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  • DISCLOSURE SCHEDULES TO

    DEFINITIVE AGREEMENT

    by and among

    DAUGHTERS OF CHARITY MINISTRY SERVICES CORPORATION, a California nonprofit religious corporation,

    DAUGHTERS OF CHARITY HEALTH SYSTEM, a California nonprofit religious corporation,

    PRIME HEALTHCARE SERVICES, INC., a Delaware corporation,

    and

    PRIME HEALTHCARE FOUNDATION, INC., a California nonprofit public benefit corporation

    DATED: October 10, 2014

  • 2

    LIST OF SCHEDULES

    Schedule Description of Schedule

    1.1(a) System Office Employees

    1.1(b) Collective Bargaining Agreements

    1.1(d) Defined Contribution Church Plans

    2.2(a) Retained Intellectual Property

    2.2(c) Religious Artifacts and Donor-Restricted Assets

    2.2(e) Retained Assets

    2.4(i) Designated Accounts

    2.4(ii) Liabilities to be Paid at Closing

    2.4(c) Nonqualified Retrimeent Benefit Plan Distributions

    2.4(e) Transaction Costs

    2.6 Balance Sheet

    2.6(g) Contracts

    3.3(h) DCHS Affiliates

    4.2 Required Approvals

    4.4 Financial Statements & GAAP Exceptions

    4.5 Material Licenses & Permits

    4.6 Medicare or Medi-Cal Notices & Investigations

    4.7(b) Government Actions to Terminate or Decertify

    4.7(c) Excluded Employees

    4.9(b) Violations of Environmental Laws

    4.10(a) Owned Real Property

    4.10(b) Proceedings Related to Real Property

    4.10(c) Real Estate Leases

  • 3

    4.10(f) Unsatisfied Requests for Repairs, Restorations or Improvements

    4.10(g) Real Estate Surveys and Title Commitments

    4.11 Material Litigation or Proceedings

    4.12 Medical Staff Matters

    4.13(a) Tax Returns

    4.13(b) Taxes

    4.14(a) Employee Benefits and Retirement Plans

    4.14(c) Liability with Respect to Plans

    4.14(e) Retiree Welfare Benefits and Retirement Plans

    4.15(a) DCHS Employees

    4.15(b) Grievances and Unfair Labor Practice Complaints

    4.15(c) Compliance with Legal Requirements Relating to Employee Health and Safety

    4.16 Insurance

    4.19 Cost Reports

    6.2 Conduct of Business

    6.2(b) Retention Bonuses to be Paid

    6.3(b)(i) Regulatory Approvals DCHS

    6.7 D&O Insurance

    6.8 Fiduciary Liability Insurance

    7.1(a)(i) Regulatory Approvals Prime Healthcare

    7.1(a)(ii) California Department of Public Health Approvals Prime Healthcare

    7.3(c) DCHS and its Affiliates Severance Policies

  • 4

    DISCLOSURE SCHEDULES

    These Disclosure Schedules (the Disclosure Schedules) are being delivered to Prime Healthcare Services, Inc. (Prime Healthcare) and Prime Healthcare Foundation, Inc. (PHF) by Daughters of Charity Health System (DCHS) pursuant to that certain Definitive Agreement dated as of the date hereof by and among DCHS, Prime Healthcare and PHF (the Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.

    All disclosures in the Disclosure Schedules are made generally and any item disclosed in any section of the Disclosure Schedules shall be deemed to have been disclosed for any other sections of the Disclosure Schedules to the extent the Agreement requires such disclosure and so long as the applicability of such disclosure to such section is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to DCHS. Prime Healthcare or PHF. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule hereto is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item, copies of which have been made available to Prime Healthcare. No disclosure in any Disclosure Schedule hereto relating to any possible breach or violation of any agreement, Licenses and Permits or Law shall be construed as an admission that any such breach or violation exists or has actually occurred, or shall constitute an admission of liability to any third party.

  • Schedule 1.1(a)

    System Office Employees

    [WITHHELD]

  • 6

    Schedule 1.1(b)

    Collective Bargaining Agreements

    California Licensed Vocational Nurses Association (CLVNA)

    Collective Bargaining Agreement between OConnor Hospital and California Licensed Vocational Nurses Association

    Collective Bargaining Agreement between Saint Louise Regional Hospital and California Licensed Vocational Nurses Association

    California Nurses Association (C.N.A.)

    Master Agreement between Daughters of Charity Health System and California Nurses Association

    Agreement between OConnor Hospital and California Nurses Association

    Agreement between Seton Medical Center and California Nurses Association

    Agreement between Saint Louise Regional Hospital and California Nurses Association

    Agreement between St. Vincent Medical Center and California Nurses Association

    International Union of Operating Engineers, Stationary Engineers, Local 39, AFL-CIO (Local 39)

    Collective Bargaining Agreement by and between Daughters of Charity OConnor Hospital and International Union of Operating Engineers, Stationary Engineers, Local 39

    Collective Bargaining Agreement by and between Saint Louise Regional Hospital and International Union of Operating Engineers, Stationary Engineers, Local 39

    Collective Bargaining Agreement by and between Seton Medical Center/Seton Coastside and International Union of Operating Engineers, Stationary Engineers, Local 39

    Service Employees International Union United Healthcare Workers West (SEIU-UHW)

    SEIU Healthcare UHW United Healthcare Workers West; United Healthcare Workers West Service Employees International Union, CTW, CLC Collective Bargaining Agreement with OConnor Hospital, Saint Louise Regional Hospital, Seton Medical Center, Seton Medical Center-Coastside, St. Francis Medical Center, St. Vincent Medical Center

    United Healthcare Workers West Service Employees International Union and San Jose Medical Management, Inc.

  • 7

    United Nurses Association of California (UNAC)

    Labor Management Agreement between St. Francis Medical Center and St. Francis Registered Nurses Association, United Nurses Associations of California/Union of Health Care Professionals (UNAC/UHCP) NUHHCE, AFSCME, AFL-CIO

    Engineers and Scientists of California Local 20, AFL-CIO (ESC Local 20)

    Agreements between OConnor Hospital and Engineers and Scientists of California, International Federation of Professional and Technical Engineers, Local 20, AFL-CIO/CLC

    Agreements between Seton Medical Center and Engineers and Scientists of California, International Federation of Professional and Technical Engineers, Local 20, AFL-CIO/CLC

    Agreements between Saint Louise Regional Hospital and Engineers and Scientists of California, International Federation of Professional and Technical Engineers, Local 20, AFL-CIO/CLC

    Side Letter Agreements:

    Side Letter Agreement between Local 20 and OConnor Hospital dated July 16, 2014

    Side Letter Agreement between CNA and St Louise Regional Hospital dated January 6, 2010

    Settlement Agreement among St Louise Regional Hospital, Victoria Hughes and SEIU dated October 19, 2011

    Side Letter Agreement between SEIU and Saint Louise Regional Hospital dated December 16, 2011

    Side Letter Agreement between CAN and St Vincent Medical Center dated January 2008

    Memorandum of Agreement Regarding Side Letters between OConnor Hospital and SEIU-UHW dated February 28, 2013

  • 8

    Schedule 1.1(d)

    Defined Contribution Church Plans

    1. DCHS Medical Foundation Management Bargaining Unit 401(k) Plan

    2. DCHS Medical Foundation 401(k) Plan

    3. Seton CNA Money Purchase Plan

    4. Kennedy Savings Plan

    5. Seton Coastside Annuity Plan

  • 9

    Schedule 2.2(a)

    Retained Intellectual Property

    1) Trademarks a. Daughters of Charity Ministry Services Corp. b. Daughters of Charity Health System c. DCHS d. Daughters of Charity Health System (logos)

    e. DCHS Medical Foundation f. DCHSMF g. DCHS Medical Foundation (logo)

    2) Domain Names a. http://www.dochs.org b. http://www.medfoundation.dochs.org c. http://www.dchsmedicalfoundation.org d. http://www.dchsmed.org e. http://www.dchsmed.com f. http://www.dchsmf.org g. http://www.daughtersofcharity.com h. http://www. dchsaccess.org i. http://www. dchspacs.org j. http://www. dochs.net k. http://www. docmsc.org

  • 10

    l. http://www. mydchsbenefits.com m. http://www. mydchsbenefits.org

    3) Copyrights

    a. Vincentian values: Catholic evaluative criteria program (Registration # TX0001514463)

    b. All copyrightable content that appears on the websites identified in Section 2 above or on any social media accounts maintained by Sellers, including without limitation Facebook, Twitter and Google+ and all copyrights content that contains, uses or references the DCHS Marks or the Retained Marks.

  • 11

    Schedule 2.2(c)

    Religious Artifacts and Donor-Restricted Assets

    1. Religious items including art 2. All artwork, including all signed and unsigned Ansel Adams prints

    3. Three-dimensional items such as sisters' habit/n