EXTENSION OF LETTER OF CREDIT AND AMENDMENT TO FEE AGREEMENT THIS EXTENSION OF LETTER OF CREDIT AND AMENDMENT TO FEE AGREEMENT dated as of May 1, 2013 (this "Amendment") by and between BAYCARE HEALTH SYSTEM, INC. ("BHS"), ST. JOSEPH'S HEALTH CARE CENTER, INC. ("SJHCC"), ST. JOSEPH'S HOSPITAL, INC. ("SJH"), ST. ANTHONY'S HOSPITAL, INC. ("SAW), MORTON PLANT HOSPITAL ASSOCIATION, INC. ("MPHA"), MORTON PLANT MEASE HEALTH CARE, INC. ("MPMHC"), SOUTH FLORIDA BAPTIST HOSPITAL, INC. ("SFBH"), and TRUSTEES OF MEASE HOSPITAL, INC. ("TOMH", collectively, the "Borrowers" and each a "Borrower"), each, a not-for-profit corporation located within and incotporated under the laws of the State of Florida and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank") are parties to a Reimbursement Agreement, dated as of April 1, 2009, as amended (the "Agreement"). WITNESSETH: WHEREAS, pursuant to the Agreement, the Bank issued an irrevocable, transferable direct pay letter of credit (the "Letter of Credit") as security for $75,000,000 in aggregate principal amount of Pinellas County Health Facilities Authority Health System Revenue Bonds, BayCare Health System Issue, Series 2009A-1 (the "Bonds"); and WHEREAS, in connection with the Agreement and the issuance of the Letter of Credit and the othe1· transactions contemplated by the Agreement, the Botrowers and the Bank entered into that certain Fee Agreement dated as of April 1, 2009, as amended (the "Fee Agreement"); and WHEREAS, the Borrowers and the Banlc have agreed to fmiher amend the Fee Agreement upon the terms and conditions set forth in this Amendment and in reliance on such agreement have agreed to extend the term of the Letter of Credit. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto, intending to be legally bmmd, hereby agree as follows: 1.

Definitions.

Capitalized tenus used herein but not defined or amended herein shall have the meanings ascribed thereto in the Agreement or the Fee Agreement, as applicable. 2.

Amendment to Fee Agreement.

Section l(a) of the Fee Agreement is amended such that, effective as of Aprill, 2013, the aruma! fee payable for maintaining the Letter of Credit shall be determined as follows. Such fee shall be calculated and payable in the manner provided in Section l(a) of the Existing Fee Agreement.

LEGAL02/34086214vl

LOCFee

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