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Dated: 03/13/12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------------IN RE: ) ) CHURCH STREET HEALTH MANAGEMENT, LLC, ) 1 ) et al. ) Debtors ) ------------------------------------------------------------------------

Chapter 11 Case No. 12-01573 (Joint Administration Pending)

EXPEDITED ORDER PURSUANT TO BANKRUPTCY CODE 331 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS Upon consideration of the motion (the Motion)2 of Church Street Health Management, LLC (CSHM) and its affiliated debtors, as debtors-in-possession (collectively, the Debtors), seeking an expedited order establishing procedures for interim compensation and reimbursement of expenses of professionals; and it appearing that the Court has jurisdiction to consider the Motion; and it appearing that such relief will be in the best interests of the Debtors creditors and estates, and will further the economic and efficient administration of these cases; and it
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). Capitalized terms use but not defined herein shall have the meanings ascribed to such terms in the Motion.
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appearing that notice of the Motion was adequate and proper under the circumstances of these cases; and it appearing that no other or further notice of the Motion need be provided; and after due deliberation; and good and sufficient cause appearing therefor; it is hereby: ORDERED that the Motion is GRANTED in full; and it is further ORDERED that the following Compensation Procedures are hereby approved in these cases: (a) No less than ten (10) days following the end of each calendar month,

beginning with February 2012, each Professional seeking interim compensation shall deliver a cover letter and billing statement (and to the United States Trustee, the billing statement in appropriate electronic format) requesting compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (each a Fee Request) to (i) the Debtors, Church Street Health Management, LLC, 618 Church Street, Suite 520, Nashville, TN 37219, Attn. Sheila W. Sawyer, General Counsel and Chief Administrative Officer; (ii) proposed counsel to the Debtors, Waller Lansden Dortch & Davis, LLP, Nashville City Center, 511 Union Street, Suite 2700, Nashville, TN 37219, Attn: Katie G. Stenberg, Esq., (iii) the Office of the United States Trustee for the Middle District of Tennessee, 701 Broadway, Suite 318, Nashville, Tennessee 37203, Attn: Beth R. Derrick, Esq.; (iv) counsel to the agent for the Debtors prepetition secured lender; (v) counsel to agent for the Debtors postpetition secured lender; and (vi) proposed counsel to the official committee of unsecured creditors, Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., 211 Commerce Street, Suite 800, Nashville, Tennessee 37201, Attention: John H. Rowland, Esq. (collectively, the Notice Parties).

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(b)

Each Notice Party shall have ten (10) days following receipt of the Fee

Request, to object thereto (the Objection Deadline) by delivering a written objection to the Professional which shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such objection (each, a Fee Objection). Following the receipt of a Fee Objection, the Professional and the objecting Notice Party shall attempt to resolve the Fee Objection. If a resolution is reached, notice of such resolution shall be provided to the Notice Parties within two (2) business days of the resolution. If a resolution cannot be reached within five (5) calendar days following receipt of the Fee Objection, the affected Professional shall be entitled to file a motion to set the matter for hearing on the next available omnibus hearing date, along with a response to the Fee Objection. (c) If no Fee Objections are raised prior to the expiration of the Objection

Deadline, or the Fee Objection contests a specific part of the billed fees and expenses, the Debtors are authorized to pay each such Professional an amount (the Actual Interim Payment) equal to 85 percent of the uncontested fees and 100 percent of the uncontested expenses requested in the Fee Request, and each Professional is further authorized to apply any retainer in payment of the Actual Interim Payment. Accordingly, each Fee

Request shall be subject to a 15% holdback for fees (the Holdback). (d) The first such Fee Request shall cover the period from the Petition Date

through February 29, 2012. (e) Beginning with the period ending March 31, 2012, at no shorter than

three-month intervals, each of the Professionals may file with the Court and serve on the Notice Parties a request (an Interim Fee Application Request) for interim Court

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approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses sought in the Fee Requests filed during such three-month period, and any other amounts sought by the Professional for such period (the Interim Fee Period). The Interim Fee Application Request must identify the Fee Requests that are the subject of the Interim Fee Application Request and any other information requested by the Court or required by the Local Rules of Court for the United States Bankruptcy Court for the Middle District of Tennessee (as amended, the Local Rules). Each Professional must file its first Interim Fee Application on or before May 15, 2012, and the first Interim Fee Application Request should cover the Interim Fee Period from the Petition Date through March 31, 2012. An electronic form of the interim fee application with time and expense detail will be provided electronically to the United States Trustee pursuant to Local Rule 2016-1. The Debtors may request that a hearing be held every three months or at such other intervals as the Court deems appropriate. (f) If the Interim Fee Application Request is approved by the Court, the

Debtors are authorized to pay 100% of the approved fees and expenses to the professionals, including specifically, the Holdback; (g) A Final Fee Application shall be filed by each Professional within thirty

(30) days of the last services provided, but in any event prior to the dismissal or closure of the case; and its is further ORDERED that the Debtors shall: (a) Send a notice of Interim Fee Application Requests (the Notice),

indicating the amounts sought, objection date, and hearing date, which Notice shall be served on the Notice Parties, plus (i) any official committee appointed in these cases, or the ten largest

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unsecured creditors of each affected Debtor if no committee has been appointed, and (ii) any party requesting notice in these cases; and (b) If any party that has received only a Hearing Notice requests a copy of any

of the fee applications, furnish that party with the requested copies at the Debtors expense; and it is further ORDERED that each member of any committee appointed in these cases (once appointed) is permitted to submit statements of expenses (excluding fees and expenses of the Committee members counsel) and supporting documentation to counsel for the Committee, who will collect and submit such requests for reimbursement in accordance with the foregoing procedure for monthly and interim and final compensation and reimbursement of Professionals; and it is further ORDERED that the Debtors will include all payments made to Professionals and the Committee in accordance with the compensation procedures in its monthly operating reports identifying the amount paid to each of the Professionals; and it is further ORDERED that failure to make a Fee Objection to any Fee Request will not prejudice the rights of any party, including the United States Trustee, to object to the same fees in connection with the appropriate Interim or Final Fee Application; and it is further ORDERED that the foregoing procedures will apply in the cases of any subsequently filed Debtors with whom these cases are administratively consolidated.

THIS ORDER WAS SIGNED AND ENTERED ELECTRONICALLY AS INDICATED AT THE TOP OF THE FIRST PAGE.

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Approved for Entry by: _______ /s/ John C. Tishler 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 Counsel for Debtors and Debtors in Possession

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This Order has Been electronically signed. The Judge's signature and Court's seal appear at the top of the first page. United States Bankruptcy Court.

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