and substance satisfactory to the Administrative Agent.

(g) Entry into the Collateral Assignment of Management Agreement.  The Administrative Agent shall have received the executed collateral assignment of the Management Agreement of the JV Co. dated as of the date hereof in form and substance satisfactory to the Administrative Agent in its reasonable discretion.

(h) Amendments to the Operating Agreement of the JV Co.  On or prior to the date hereof, the Operating Agreement of JV Co. shall be amended and in form satisfactory to the Administrative Agent in their reasonable discretion, and such changes shall be reflected in the final version of such Operating Agreement executed on or around the date hereof.

(i) Structure Chart.  On or prior to the Effective Date,  Borrower shall provide Administrative Agent with a structure chart or Subsidiary listing, in each case, detailing the list of Subsidiaries of Holdings after giving effect to the Arizona Consent and Colorado JV Investment.

(j) MPT Documents.  The Administrative Agent shall have received the executed MPT Intercreditor Agreement and other Third Amendment Date MPT Documents (including the (1) Amendment to Master Funding and Development Agreement dated July 29, 2014 (as amended), (2) Closing Side Letter Regarding Master Funding and Development Agreement dated July 29, 2014 (as amended), (3) MPT Colorado Lease, (4) MPT Colorado Sublease, (5) Security Agreement related to the MPT Colorado Lease and MPT Colorado Sublease, (6) Environmental Indemnification Agreement related to the MPT Colorado Lease and MPT Colorado Sublease, (7) Guaranty related to the MPT Colorado Lease and MPT Colorado Sublease, (8) Twenty Third Amendment to Master Lease Agreement dated August 29, 2013 (as amended) and (9) Thirteenth Amendment to Master Lease Agreement dated September 26, 2014 (as amended)) dated as of the date hereof in form and substance satisfactory to the Administrative Agent in its reasonable discretion.

Section 2.2. Operating and Management Agreements.  Each of the Borrower, Holdings and each other Loan Party hereby agrees and covenants that attached hereto as Exhibit A are the executed versions of the Operating Agreement of JV Co. and the Management Agreement of JV Co. to be executed in connection with the Colorado JV Investment.

Section 2.3. Representation and Warranties.  Each of the Borrower, Holdings and each other Loan Party represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof and as of the Effective Date:

(i) Neither of the Operating Agreement of JV Co., nor the Management Agreement of JV Co., shall prohibit, restrict or otherwise inhibit the ability of Adeptus Colorado from fully pledging such Person’s respective interest in JV Co. to the extent required hereunder, under the Security Agreement hereunder or the other Loan Documents.

(ii) The Equity Interests of JV Co. constitutes Collateral under the Loan Documents to the extent such Equity Interests are held by Adeptus Colorado as set forth on Annex 1 hereto.

(iii) This Amendment has been duly authorized, executed and delivered by each of the Borrower, Holdings and each other Loan Party,  and constitutes the legal, valid and binding obligations of each of the Borrower, Holdings and each other Loan Party enforceable against each of them in accordance with its terms and the Credit Agreement;

(iv) the execution, delivery and performance by each of the Borrower, Holdings and each other Loan Party of this Amendment will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of the Borrower or any Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower or any such Loan Party is a party or by which any of them or any of their property is or may be bound or (D) the Operating Agreement of JV Co., or the Management Agreement of JV Co.,  (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens;

(v) the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and

(vi) after giving effect to this Amendment,  no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Section 2.4. Expenses; Indemnity.  Each of the Borrower, Holdings and each other Loan Party hereby acknowledges and reaffirms that the Administrative Agent is entitled to the benefits of Section 11.04 of the Credit Agreement, including, without limitation, the benefits of indemnity and reimbursement (including, without limitation, reasonable and documented fees and expenses of counsel) thereunder, with respect to all actions and omissions by the Administrative Agent in connection with this Amendment.

Section 2.5. Reference; Continuing Effect; No Other Amendments, Waivers or Consents. 

(a) This Amendment shall not constitute an amendment of or consent to any provision of the Credit Agreement or the other Loan Documents except as expressly stated herein and shall not be construed as an amendment or consent to any action on the part of the Borrower that would require an amendment or consent of the Administrative Agent or the Lenders except as expressly stated herein.  Except as expressly stated herein, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.  For the avoidance of doubt, this Amendment shall not constitute a waiver of any remedies or rights of the Administrative Agent or the Lenders with respect to any Default or Event of Default.

(b) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 2.6. Release.  Each Loan Party hereby remises, releases, acquits, satisfies and forever discharges Administrative Agent, the Lenders and their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of Administrative Agent or the Lenders (“Releasees”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands that as of the date hereof are known or reasonably should be known to such Loan Party, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever through the date hereof.  Without limiting the generality of the foregoing, each Loan Party hereby waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited to, the rights to contest: (i) the right of Administrative Agent and each Lender to exercise its rights and remedies described in the Credit Agreement, (ii) any provision of the Credit Agreement or (iii) any conduct of Administrative Agent, the Lenders or other Releasees relating to or arising out of the Credit Agreement on or prior to the date hereof.

Section 2.7. Ratification and Reaffirmation.  The Loan Parties hereby:

(i)   acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Loan Documents in favor of the Administrative Agent for the holders of the Secured Obligations (as defined in the Security Agreement) and securing payment of all “Secured Obligations” (as defined in the Security Agreement) (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations (as defined in the Security Agreement) and are hereby and thereby reaffirmed;

(ii)   acknowledge and reaffirm their respective obligations as set forth in the Security Agreement and each other Loan Document (as amended or otherwise modified by this Amendment), including, without limitations, all Obligations and Secured Obligations (as defined in the Security Agreement) under the Credit Agreement, the Security Agreement and the other Loan Documents;

(iii)   agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in the Credit Agreement, the Security Agreement and each other Loan Document (as amended or otherwise modified by this Amendment), which remain in full force and effect; and

(iv)   confirm, ratify and reaffirm that (A) the guarantees and indemnities given by them pursuant to the Credit Agreement, Security Agreement and/or any other Loan Documents continue in full force and effect, following and notwithstanding, the amendments thereto pursuant to this Amendment; and (B) the security interest granted to Administrative Agent for the benefit of the Lenders, pursuant to the Loan Documents in all of their right, title, and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the Secured Obligations (as defined in the Security Agreement), is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent for the holders of the Secured Obligations (as defined in the Security Agreement) with the same force, effect and priority in effect immediately prior to entering into this Amendment.

Section 2.8. Estoppel.  To induce the Administrative Agent and Lenders to enter into this Amendment, each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, to the knowledge of any Loan Party, there exists no right of offset, defense, counterclaim or objection in favor of any Loan Party as against the Administrative Agent or any Lender with respect to the Obligations.    

Section 2.9. Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

Section 2.10. Applicable Law; Jurisdiction; Waiver of Jury Trial.  The provisions of Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

Section 2.11. JV Acknowledge of Pledge and Obligations under Loan Documents. 

(a) JV Co. hereby acknowledges receipt of and agrees to the terms and provisions of this Amendment, the Credit Agreement and the Security Agreement.  JV Co. represents and warrants to Administrative Agent that (i) it has no knowledge of any pledge of, or grant of a security interest in, or adverse claims to, its Equity Interests pledged under the Security Agreement (other than in favor of Administrative Agent); (ii)  it has registered the pledge and security interest of Administrative Agent in the Pledged Equity issued by it in its the books and records; and (iii)  Annex A hereto is true, correct and complete as it relates to it and the Pledged Equity issued by it.

(b) JV Co. will not acknowledge, register or permit the pledge, transfer, grant of control (as such term is used in Articles 8 and 9 of the UCC) or other disposition of its Equity Interests pledged under the Security Agreement (or any portion thereof) other than to or as requested by Administrative Agent.  During the existence of an Event of Default, JV Co. shall promptly comply with the instructions of Administrative Agent with respect to its Equity Interests pledged under the Security Agreement without the further consent or action of the holder of such Equity Interest, including, without limitation, instructions as to the transfer or other disposition of its Equity Interests pledged under the Security Agreement, to pay and remit to Administrative Agent or its nominee all dividends, distributions and other amounts payable to Grantor in respect of such Equity Interests (upon redemption of the Pledged Equity, dissolution of JV Co. or otherwise), and to transfer to, and register its Equity Interests pledged under the Security Agreement in the name of, Administrative Agent or its nominee or transferee.  Issuer acknowledges and agrees that upon the delivery of any certificates representing its Equity Interests pledged under the Security Agreement endorsed to Administrative Agent or in blank, or to the extent such Equity Interests are not represented by certificates, upon the execution and delivery of this Agreement by the parties hereto, Administrative Agent’s security interest on such Equity Interests shall be perfected by control (as such term is used in Articles 8 and 9 of the UCC).

(c) JV Co. further acknowledges and agrees to be restricted or otherwise bound by the provisions of the Credit Agreement to the extent required pursuant to Section 1.12 hereof.