IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE -----------------------------------------------------------------------IN RE: ) ) CHURCH STREET HEALTH

MANAGEMENT, LLC, ) ) et al. 1 ) Debtors ) ------------------------------------------------------------------------

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

EXPEDITED ORDER APPROVING EXPEDITED APPLICATION OF DEBTORS FOR AN EXPEDITED ORDER PURSUANT TO FED. R. BANK. P. 2014(a) AND 11 U.S.C. 327(a) AND 328(a) AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORGAN JOSEPH TRIARTISAN LLC AS INVESTMENT BANKER TO THE DEBTORS AS OF FEBRUARY 21, 2012 Upon consideration of the application (the Application)2 of Church Street Health Management, LLC (CSHM) and its affiliated debtors, as debtors-in-possession (collectively, the Debtors), seeking entry of an order, pursuant to Bankruptcy Rule 2014(a) and sections 327(a) and 328(a) of Title 11 of the Bankruptcy Code, authorizing and approving the Debtors retention of Morgan Joseph TriArtisan LLC (Morgan Joseph) as Investment Banker (Investment Banker) in these cases effective as of February 21, 2012; and it appearing that the
1 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. 12-01576), EEHC, Inc. (4973; Case No. 12-01577). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Application.
2

Court has jurisdiction to consider the Application; and it appearing that joint administration and procedural consolidation of these cases 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 appearing that notice of the Application was adequate and proper under the circumstances of these cases; and it appearing that no other or further notice of the Application need be provided; and upon the Application, including without limitation the Retention Affidavit, wherein it appears that (a) Morgan Joseph does not, by reason of any direct or indirect relationship to, connection with or interest in the Debtors, hold or represent any interest adverse to the Debtors, their estates or any class of creditors or equity interest holders with respect to the matters upon which it is to be engaged, and is not connected with the Debtors, their creditors, other parties-ininterest, the United States Trustee or anyone employed by the Office of the United States Trustee, with respect to the matters upon which it is to be engaged; (b) Morgan Joseph is a disinterested person within the meaning of sections 101(14), 327 and 1107(b) of the Bankruptcy Code, and the proceedings before the Court; and after due deliberation; and good and sufficient cause appearing therefor; it is hereby: ORDERED that the Application is granted in full; and it is further ORDERED that for the reasons set forth in the Application, that the Debtors are hereby authorized to retain Morgan Joseph, effective as of February 21, 2012, as Investment Banker in these chapter 11 cases for the purposes set forth in the Application and on the terms and conditions in Retention Agreement annexed to the Application as Exhibit B; and it is further ORDERED that the Retention Agreement is approved pursuant to section 328(a) of the Bankruptcy Code, including without limitation the indemnification obligations, which

obligations, terms and conditions are found to be reasonable and necessary under the circumstances; and it is further ORDERED that Morgan Joseph shall not be required to maintain or submit to the Court records of detailed time entries in connection with professional services described in the Application, or submit interim or final fee applications; provided, in order to demonstrate the services provided by Morgan Joseph to the Debtors, each month Morgan Joseph will file a schedule that identifies those professionals which have provided services on behalf of the Debtors and that provides a general description of the services performed by such professionals (the Statements); and it is further ORDERED, that the Debtors are hereby authorized to pay, without further order of this Court, the reasonable fees and expenses of Morgan Joseph as set forth in the Retention Agreement, incurred in connection with services rendered to the Debtors as Investment Banker, from the assets of the Debtors estates, upon Morgan Josephs submission of the Statements; and it is further ORDERED that Morgan Joseph shall, on a monthly basis, submit copies of the Statements to the Office of the United States Trustee and counsel for any statutorily appointed committee in this case pursuant to section 1102 of the Bankruptcy Code; and it is further ORDERED that fee applications filed by Morgan Joseph shall be subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code, and not subject to the review set forth in section 330 of the Bankruptcy Code; and it is further ORDERED that to the extent that there may be any inconsistency between the terms of the Application, the Retention Agreement, or this Order, the terms of this Order shall govern; and it is further

ORDERED that the Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application; and it is further ORDERED that the requirements of Rule 6003(a) have been met in that irreparable harm would accrue to the Debtors estates if Morgan Joseph were not retained as set forth herein and refused to perform services under the Retention Agreement immediately; and it is further ORDERED that the terms of this Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that this Court shall retain exclusive jurisdiction to enforce and interpret the terms of this Order. THIS ORDER WAS SIGNED AND ENTERED ELECTRONICALLY AS INDICATED AT THE TOP OF THE FIRST PAGE.

Approved for Entry by: /s/ Katie G. Stenberg_______ 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 Attorneys for the Debtors and Debtors in Possession