ordered in the southern district of florida on may 31, 2018. · 3 ordered as follows: 1. the motion...

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

Miami Division www.flsb.uscourts.gov

In re: MIAMI INTERNATIONAL MEDICAL CENTER, LLC Case No. 18-12741-LMI d/b/a THE MIAMI MEDICAL CENTER, Chapter 11 Debtor. /

ORDER GRANTING DEBTOR’S EMERGENCY MOTION FOR APPROVAL OF COMPROMISE AND SETTLEMENT WITH VARIETY CHILDREN'S

HOSPITAL D/B/A NICKLAUS CHILDREN'S HOSPITAL, RESOLVING COMMITTEE’S AND PHYSICIAN GROUP’S OBJECTIONS TO PROPOSED BID PROCEDURES, AND

PROVIDING RELATED RELIEF THIS CAUSE came before the Court on May 21, 2018 at 1:30 p.m. (the “Hearing”)

upon the Debtor’s1 Emergency Motion for Approval of Compromise and Settlement with

Variety Children's Hospital D/B/A Nicklaus Children's Hospital, Resolving Committee’s and

ORDERED in the Southern District of Florida on May 31, 2018.

Laurel M. IsicoffChief United States Bankruptcy Judge

_____________________________________________________________________________

Case 18-12741-LMI Doc 214 Filed 05/31/18 of 19

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Physician Group’s Objections to Proposed Bid Procedures, and Providing Related Relief (the

“Motion”) [ECF No. 192]. The Court having reviewed the Motion, having noted the Physician

Group’s approval of the Motion, having heard arguments of counsel, having heard the Debtor’s

proffer in support of the Motion, and based upon the reasons stated on the record which are

incorporated herein by reference, makes the following FINDINGS OF FACT:

a. Having considered the Certificate of Service filed at ECF No. 199, and noting that

all interested parties active in this case were present at the Hearing, proper, timely, adequate and

sufficient notice of the Motion and Hearing was provided to all creditors and parties in interest in

accordance with Bankruptcy Rules 9019 and 2002(a)(3), and any other applicable notice

requirement, and all parties entitled to notice were provided with adequate notice of the Motion

and an adequate opportunity to be heard at the Hearing;

b. Based upon the Debtor’s unrefuted proffer in support of the Motion, and for the

reasons stated on the record, the Stipulation described in the Motion satisfies all the elements of

Wallis v. Justice Oaks II, Ltd., (In re Justice Oaks II, Ltd.), 898 F.2d 1544 (11th Cir. 1990).

Specifically, the Court finds that after consideration of (i) the probability of success in litigation,

(ii) the likely difficulties in collection; (iii) the complexity of the litigation involved, and the

expense, inconvenience and delay necessarily attending it; and (iv) the paramount interest of the

creditors, the Stipulation described in the Motion should be approved; and

c. The Settlement is a good exercise of the Debtor’s business judgment, is fair and

reasonable, and is in the best interest of the creditors of this estate;

Accordingly, it is

1All capitalized terms not defined in this Order shall have the meaning ascribed to such term as set forth in the Motion.


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ORDERED as follows:

1. The Motion is GRANTED and the terms of the Stipulation, as modified on the

record and evidenced by Exhibit “A” to this Order (the “Modified Stipulation”), is

APPROVED and incorporated herein in its entirety.

2. To the extent VCH’s credit bids the amount of its DIP Loan at the Auction, such

consideration shall not constitute consideration for the release of VCH in paragraph 6 of the

Modified Stipulation.

3. The Debtor shall file with the Court an executed copy of the Modified Stipulation

by June 5, 2018.

4. Retention of Jurisdiction. This Court shall retain exclusive jurisdiction over all

matters pertaining to the implementation, interpretation, and enforcement of this Order.

### Submitted By: Peter D. Russin, Esquire Florida Bar No. 765902 [email protected] MELAND RUSSIN & BUDWICK, P.A. Counsel for Debtor in Possession 200 South Biscayne Boulevard, Ste 3200 Miami, Florida 33131 Telephone: (305) 358-6363 Telefax: (305) 358-1221 Copies Furnished To: Peter D. Russin, Esquire, is directed to serve copies of this Order on all parties in interest and to file a Certificate of Service.


UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISIONwww.flsb.uscourts.gov

In re:

MIAMI INTERNATIONAL MEDICAL CENTER,LLC d/b/a THE MIAMI MEDICAL CENTER,

Debtor.

Case No.: 18-12741-LMIChapter 11

STIPULATION (I) ALLOWING CLAIMS OF VARIETY CHILDREN'S HOSPITALD/B/A NICKLAUS CHILDREN'S HOSPITAL, (II) GRANTING A RELEASE TO

VARIETY CHILDREN'S HOSPITAL; (III) RESOLVING THE COMMITTEE’S ANDPHYSICIAN GROUP’S OBJECTIONS TO PROPOSED BID PROCEDURES,

AND (IV) PROVIDING RELATED RELIEF

This stipulation (the "Stipulation") is entered into by and among (i) the Official

Committee of Unsecured Creditors appointed in the above-captioned case (the "Committee");

(ii) Miami International Medical Center, LLC d/b/a The Miami Medical Center ("MIMC" or the

"Debtor"); (iii) Variety Children's Hospital d/b/a Nicklaus Children's Hospital ("VCH"); and (iv)

the parties listed on Exhibit A heretophysician investors of MIMC who timely execute and

return a Consent and Release (as defined below) (collectively, the "Physician Group"). The

Committee, the Debtor, VCH, and the Physician Group are referred to hereafter collectively as

the "Parties," and each individually, a “Party.”

WHEREAS:

The Debtor was established as a Florida limited liability company for theA.

purpose of owning and operating a regional acute care hospital that would provide a limited

suite of medical services.

The Debtor’s members are comprised of (i) Miami Hospital Holdings, LLCB.

(“MHH ”), which owns approximately sixty-nine percent (69%) of the Debtor’s membership

EAST\154428155. 57 1

EXHIBIT A


interests; and (ii) individual physicians and physician groups, which include the Physician

Group, that collectively own thirty-one (31%) of the Debtor’s remaining membership interests

(each a “Physician Investor”).

TheCertain of the Physician Group hasInvestors have formed a steeringC.

committee that is led by Dr. Naaman Abdulah. The Physician Group represents and warrants

that Dr. Abdulah has the authority to act on behalf of the Physician Group and each of the

members of the Physician Group individually with respect to the Debtor’s bankruptcy case

andAbdullah (the “Steering Committee”). Dr. Abdullah, as chairman of the Steering

Committee, approves of this Stipulation., and by executing this Stipulation, Dr. Abdullah and

the Steering Committee recommend that the Physician Investors agree to the terms of this

Stipulation and execute the Consent and Mutual Release Agreement in substantially the form

attached hereto as Exhibit A (the “Consent and Release”).

MHH, in turn, is owned equally by Children’s Health Ventures, Inc. (“CHV”),D.

and NueHealth, LLC. CHV is an affiliate of VCH.

On April 30, 2014, the Debtor entered into that certain Amended and RestatedE.

Lease Agreement (the "Lease") with HC-5959 N.W. 7th Street, LLC ("HC-5959") pursuant to

which the Debtor agreed to lease the land and building housing MIMC (the "Property") from

HC-5959.

In connection with the Lease, VCH signed a guaranty on April 30, 2014 (asF.

amended, the "Lease Guaranty"). The Lease Guaranty provides that VCH "absolutely and

unconditionally guaranties to Lessor the punctual payment in full of all amounts due from

Lessee, and the performance of all obligations of Lessee, under the Lease . . . ."

EAST\154428155. 57 2


On August 4, 2015, MIMC entered into a certain loan agreement (the "LoanG.

Agreement") with MidFirst Bank ("MidFirst") for approximately $40 million (as amended,, as

amended by that certain First Amendment to Loan Agreement and Guarantors’ Consent, dated

as of January 29, 2016, and Second Amendment to Loan Agreement and Guarantors’ Consent,

dated as of June 24, 2016 (collectively, the "Loan Agreement"), pursuant to which MidFirst

Bank agreed to loan MIMC up to $48.4 million (the "Loan"), consisting of a revolving

promissory note in the amount of $11.219.6 million (the "Revolving Note") and a promissory

note in the amount of $28.8 million (the "Term Note"). The Loan was intended to provide

funding for tenant improvements, equipment purchases, and working capital. The Loan was

secured by substantially all assets of MIMC, as evidenced by a security agreement dated

August 4, 2015 signed by the Debtor in favor of MidFirst (the “"Security Agreement”").

Prior to the Debtor executing the Loan Agreement, on or around July 24, 2015,H.

VCH signed a Limited Guaranty Agreement with MidFirst, whereby VCH agreed to be a

limited guarantor on the Loan (the “Loan Guaranty”).

On June 24, 2016, the Debtor and MHH entered into that certain Loan andI.

Note Purchase Agreement pursuant to which MHH loaned $13.0 million to the Debtor (the

“MHH Loan”). Pursuant to that certain Loan and Note Purchase Agreement between CHV

and MHH, CHV funded $6.5 million of the MHH Loan. As of the Petition Date (as defined

below), the MHH Loan remained unpaid.

On December 28, 2017, VCH purchased the Property, the Lease and the LeaseJ.

Guaranty from HC-5959 and thus became the “Landlord” under the Lease with all rights

appurtenant thereto.

EAST\154428155. 57 3


On or about January 24, 2018, VCH entered into that certain Agreement forK.

Note Purchase and Partial Assignment of Security Agreement with MidFirst, by which MidFirst

assigned (the "Assignment") all of its right, title, and interest to the Term Note as well as a

portion of its security interests in certain of the Debtor’s assets under the Security Agreement.

In connection with the Assignment, MidFirst released VCH of its obligations under the Loan

Guaranty.

The Assignment provided for the transfer of MidFirst's first priority securityL.

interest in all of the Debtor's equipment, medical equipment, computer equipment, computer

hardware, computer software, computer software licenses, medical supplies, furniture, and

hospital beds and all proceeds and products thereof (the "Assigned Collateral") as described in

UCC-1 Financing Statement No. 201504643818 filed with the Florida Secured Transaction

Registry to VCH (the "VCH Lien"). The Assignment was further evidenced by that certain

UCC Financing Statement Amendment Form No. 201803973682 (the "UCC Assignment"),

which identifies the Assigned Collateral.

At the time of the Assignment, $26,273,693.19 remained outstanding under theM.

Term Note, which included all principal, interest, costs, expenses and prepayment fees accrued

through the date of the Assignment (the “Secured Debt Amount”).

On February 15, 2018, the Debtor entered into that certain Loan AgreementN.

with VCH, which was subsequently amended on March 8, 2018, through which VCH loaned

the Debtor $2,232,392.03 (the “VCH Loan Agreement”). The VCH loan is evidenced by that

certain Promissory Note dated as of February 15, 2018 by the Debtor in favor of VCH (as

amended on March 8, 2018, the “VCH Note” and together with the VCH Loan Agreement,

the “ Prepetition Credit Agreement” ).

EAST\154428155. 57 4


On March 9, 2018 (the "Petition Date"), the Debtor commenced this case (theO.

"Bankruptcy Case") by filing a voluntary petition for relief under chapter 11 of the Bankruptcy

Code with the United States Bankruptcy Court for the Southern District of Florida, Miami

Division (the “Court”).

On March 22, 2018, the United States Trustee for Region 21 appointed theP.

Committee [ECF #66].

On March 26, 2018, the Committee selected Porzio, Bromberg & Newman,Q.

P.C. and Agentis PLLC to serve as its counsel in this Bankruptcy Case.

As reflected in the Final Order (A) Authorizing Debtor in Possession to ObtainR.

Post-Petition Financing Pursuant to 11 U.S.C. §§ 364(c) and (d) and Fed. R. Bankr. P.

4001(c); and (B) Scheduling a Final Hearing [ECF #156] (the “Final DIP Order”), VCH

agreed to fund the Debtor's post-petition financing needs through a senior secured debtor-in-

possession credit agreement up to the amount of $3,479,304.00 (the "DIP Loan").

Pursuant to the Final DIP Order, the Debtor waived, released and dischargedS.

any and all claims and causes of action against VCH, in its capacity as lender, and its

respective agents, affiliates, subsidiaries, directors, officers, representatives, attorney and

advisors, related to the DIP Loan, the Final DIP Order, the Variety Loan Documents, or the

negotiation of the terms thereof (as such capitalized terms are defined in the Final DIP Order).

Notwithstanding the foregoing, the Final DIP Order provided that the Committee shall have the

right to challenge the validity, amount, extent, perfection, priority or enforceability of VCH’s

prepetition claim or prepetition security interest, so long as such claim, cause of action, or

challenge is made on or before May 3, 2018 (the “Challenge Period”).

EAST\154428155. 57 5


On March 30, 2018, the Debtor filed its Motion to (I) Approve (a) BiddingT.

Procedures, (b) Certain Protections to Stalking Horse Purchaser, (c) Notice Procedures, and

(d) the Asset Purchase Agreement, (II) Authorize the Sale of All or Substantially All of the

Assets of the Debtor Free and Clear of All Liens, Claims, Encumbrances and other Interests,

(III) Authorize the Assumption and Assignment of Certain Executory Contracts and Unexpired

Leases, (IV) Schedule Dates to Conduct Auction and Hearing to Consider Final Approval of

Sale, and (V) Granting Related Relief [ECF #84] (the "Bid Procedures/Sale Motion"). VCH

is the proposed stalking horse bidder for the sale of substantially all of the Debtor’s assets

under the Bid Procedures/Sale Motion.

On April 10, 2018, the Committee filed an objection to the Bid Procedures/SaleU.

Motion [ECF #115] (the “Committee Objection”), which raised issues relating to VCH’s

proposed stalking horse bid thereunder.

On May 7, 2018, certain doctors in the Physician Group (who retained PeterV.

Van Dorn Fullerton, Esq.) filed the Notice of Adoption of the Official Committee of Unsecured

Creditors to Debtors’ Motion for Entry of (A) An Order Approving Bidding Procedures. (B)

Approving Certain Protections to Stalking Horse Purchaser, (C) Approving Notice

Procedures, and (D) An Order (I) Approving the Asset Purchase Agreement, (II) Authorizing

the Sale of All or Substantially All of the Assets of the Debtor Free and Clear of All Liens,

Claims, Encumbrances and Other Interests, (III) Authorizing the Assumption and Assignment

of Certain Executory Contracts and Unexpired Leases, (IV) Scheduling Dates to Conduct

Auction and Hearing to Consider Final Approval of Sale and (V) Granting Related Relief

[ECF #171] (the “Physician Group Objection”).

EAST\154428155. 57 6


To avoid the expense, delay and uncertainty of litigation, the Parties haveW.

concluded that it is appropriate to resolve certain matters relating to issues and claims raised by

the Committee and the Physician Group, including in the Committee Objection and the

Physician Group Objection, in accordance with the terms and conditions of this Stipulation in

order to allow the Parties to pursue a consensual path for proceeding forward in this chapter

11 case that yields a significant benefit to the Debtor, its bankruptcy estate, and all parties-in-

interest.

The resolution of the Debtor’s Bankruptcy Case as soon as practicable willX.

materially reduce the burdens on the Debtor’s estate for the benefit of all parties-in-interest.

NOW, THEREFORE, after good faith, arms-length negotiations, the Parties, intending

to be legally bound, hereby agree as follows:

The Debtor shall submit a proposed form of order that will govern the process1.

of bidding at the auction for substantially all of the Debtor's assets that (i) is in substantially the

same form as the proposed order attached to the Bid Procedures/Sale Motion; and (ii) is

acceptable to both VCH and the Committee (the "Bid Procedures Order"). The Bid

Procedures Order shall, among other things (i) approve VCH as the stalking horse bidder; (ii)

authorize VCH to credit bid the amount of the Secured Debt Amount and DIP Loan on the

Assets (as such term is defined in the Asset Purchase Agreement attached to the Bid

Procedures/Sale Motion) and, among other things, seek the transfer of the Debtor’s AHCA

license to VCH; and (iii) require that (a) the auction occurs on or before June 18, 2018 and (b)

the order approving the sale of substantially all of the Debtor’s assets be entered on or before

June 22, 2018. The Bid Procedures Order shall also provide that the Committee shall have

consultation rights throughout the bidding, auction, and sale process.

EAST\154428155. 57 7


VCH shall have an allowed secured claim in the Bankruptcy Case in the total2.

amount of (i) the Secured Debt Amount and (ii) the total amount advanced under the DIP

Loan (the “Allowed Secured Claim”). VCH shall have the right to credit bid the full amount

of the Allowed Secured Claim in the sale of the Debtor’s assets pursuant to section 363(k) of

the Bankruptcy Code.

In addition to the Allowed Secured Claim, VCH shall have (i) an allowed3.

unsecured claim in the total amount of $2,232,392.03 on account of amounts owed under the

Prepetition Credit Agreement as of the Petition Date; and (ii) an allowed unsecured claim in

the total amount of $5,892,498.60 for accrued and unpaid rent under the Lease as of the

Petition Date (together, the “Allowed Unsecured Claims”).

Upon entry of an order approving this Stipulation becoming final and non-4.

appealable and satisfaction of the Condition Precedent (as defined below), VCH shall wire $1.8

million (the “Settlement Payment”) to an account identified by the Debtor to be held in trust by

counsel to the Debtor and distributed in accordance with this Stipulation. The Parties intend

that the Settlement Payment shall be distributed as follows: (i) $209,528.03 shall be used for

the singular purpose of paying in full allowed priority claims against the Debtor's estate (the

"Priority Fund"), with any remaining balance of the Priority Fund after payment of all priority

claims to be contributed to the Unsecured Creditor Fund; and (ii) $1,590,472.00 will be used

for the sole purpose of paying the Committee’s administrative and professional expenses, the

PCLV's (as defined below) administrative and professional expenses, pursuing causes of action

that may yield a recovery to enhance the value of the Unsecured Creditor Fund, objecting to

claims, and making distributions to the Debtor's general unsecured creditors (the "Unsecured

Creditor Fund").

EAST\154428155. 57 8


No distributions shall be made to any party from the Priority Fund or the5.

Unsecured Creditor Fund without further order of the Court. Notwithstanding the intent of the

Parties, if the Court enters an order providing for distributions from the Priority Fund or the

Unsecured Creditor Fund in a manner not intended by paragraph 4 of this Stipulation, all other

provisions of the Stipulation shall remain binding on all Parties.

Upon payment of the Settlement Payment, the Debtor and its estate (including6.

the Committee acting with derivative standing) shall be deemed to release, acquit and forever

discharge VCH and VCH’s subsidiaries (including, without limitation, CHV), affiliates, parent

company, officers, directors, shareholders, agents, employees, attorneys, representatives, as well

as the respective heirs, personal representatives, successors and assigns of any and all of them

(collectively, the “VCH Released Parties”) from any and all actions, claims, demands, debts,

causes of action, suits, defenses, indebtedness, agreements, obligations and liabilities of any

kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or

tort, at law or in equity, which the Debtor and its estate (including the Committee acting with

derivative standing) has had or now or might hereafter have against the VCH Released Parties,

jointly or severally, for or by reason of any matter, cause or thing whatsoever.

The Debtor, in consultation with the Committee, agrees to pursue confirmation7.

of a chapter 11 plan of liquidation (the "Liquidating Plan") with a confirmation hearing date

scheduled for the earliest date permitted by the Court after entry of an order approving the sale

of the Debtor's assets pursuant to the Bid Procedures/Sale Motion. The Parties agree that the

Liquidating Plan shall be consistent with this Stipulation and shall propose for the release of

the VCH Released Parties by all third parties not subject to this Stipulation. The Parties agree

EAST\154428155. 57 9


that the Settlement Payment and DIP Loan constitute fair and adequate consideration for the

release of the VCH Released Parties under this Stipulation and the Liquidating Plan.

The Debtor, in consultation with the Committee, shall designate a post-8.

confirmation liquidating vehicle (e.g., liquidating trust or post-confirmation plan administration,

the "PCLV") to be established pursuant to the Liquidating Plan. The Committee shall

designate, in consultation with the Debtor and subject to approval of the Court, a committee to

oversee the PCLV (the "Oversight Committee") and a PCLV fiduciary to manage the affairs of

the PCLV, subject to the oversight of the Oversight Committee.

All remaining rights and claims of the Debtor's estate at the time of confirmation9.

of the Liquidating Plan, including but not limited to the right to object to claims or to pursue

causes of actions including, but not limited to actions under Chapter 5 of the Bankruptcy

Code, shall be vested with the PCLV upon confirmation of the Liquidating Plan.

Upon the filing of a proof of claim by any party included in the Physician Group10.

listed on Exhibit A hereto, counsel to such party shall provide a copy of the filed claim to

counsel for the Debtor. The Debtor agrees that, within sixty (60) days following receipt of any

such filed proof of claim by its counsel, the Debtor shall inform the party filing such proof of

claim whether the Debtor finds the claim objectionable or whetherwants any additional

information is required to analyze the allowance of the claim. The party filing the proof of

claim shall provide the requested information to the Debtor’s attorney within seven (7) days of

such request. If the Debtor’s attorney is not seeking any additional information, the Debtor

shall file any objection it has to the claim within sixty (60) days from the filing of the claim. If

the Debtor’s attorney is seeking and has timely requested additional information to evaluate

and analyze the claim, the Debtor shall file any objection it has to the claim within thirty (30)

EAST\154428155. 57 10


days from its receipt of the claimant’s response to the Debtor’s request for additional

information. The failure of the Debtor to timely object shall operate as a waiver of the

Debtor’s right to object to said claim. To the extent the Committee participates in this claims

(and claims objection) process, it is bound by the same deadlines as to the Debtor and the

Debtor’s counsel. The Parties agree to seek expedited relief on any matters arising from this

agreed upon claims process.

VCH shall have plan voting rights to the extent of its Allowed Unsecured11.

Claims against the Debtor, provided, however, that neither VCH nor its affiliates shall

participate in or receive distributions on account of the Allowed Unsecured Claims against the

Debtor. Any distribution to unsecured creditors that VCH or any of its affiliates would

otherwise be entitled to shall be allocated to the Unsecured Creditor Fund for distribution to

the Debtor's other general unsecured creditors.

VCH agrees to meet and confer (the “Meet and Confer”) in good faith with the12.

parties that are included in the Physician Group listed on the attached Exhibit A with regard

to potential business opportunities. However, nothing in this paragraph shall be deemed to

create an obligation on the part of VCH or its affiliates or representatives to contract with or

make any commitments to any members of the Physician Group. The Meet and Confer shall

be limited to VCH and seven (7) members of the Physician Group (including any counsel and

consultants) (the “Meet and Confer Representatives”). The Meet and Confer shall occur on or

before June 15, 2018, unless such deadline is otherwise extended by agreement of VCH and

the Meet and Confer Representatives.

Except as otherwise agreed to in this Stipulation or in prior orders of the Court,13.

the Parties acknowledge and agree that neither VCH nor any of its affiliates shall have any

EAST\154428155. 57 11


further obligation to the Debtor, the Debtor’s estate, the Debtor’s creditors, the Committee or

the Physician Group.

Any Physician Investor that desires to join in this Stipulation must execute the14.

Consent and Release and return it to counsel to VCH on or before May 23, 2018 at 5:00 p.m.

(EST). Mr. Peter Van Dorn Fullerton, Esq. shall provide each Physician Investor with a copy

of this Stipulation and the Consent and Release and advise them of the deadline set forth in

this paragraph on or before May 21, 2018. If less than twenty-five (25) Physician Investors

timely execute the Consent and Release, then paragraphs 10 and 12 of this Stipulation shall be

deemed voided and the Physician Investors shall be excluded from this Stipulation, however,

the balance of the Stipulation as between the Debtor, VCH and the Committee shall remain

enforceable.

14. Upon execution of this Stipulation by all Parties, the Debtor shall file a15.

motion with the Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”) in a form reasonably acceptable to the parties seeking approval of

this Stipulation no later than May 18, 2018 at 12:00 p.m. (EST) (the “9019 Motion”).

Concurrently with the filing of the 9019 Motion, the Debtor shall move on an ex parte basis to

shorten the time for the Court to consider the 9019 Motion, such that the Court shall hear the

9019 Motion on Monday, May 21, 2018 at 1:30 p.m. EST.

15. Upon Court approval of the 9019 Motion, the Committee Objection and16.

Physician Group Objection shall be deemed withdrawn.

16. The Challenge Period and the deadline by which the Committee may file a17.

supplemental objection to the Bid Procedures/Sale Motion, as previously extended by Orders of

the Court at ECF #166, 172, 177, and 184, are hereby extended and preserved until such time

EAST\154428155. 57 12


as the order approving the 9019 Motion becomes a final, non-appealable order; provided,

however, that in the event the Court denies approval of the 9019 Motion, the foregoing

deadlines shall be extended and preserved until the date that is on or before three (3) business

days after the date on which the Court enters an order denying approval of the 9019 Motion

or this Stipulation is voided (the "Extension").

17. The provisions of this Stipulation shall be subject to and conditioned on (i)18.

the execution of a mutual release, in a form reasonably acceptable to VCH and the Physician

Group related to claims outside of the Bankruptcy Case on or before May 21, 2018 at 10:00

a.m.; and (ii) the approval by the Court pursuant to Bankruptcy Rule 9019 (the “Conditions

Precedent”). If either of the Conditionsthe Condition Precedent is not satisfied, this Stipulation

shall be void in its entirety and without any legal force or effect or evidentiary value, other

than the Extension provisions set forth in paragraph 1617 hereof, which shall remain valid and

binding on the Parties.

18. In the event this Stipulation shall become void pursuant to paragraph 171819.

of this Stipulation, neither the terms nor statements contained in this Stipulation, the 9019

Motion, any correspondence related to the negotiation, drafting, or approval of this Stipulation,

nor any draft of this Stipulation shall be argued or deemed to be a waiver of any claims or an

admission against any of the Parties' interest in any litigation by and among the Parties, other

than with respect to the Extension provisions set forth in paragraph 1617 hereof, which shall

remain valid and binding on the Parties.

19. The Parties declare that in making this Stipulation they rely entirely upon20.

their own judgment, beliefs, and interest and, where applicable, the advice of their own

counsel, and that they each had a reasonable period of time to consider this Stipulation.

EAST\154428155. 57 13


20. This Stipulation and its provisions may not be modified, amended, waived or21.

supplemented except in a writing signed by each of the Parties and approved by the Court.

21. Each person whose signature appears hereon individually represents and22.

warrants to all Parties hereto that he or she has been duly authorized, and has full authority, to

execute this Stipulation on behalf of the entity on whose behalf this Stipulation is executed.

22. This Stipulation shall be construed as if all Parties jointly prepared it and any23.

uncertainty or ambiguity shall not be interpreted against any Party.

23. This Stipulation may be executed in any number of counterparts and by24.

facsimile or Adobe "pdf", each of which shall be an original, with the same effect as if the

signatures hereto were upon the same instrument.

24. This Stipulation shall be governed by, and construed in accordance with, the25.

internal laws of the State of Florida, and to the extent applicable, the Bankruptcy Code and

related laws, without regard to any conflict of laws principles.

25. The Court shall retain exclusive jurisdiction to resolve any disputes or26.

controversies arising from or related to this Stipulation.

[Remainder of page intentionally blank]

EAST\154428155. 57 14


AGREED TO BY:

OFFICIAL COMMITTEE OF UNSECUREDCREDITORS

By:

VARIETY CHILDREN'S HOSPITAL d/b/aNicklaus Children’s Hospital, a not for profitFlorida corporation

By:

MIAMI INTERNATIONAL MEDICALCENTER, LLC

By:

Dr. Naaman Abdulah, as authorizedrepresentative of the Physicians Group

DR. NAAMAN ABDULLAH, as Chairman ofthe Steering Committee

By:

EAST\154428155. 57 15


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