PRELIMINARY STATEMENT
Exhibit 10.1
AMENDMENT NO. 2 dated as of November 27, 2012 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012, and as amended as of August 3, 2012 (as heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
PRELIMINARY STATEMENT
A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.
B. The Borrower, Parent and the Required Lenders desire that certain provisions of the Credit Agreement be amended as provided herein.
C. Parent, the Borrower and the Subsidiary Guarantors are party to one or more of the Security Documents, pursuant to which, among other things, Parent and the Subsidiary Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor.
Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including the preliminary statement hereto) shall have the meanings assigned thereto in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined term in the appropriate alphabetical order therein:
“Amendment No. 2 Effective Date” shall mean November 27, 2012.
(b) The definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Applicable Percentage” shall mean, for any day (a) with respect to any Eurodollar Non-Extended Term Loan, ABR Non-Extended Term Loan, Eurodollar Extended Term Loan or ABR Extended Term Loan, the applicable percentage set forth below under the caption “Eurodollar Spread—Non-Extended Term Loans”, “ABR Spread—Non-Extended Term Loans”, “Eurodollar Spread—Extended Term Loans” or “ABR Spread—Extended Term Loans”, as the case may be, in each case based upon the Secured Leverage Ratio as of the relevant date of determination, and (b) (i) with respect to any Eurodollar Incremental Term Loan incurred on the First Incremental Term Loan Assumption Agreement Date, ABR Incremental Term Loan incurred on the First Incremental Term Loan Assumption Agreement Date, Eurodollar Revolving Loan or ABR Revolving Loan, the applicable percentage set forth below under the caption “Eurodollar Spread—Incremental Term Loans”, “ABR Spread—Incremental Term Loans”, “Eurodollar Spread—Revolving Loans” or “ABR Spread—Revolving Loans”, as the case may be, and (ii) with respect to the Revolving Credit Commitment Fee, the applicable rate set forth below under the caption “Revolving Credit Commitment Fee Rate”, in each case based upon the Leverage Ratio as of the relevant date of determination:
| Secured Leverage Ratio | Eurodollar Spread— Non- Extended Term Loans | ABR Spread— Non- Extended Term Loans | Eurodollar Spread— Extended Term Loans | ABR Spread— Extended Term Loans | ||||
| Category 1 > 3.50 to 1.00 | 2.50% | 1.50% | 3.75% | 2.75% | ||||
| Category 2 £ 3.50 to 1.00 | 2.25% | 1.25% | 3.50% | 2.50% |
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| Leverage Ratio | Eurodollar Spread— Incremental Term Loans | ABR Spread— Incremental Term Loans | Eurodollar Spread— Revolving Loans | ABR Spread— Revolving Loans | Revolving Credit Commitment Fee Rate | |||||
| Category 1 ³ 5.50 to 1.00 | 3.00% | 2.00% | 3.00% | 2.00% | 0.50% | |||||
| Category 2 ³ 5.00 to 1.00 and < 5.50 to 1.00 | 2.75% | 1.75% | 2.75% | 1.75% | 0.50% | |||||
| Category 3 ³ 4.50 to 1.00 and < 5.00 to 1.00 | 2.50% | 1.50% | 2.50% | 1.50% | 0.50% | |||||
| Category 4 ³ 4.00 to 1.00 and < 4.50 to 1.00 | 2.25% | 1.25% | 2.25% | 1.25% | 0.375% | |||||
| Category 5 < 4.00 to 1.00 | 2.00% | 1.00% | 2.00% | 1.00% | 0.375% |
Each change in the Applicable Percentage resulting from a change in the Secured Leverage Ratio or the Leverage Ratio, as the case may be, shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, (a) the Secured Leverage Ratio shall be deemed to be in Category 2 for purposes of determining the Applicable Percentage until the end of the first full fiscal quarter following the Amendment No. 2 Effective Date (at which time, subject to the immediately succeeding sentence, the Secured Leverage Ratio shall be determined on the basis of the financial statements and certificates most recently delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, prior to such date, and the Applicable Percentage resulting from such Secured Leverage Ratio shall be effective until any such change is required pursuant to the immediately preceding sentence) and (b) the Leverage Ratio shall be deemed to be in Category 3 for purposes of determining the Applicable Percentage until the end of the first full fiscal quarter following the First Incremental Term Loan Assumption Agreement Date (at which time, subject to the immediately succeeding sentence, the Leverage Ratio shall be determined on the basis of the financial statements and certificates most recently delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, prior to such date, and the Applicable Percentage resulting from such Leverage Ratio shall be effective until any such change is required pursuant to the immediately preceding sentence). In addition, (a) at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively (until the time of the delivery thereof), the Secured Leverage Ratio and the Leverage Ratio shall each be deemed to be in Category 1 for purposes of determining the Applicable Percentage, or (b) at any time after the occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.”
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(c) The definition of the term “Secured Leverage Ratio Condition” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “3.5” therein with “3.75”.
(d) The definition of the term “Spinout Transaction” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “3.50” in subclause (x) of clause (ii) of the proviso thereto with “3.75”.
(e) Section 1.03(b) (Pro Forma Calculations) of the Credit Agreement is hereby amended by:
(i) inserting the words “and synergies” immediately after the words “cost savings” in each place they appear therein; and
(ii) inserting the words “; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 5% of Consolidated EBITDA.” at the end of the first sentence of such section.
(f) Section 2.12 (Optional Prepayment) of the Credit Agreement is hereby amended by:
(i) adding at the end of the second sentence of Section 2.12(c) the words ”, except as expressly provided in Section 2.12(e)”; and
(ii) inserting the following in its entirety as a new Section 2.12(e):
“(e) If, prior to the first anniversary of the Amendment No. 2 Effective Date, (i) all or any portion of the Extended Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans and the effective yield (as determined by the Administrative Agent in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the Extended Term Loans or (ii) an Extended Term Loan Lender must assign its Extended Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such Extended Term Loans, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower, in each case equal to 1.0% of the
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principal amount thereof; provided that this Section 2.12(e) shall not apply to any prepayment of the Extended Term Loans upon the occurrence of a Change in Control.”
(g) Section 5.04(c) (Financial Statements, Reports, etc.) of the Credit Agreement is hereby amended as follows:
(i) by replacing the word “and” immediately prior to the designator “(iii)” in such section with “,”; and
(ii) by inserting the following immediately following the words “in excess of $10,000,000” in such section:
“and (iv) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Secured Leverage Ratio”.
(h) Section 6.04(h) (Investments) of the Credit Agreement is hereby amended by replacing the words “the Leverage Ratio Condition would be satisfied” in clause (iii)(B)(1) of the proviso to such section with the words “the Borrower would be in compliance with the covenant set forth in Section 6.13 on the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period”.
(i) Section 6.06(a) (Restricted Payments; Restrictive Agreements) of the Credit Agreement is hereby amended as follows:
(i) by amending and restating clause (v) of such section in its entirety to read as follows:
“(v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the Amendment No. 2 Effective Date not to exceed $150,000,000 less the amount of payments made from and after the Amendment No. 2 Effective Date pursuant to Section 6.09(b)(i);”;
(ii) by amending clause (vii) of such section to (x) replace “3.0 to 1.0” with “3.5 to 1.0” and (y) delete the word “and” at the end of such clause;
(iii) by amending clause (viii) of such section to replace the period at the end of such section with “; and”; and
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(iv) by inserting the following as a new clause (ix) in such section:
“(ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 in any fiscal year, beginning with the fiscal year ending December 31, 2013.”.
(j) Section 6.09 (Other Indebtedness) of the Credit Agreement is hereby amended by replacing clause (i) of the proviso to Section 6.09(b) in its entirety with “(i) from and after the Amendment No. 2 Effective Date, Senior Notes and subordinated Indebtedness for an aggregate price not in excess of (A) $150,000,000 less (B) the amount of Restricted Payments made from and after the Amendment No. 2 Effective Date pursuant to clause (v) of Section 6.06(a)”.
(k) Section 6.12 (Interest Coverage Ratio) of the Credit Agreement is hereby amended as follows:
(i) by deleting the period “October 1, 2011 through September 30, 2013” and the corresponding ratio “2.25 to 1.00”; and
(ii) by replacing the ratio “2.50 to 1.00” which corresponds to the period labeled “Thereafter” with “2.25 to 1.00”.
(l) Section 6.13 (Maximum Leverage Ratio) of the Credit Agreement is hereby amended as follows:
(i) by replacing the period “October 1, 2011 through September 30, 2013” with the period “October 1, 2011 through December 31, 2014”; and
(ii) by replacing the ratio “5.00 to 1.00” which corresponds to the period labeled “Thereafter” with “5.25 to 1.00”.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Parent, the Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment:
(a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.
(b) No Default or Event of Default has occurred and is continuing.
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(c) None of the Security Documents in effect on the Amendment Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party as a result of this Amendment. The Guarantees created under such Security Documents will continue to guarantee the Obligations to the same extent as they guaranteed the Obligations immediately prior to the Amendment Effective Date. The Liens created under such Security Documents will continue to secure the Obligations, and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Amendment Effective Date.
SECTION 4. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Lenders.
(b) The Administrative Agent shall have received payment from the Borrower, for the account of each Non-Extended Funded Term Loan Lender and Extended Term Loan Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment at or prior to 12:00 p.m., noon, New York City time, on November 20, 2012, an amendment fee in an amount equal to 0.20% of the aggregate outstanding principal amount of such Lender’s Non-Extended Funded Term Loans and Extended Term Loans, as the case may be, in each case as of the Amendment Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part.
(c) The Administrative Agent shall have received all other Fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with the transactions contemplated hereby or under any other Loan Document.
The Administrative Agent shall notify the parties hereto of the Amendment Effective Date and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit
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Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.
(b) After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby.
(c) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the Borrower and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties.
SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Amendment), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
SECTION 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment, and, once delivered, may not be withdrawn or revoked unless the Amendment fails to become effective in accordance with its terms on or prior to December 31, 2012.
SECTION 9. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or any Loan Party under any other Loan Document from any of its obligations and liabilities thereunder. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or therewith.
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SECTION 10. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 11. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
| CHS/COMMUNITY HEALTH SYSTEMS, INC., | ||||
| By: | /s/ W. Larry Cash | |||
| Name: | W. Larry Cash | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| COMMUNITY HEALTH SYSTEMS, INC., | ||||
| By: | /s/ W. Larry Cash | |||
| Name: | W. Larry Cash | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO
CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, | ||
| by | ||
| /s/ Robert Hetu | ||
| Name: Robert Hetu | ||
| Title: Managing Director | ||
| by | ||
| /s/ Rahul Parmar | ||
| Name: Rahul Parmar | ||
| Title: Associate | ||
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| WELLS FARGO BANK, N.A., individually and as an Issuing Bank, | ||
| by | ||
| /s/ Andrea S. Chen | ||
| Name: Andrea S. Chen | ||
| Title: Director | ||
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| Abilene Hospital LLC Abilene Merger LLC Affinity Health Systems, LLC Affinity Hospital, LLC Anna Hospital Corporation Berwick Hospital Company, LLC Big Bend Hospital Corporation Big Spring Hospital Corporation Birmingham Holdings II, LLC Birmingham Holdings, LLC Blue Island Hospital Company, LLC Blue Island Illinois Holdings, LLC Bluefield Holdings, LLC Bluefield Hospital Company, LLC Bluffton Health System, LLC Brownsville Hospital Corporation Brownwood Medical Center, LLC Bullhead City Hospital Corporation Bullhead City Hospital Investment Corporation Carlsbad Medical Center, LLC Centre Hospital Corporation CHHS Holdings, LLC CHS Kentucky Holdings, LLC CHS Pennsylvania Holdings, LLC CHS Virginia Holdings, LLC CHS Washington Holdings, LLC Clarksville Holdings, LLC Cleveland Hospital Corporation Cleveland Tennessee Hospital Company, LLC Clinton Hospital Corporation Coatesville Hospital Corporation College Station Medical Center, LLC College Station Merger, LLC Community GP Corp. Community Health Investment Company, LLC Community LP Corp. | ||
| by | ||
| /s/ James W. Doucette | ||
| Name: James W. Doucette | ||
| Title: Vice President and Treasurer | ||
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| CP Hospital GP, LLC CPLP, LLC Crestwood Hospital LP, LLC Crestwood Hospital, LLC CSMC, LLC CSRA Holdings, LLC Deaconess Holdings, LLC Deaconess Hospital Holdings, LLC Deming Hospital Corporation Desert Hospital Holdings, LLC Detar Hospital, LLC DHFW Holdings, LLC DHSC, LLC Dukes Health System, LLC Dyersburg Hospital Corporation Emporia Hospital Corporation Evanston Hospital Corporation Fallbrook Hospital Corporation Foley Hospital Corporation Forrest City Arkansas Hospital Company, LLC Forrest City Hospital Corporation Fort Payne Hospital Corporation Frankfort Health Partner, Inc. Franklin Hospital Corporation Gadsden Regional Medical Center, LLC Galesburg Hospital Corporation Granbury Hospital Corporation Granite City Hospital Corporation Granite City Illinois Hospital Company, LLC Greenville Hospital Corporation GRMC Holdings, LLC Hallmark Healthcare Company, LLC Hobbs Medco, LLC Hospital of Barstow, Inc. Hospital of Fulton, Inc. Hospital of Louisa, Inc. Hospital of Morristown, Inc. | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| Jackson Hospital Corporation Jackson Hospital Corporation Jourdanton Hospital Corporation Kay County Hospital Corporation Kay County Oklahoma Hospital Company, LLC Kirksville Hospital Company, LLC Lakeway Hospital Corporation Lancaster Hospital Corporation Las Cruces Medical Center, LLC Lea Regional Hospital, LLC Lexington Hospital Corporation Longview Clinic Operations Company, LLC Longview Merger, LLC LRH, LLC Lutheran Health Network of Indiana, LLC Marion Hospital Corporation Martin Hospital Corporation Massillon Health Community System, LLC Massillon Health System, LLC Massillon Holdings, LLC McKenzie Tennessee Hospital Company, LLC McNairy Hospital Corporation MCSA, L.L.C. Medical Center of Brownwood, LLC Merger Legacy Holdings, LLC MMC of Nevada, LLC Moberly Hospital Company, LLC MWMC Holdings, LLC Naticoke Hospital Company, LLC National Healthcare of Leesville, Inc. National Healthcare of Mt. Vernon, Inc. National Healthcare of Newport, Inc. Navarro Regional, LLC NC-DSH, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| Northampton Hospital Company, LLC Northwest Arkansas Hospitals, LLC Northwest Hospital, LLC NOV Holdings, LLC NRH, LLC Oak Hill Hospital Corporation Oro Valley Hospital, LLC Palmer-Wasilla Health System, LLC Payson Hospital Corporation Peckville Hospital Company, LLC Pennsylvania Hospital Company, LLC Phillips Hospital Corporation Phoenixville Hospital Company, LLC Pottstown Hospital Company, LLC QHG Georgia Holdings II, LLC QHG Georgia Holdings, Inc. QHG of Bluffton Company, LLC QHG of Clinton County, Inc. QHG of Enterprise, Inc. QHG of Forrest County, Inc. QHG of Fort Wayne Company, LLC QHG of Hattiesburg, Inc. QHG of Massillon, Inc. QHG of South Carolina, Inc. QHG of Spartanburg, Inc. QHG of Springdale, Inc. QHG of Warsaw Company, LLC Quorum Health Resources, LLC Red Bud Hospital Corporation Red Bud Illinois Hospital Company, LLC Regional Hospital of Longview, LLC River Region Medical Corporation Roswell Hospital Corporation Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC SACMC, LLC Salem Hospital Corporation San Angelo Community Medical Center, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| San Angelo Medical, LLC San Miguel Hospital Corporation Scranton Holdings, LLC Scranton Hospital Company, LLC Scranton Quincy Holdings, LLC Scranton Quincy Hospital Company, LLC Shelbyville Hospital Corporation Siloam Springs Arkansas Hospital Company, LLC Siloam Springs Holdings, LLC Southern Texas Medical Center, LLC Spokane Valley Washington Hospital Company, LLC Spokane Washington Hospital Company, LLC Tennyson Holdings, LLC Tomball Texas Holdings, LLC Tomball Texas Hospital Company, LLC Tooele Hospital Corporation Triad Health Care Corporation Triad Holdings III, LLC Triad Holdings IV, LLC Triad Holdings V, LLC Triad Nevada Holdings, LLC Triad of Alabama, LLC Triad of Oregon, LLC Triad-ARMC, LLC Triad-El Dorado, Inc. Triad-Navarro Regional Hospital Subsidiary, LLC Tunhannock Hospital Company, LLC VHC Medical, LLC Vicksburg Healthcare, LLC Victoria Hospital, LLC Virginia Hospital Company, LLC Warren Ohio Hospital Company, LLC Warren Ohio Rehab Hospital Company, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| Watsonville Hospital Corporation Waukegan Hospital Corporation Waukegan Illinois Hospital Company, LLC Weatherford Hospital Corporation Weatherford Texas Hospital Company, LLC Webb Hospital Corporation Webb Hospital Holdings, LLC Wesley Health System, LLC West Grove Hospital Company, LLC WHMC, LLC Wilkes-Barre Behavioral Hospital Company, LLC Wilkes-Barre Holdings, LLC Wilkes-Barre Hospital Company, LLC Williamston Hospital Corporation Women & Children’s Hospital, LLC Woodland Heights Medical Center, LLC Woodward Health System, LLC York Pennsylvania Holdings, LLC York Pennsylvania Hospital Company, LLC Youngstown Ohio Hospital Company, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| Brownwood Hospital, L.P. | ||
| By: Brownwood Medical Center, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| College Station Hospital, L.P. | ||
| By: College Station Medical Center, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Longview Medical Center, L.P. | ||
| By: Regional Hospital of Longview, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Navarro Hospital, L.P. | ||
| By: Navarro Regional, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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| QHG Georgia, LP | ||
| By: QHG Georgia Holdings II, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Victoria of Texas, L.P. | ||
| By: Detar Hospital, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 2 to
Credit Agreement of CHS/Community Health Systems, Inc.]
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LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
TO CREDIT AGREEMENT OF
CHS/COMMUNITY HEALTH SYSTEMS, INC.
Name of Lender:
| by | ||
|
| ||
| Name: | ||
| Title: |
For any Lender requiring a second signature line:
| by | ||
|
| ||
| Name: | ||
| Title: |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO
CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]
