ORDER TO SHOW CAUSE THIS MA TIER having been opened to the Court by St. Michael's Medical Center, Inc.

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1 COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey (201) Attorneys for Saint Michael's Medical Center, Inc., Petitioner IN THE MATTER OF THE APPROVAL OF THE SALE OF THE ASSETS OF SAINT MICHAEL'S MEDICAL CENTER, INC. PURSUANT TO N.J.S.A. 26:2H-7.10, et seq. SUPERIOR COURT OF NEW JERSEY CHANCERY DIVISION: ESSEX { b UNTY DOCKET NO. ESX-C- 5 ']- Civil Action ORDER TO SHOW CAUSE THIS MA TIER having been opened to the Court by St. Michael's Medical Center, Inc. (''SMMC," the "Hospital" or the "Petitioner"), by and through its attorneys, Cole Schotz P.C., and the Report of the Acting Attorney General dated March 7, 2016 (the "AG Report"), and the Com1 having considered the Verified Complaint and Brief in support of the application, and the Court having determined that this matter should proceed by way of Order to Show Cause; and le, IT IS ORDERED on thil1 ay of r'ytuvdv, 2016: for good cause shown: 1. Any interested party must show cause before the Honorable Walter Koprowski, Jr., P.J. Ch.. a Judge of the Superior Court of the State of New Jersey, Chancery Division, General Equity, Essex County Courthouse, Wilentz Justice Complex - 8th Floor, 212 Washington Street, Newark, New Jersey 07102, on the day of f:rr,\, 2016 at LL:1)0(1.Jn. (prevailing Eastern Time), or as soon thereafter as counsel may be heard, why a final judgment should not be entered approving the application of SMMC for this Court's approval, pursuant to N.J.S.A. 26:2H-7.10 et seq., of the proposed sale of the assets owned by

2 SMMC to Prime Healthcare Services - Saint Michael's, LLC, a Delaware limited liability company ("Prime"). 2. A copy of this Order to Show Cause, the Verified Complaint, the Brief in support thereof, the AG Report, and the Proposed Final Order shall, on cl Q.._;{, 2016, be served by overnight delivery or personal service on the Acting Attorney General of New Jersey, to the attention of Deputy Attorney General Jay A. Ganzman, Esq. at the R.J. Hughes Justice Complex, Department of Law and Public Safety, Division of Law, 25 Market St., P.O. Box 106, Trenton, New Jersey A copy of this Order to Show Cause, the Verified Complaint, the Brief in support thereof, the AG Report, and the Proposed Final Order and the notice attached hereto as Exhibit A (the "Notice") shall, on M d.a,, :i \, 2016, be served by overnight delivery or personal service upon the persons on the Service List attached hereto as Exhibit B, who have filed written comments and/or appeared and made a statement at a public hearing conducted in this matter, other than those appearing as a representative of the parties to the transaction. 4. A copy of the Notice shall, on r}'\afda Z;/, 2016, be served by ordinary mail upon the individuals who submitted postcard comments on the transaction or signed petitions, who are identified on Exhibit C attached hereto. 5. As provided in the Notice, SMMC shall make available for public inspection and review at Saint Michael's Medical Center, 111 Central Avenue, Newark, New Jersey 07102, and shall post on online at or a copy of this Order to Show Cause, the Verified Complaint, the Brief in support thereof, the AG Report, the Proposed Final Order, and all other papers that are submitted to the Court in this matter

3 6. SMMC shall cause a conformed version of the Notice to be published one time in The Star Ledger, Luso Americano (Portuguese), and El Nuevo Coqui (Spanish), three newspapers of general circulation in Essex County, as soon as practicable and no later than 7. Any objection or other written response to the relief sought by the Verified Complaint must be filed with the Court and served upon SMMC's counsel, to the attention of Michael D. Sirota, Esq., at Cole Schotz P.C., 25 Main Street, P.O. Box 800, Hackensack, New Jersey 0760 l, with a copy to (i) the Acting Attorney General of New Jersey, to the attention of Deputy Attorney General Jay A. Ganzman, Esq. at the R.J. Hughes Justice Complex, Department of Law and Public Safety, Division of Law, 25 Market St., P.O. Box 106, Trenton, New Jersey 08625; and (ii) Prime's counsel, to the attention of Jeffrey S. Brown, Esq., at Garfunkel Wild, P.C., 411 Hackensack Avenue, 5th Floor, Hackensack, New Jersey 0701, by overnight delivery or personal service on or before fy\uj(o;i. 2, [, If no interested party serves and files an objection to the relief sought in the Verified Complaint within the time set forth herein, judgment shall be entered for the relief sought in the Verified Complaint. q P«:k\ J 1\(SY\ fv\a,l,stfil 0./(\<AS«vt, Ck.,re,p U/\ WAf1 to OJ\Lf_ r\- l-? (h.o..x-c:k.., 3 l, 2 o It,.!<. I L\. p J (\\}JS* btt ft v. C <lc. o -Supe,,r1W Co"r-+.so MG\. P f kb J\l IL Lt ( CV.. J

4 EXHIBIT A Notice

5 Cole Schotz P.c. Michael D. Sirota Member Admitted in NJ and NY Reply 10 New Jersey Office Writer's Direct line, Wriier's Oiretr Fax Write,'s E Moil: msiroto@coleschotz..com Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ fox New York Delaware Maryland Texas March 11, 2016 Matter of the Sale of Saint Michael's Medical Center, Inc. Superior Court of New Jersey, Chancery Division - Essex County Docket No. ESX-C ( b Dear Sir or Madam: I am writing to you because you submitted a written comment (via letter or petition) regarding the sale of the charitable assets of Saint Michael's Medical Center, Inc. ("Saint Michael's") to Prime Healthcare Services - Saint Michael's, LLC ("Prime"), which was presented to the Acting Attorney General for the State of New Jersey. As this proceeding moves forward you have the right under the Community Healthcare Assets Protection Act ("CHAPA") [N.J.S.A. 26:2H (1)), to receive notice of an upcoming Court hearing during which the sale will be reviewed. You also have the right to participate as a party if you so desire. You are not required to participate in the Court hearing or to respond to this notice in any way. At ll: 00 A.m. (prevailing Eastern Time) on r ( '1, 2016, the Honorable Walter Koprowski, Jr., P.J. Ch., a Judge of the Superior Court of the State of New Jersey (the "Superior Court"), Chancery Division, General Equity, will hear Saint Michael's request (called a "Verified Complaint") that the Superior Court approve the sale of Saint Michael's to Prime subject to the conditions established by the Acting Attorney General for the State of New Jersey and the Acting Commissioner of the Department of Health as required under CHAP A. The courtroom is located in the Essex County Courthouse, Wilentz Justice Complex - 8th floor, 212 Washington Street, Newark, New Jersey The Verified Coi;nplaint and all other papers that have been submitted to the Superior Court (including copies of the Acting Attorney General's recommendation) are available for review online at or In addition, you can review copies of these documents at Saint Michael's Medical Center, Inc., 111 Central Avenue, Newark, New Jersey

6 lf51t If you int. nd to - W ear an participate in the hearing 0f 1 submit a written response to the Venfied Complamt, you must aot1fy the chambers of the Honorable Walter Koprowski, Jr., P.J. Ch., in writing at the above address by '{_:_5;) /L.m. (prevailing Eastern Time) on fy\ & c-1(, Please include the above referenced docket number on any communications with the Superior Court. Please provide a copy of any communication you send to the Superior Court to the following persons: 1. Jay A. Ganzman, Esq. Deputy Attorney General Tax, Bankruptcy and Debt Recovery Section R.J. Hughes Justice Complex Department of Law and Public Safety Division of Law 25 Market St. P.O. Box 106 Trenton, New Jersey Jay.Ganzman@dol.lps.state.nj.us 2. Michael D. Sirota, Esq. Cole Schotz P.C. 25 Main Street P.O. Box 800 Hackensack, New Jersey msirota@coleschotz.com 3. Stewart A. Cunningham, Esq. Vice President of Legal Services Saint Michael's Medical Center I 11 Central A venue, C-6 Newark, New Jersey scunningham@smmcnj.org 4. Jeffrey S. Brown, Esq. Garfunkel Wild, P.C. 4 I 1 Hackensack A venue, 5th Floor Hackensack, New Jersey 0701 jbrown@garfunkelwild.com COLE SCHOTZ, P.C. By: Attorneys for Saint Michael's Medical Center, Inc

7 EXHIBIT B Service List Save Saint Michael's Coalition Vincent Huggins c/o Bishop Jethro James President Paradise Baptist Church National Staffing Associates, Inc I 5th Avenue 80 Main St. Newark, NJ Suite 300 West Orange, NJ Mr. Dhiren Amin Manuel Santos President Santos Flowers and Gifts Indian Business Association 10 Wilson Ave Oak Tree Rd. Newark, NJ #260 Edison, NJ Pastor Twanna Gause Mark Vegas clo NJCRI Managing Member 393 Central A venue, 2nd Fl. On The Mark Graphics Newark, NJ I 04 Edgewood Drive Florham Park, NJ Gayle Chaneyfield Jenkins New Jersey Appleseed Councilwoman Public Interest Law Center of NJ Newark City Central Ward Attn: Renee Steinhagen, Executive Director Newark City Hall 744 Broad Street, Suite Broad Street Newark, NJ Newark, NJ Doug Placa, JNESO, Executive Director, The Honorable Ronald L. Rice 1225 Livingston Ave. Senator North Brunswick, NJ th Legislative District I 044 South Orange Ave. Newark, NJ Ayana Webb Honorable Anibal Ramos, Jr. 33 Hillside Ave. Councilman Montclair, NJ City Hall, Room Broad St. Newark, NJ Elf r ieda V. Johnson clo Saint Michael's Medical Center, Inc. I I I Central Ave. Newark, NJ The Honorable Bob Gordon Senator 38th Legislative District Plaza Road P.O. Box 398 Fair Lawn, NJ 07410

8 Josephine Punta The Honorable Scott T. Rumana 52 Heckle Street Assemblyman Belleville, NJ th District Wayne Plaza II West, Suite 108 Wayne, N.J Committee of Interns & Residents, SEIU The Honorable Nellie Pou 520 Eighth Ave., Suite 1200 Senator New York, NY, th District I 00 Hamilton Plaza, Suite 1405 Paterson, NJ Edward C. Halperin, MD The Honorable Benjie E. Wimberly New York Medical College Assemblyman 40 Sunshine Cottage Road 35th District Valhalla, New York I 00 Hamilton Plaza, Suite 1405 Paterson, NJ Essex County Board of Chosen Freeholders The Honorable Sheila Y. Oliver Assemblywoman Attn: Deborah Davis Ford, Clerk of the Board I IO I Laurel Oak Road Hall of Records, Room 558 Suite 150 Voorhees, NJ Dr. Martin Luther King, Jr. Blvd Newark, NJ Kenneth Louis The Honorable Louis D. Greenwald City Clerk Assembly Majority Leader City of Newark 110 l Laurel Oak Road Newark, NJ Suite 150 Voorhees, NJ

9 EXHIBITC Individuals Who Submitted Postcards or Signed Petitions 1. All SMMC employees. 2. All SMMC physicians.

10 Directory of Superior Court Deputy Clerk's Offices County Lawyer Referral and Legal Services Offices ATLANTIC COUNTY: Civil Division, Direct Filing 120 I Bacharach Blvd., First Fl. Atlantic City, NJ BERGEN COUNTY: Civil Division, Room 115 Justice Center, IO Main St. Hackensack. NJ 0760 I BURLINGTON COUNTY: Central Processing Office Ann:.Judicial Intake J-'irst Fl.. Courts Facility 49 Rancocas Rd. Mt. Holly, NJ CAMDEN COUNTY: Civil Processing Office Hall of Justice I st Fl.. Suite 150 IO I South 5 1h Street Camden, NJ CAPE MAY COUNTY: 9 N. Main Street Cape May Court House, NJ CUMBERLAND COUNTY: Civil Case Management Office 60 West Broad Street P.O. Box 10 Bridgeton, NJ ESSEX COUNTY: Civil Customer Service Hall of Records, Room Dr. Martin Luther King Jr. Blvd. Newark, NJ (609) (609) (20 I) (20 I) (609) ( 609) (856) (856) IO (609) (609) I (856) (856) (973) (973) Directory of Superior Court Deputy Clerk's Offices I County Lawyer Referral and Legal Services Revised 08/21/2013, CN: Page 1 of 3

11 GLOUCESTER COUNTY: Civil Case Management Office Attn: Intake First Fl., Court House I North Broad Street Woodbury, NJ HUDSON COUNTY: Superior Court, Civil Records Dept. Brennan Court House--! st Floor 583 Newark Ave. Jersey City, NJ HUNTERDON COUNTY: Civil Division 65 Park A venue Flemington. NJ MERCER COUNTY: Local Filing Office, Courthouse 175 S. Broad Street, P.O. Box 8068 Trenton. NJ MIDDLESEX COUNTY:, Middlesex Vicinage 2nd Floor - Tower 56 Paterson Street, P.O. Box 2633 New Brunswick, NJ MONMOUTH COUNTY: Court House P.O. Box 1269 Freehold, NJ MORRIS COUNTY: Morris County Courthouse Civil Division Washington and Court Streets P. 0. Box 910 Morristown, NJ OCEAN COUNTY: 118 Washington Street, Room 121 P.O. Box 2191 Toms River, NJ (856) (856) (201) (201) (908) I 09 (908) (609) (609) (732) (732) (732) (732) (973) (973) (732) (732) Directory of Superior Court Deputy Clerk's Offices I County Lawyer Referral and Legal Services Revised 08/21/2013, CN: Page 2 of 3

12 PASSAIC COUNTY: Civil Division Court House 77 Hamilton Street Paterson. NJ SALEM COUNTY: Attn: Civil Case Management Office 92 Market Street Salem, NJ SOMERSET COUNTY: Civil Division P.O. Box North Bridge Street Somerville, N.J SUSSEX COUNTY: Sussex County Judicial Center High Street Newton. NJ UNION COUNTY: I st FI.. Court House 2 Broad Street Elizabeth. NJ WARREN COUNTY: Civil Division Office Court House 4 13 Second Street Belvidere. NJ (973) (973) (856) LEGAL SER VICES (856) (908) (908) (973) (973) (908) (908) (908) (908) Directory of Superior Court Deputy Clerk's Offices I County Lawyer Referral and Legal Services Revised 08/21/2013, CN: Page 3 of 3

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