Amendment and Restatement Agreement to Credit Agreement among CHS/Community Health Systems, Inc., Community Health Systems, Inc., Subsidiary Guarantors, Lenders, and Credit Suisse AG (November 5, 2010)
This agreement amends and restates a previous credit agreement between CHS/Community Health Systems, Inc., Community Health Systems, Inc., their subsidiary guarantors, various lenders, and Credit Suisse AG. The main changes include extending the maturity and modifying the pricing of certain term loans, and allowing the borrower and its subsidiaries to incur additional secured debt under specified conditions. Lenders can convert their existing loans into extended term loans, subject to allocation rules. The agreement confirms that all parties' obligations and guarantees remain valid and enforceable under the new terms.
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 |
Abilene Hospital, LLC Abilene Merger, LLC Anna Hospital Corporation Arizona DH, LLC Berwick Hospital Company, LLC BH Trans Company, LLC Big Bend Hospital Corporation Big Spring Hospital Corporation Birmingham Holdings, LLC Birmingham Holdings II, LLC Bluefield Holdings, LLC Bluefield Hospital Company, LLC Bluffton Health System, LLC Brownsville Hospital Corporation Brownwood Hospital, L.P. Brownwood Medical Center, LLC 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 Claremore Regional Hospital, LLC Clarksville Holdings, LLC Cleveland Hospital Corporation Cleveland Regional Medical Center, L.P. Cleveland Tennessee Hospital Company, LLC Clinton Hospital Corporation Coatesville Hospital Corporation College Station Hospital, L.P. College Station Medical Center, LLC College Station Merger, LLC Community GP Corp. Community Health Investment Company, LLC Community LP Corp. CP Hospital GP, LLC CPLP, LLC Crestwood Hospital, LP, LLC Crestwood Hospital, LLC CSMC, LLC CSRA Holdings, LLC | ||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
Deaconess Holdings, LLC Deaconess Hospital Holdings, LLC Deming Hospital Corporation Desert Hospital Holdings, LLC Detar Hospital, LLC DHSC, LLC DHFW Holdings, 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 Clinic 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. Jackson Hospital Corporation (KY) Jackson Hospital Corporation (TN) 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 Merger, LLC LRH, LLC Lutheran Health Network of Indiana, LLC | ||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
Marion Hospital Corporation Martin Hospital Corporation Massillon Community Health 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 National Healthcare of Leesville, Inc. National Healthcare of Mt. Vernon, Inc. National Healthcare of Newport, Inc. Navarro Hospital, L.P. Navarro Regional, LLC NC-DSH, LLC Northampton Hospital Company, 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 Pennsylvania Hospital Company, LLC Phillips Hospital Corporation Phoenixville Hospital Company, LLC Pottstown Hospital Company, LLC QHG Georgia Holdings, Inc. QHG Georgia Holdings II, LLC QHG Georgia, LP QHG of Barberton, 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 | ||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
Red Bud Hospital Corporation Red Bud Illinois Hospital Company, LLC Regional Hospital of Longview, LLC River Region Medical Corporation Roswell Hospital Corporation Russell County Medical Center, Inc. Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC SACMC, LLC Salem Hospital Corporation San Angelo Community Medical Center, LLC San Angelo Medical, LLC San Miguel Hospital Corporation Shelbyville Hospital Corporation Siloam Springs Arkansas Hospital Company, LLC Siloam Springs Holdings, LLC SouthCrest, L.L.C. Southern Texas Medical Center, LLC Spokane Valley Washington Hospital Company, LLC Spokane Washington Hospital Company, LLC Tennyson Holdings, LLC Tooele Hospital Corporation Triad Healthcare 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-Denton Hospital GP, LLC Triad-Denton Hospital, L.P. Triad-El Dorado, Inc. Triad-Navarro Regional Hospital Subsidiary, LLC Triad-South Tulsa Hospital Company, Inc. VHC Medical, LLC Vicksburg Healthcare, LLC Victoria Hospital, LLC Victoria of Texas, L.P. Virginia Hospital Company, LLC | ||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
Warren Ohio Hospital Company, LLC Warren Ohio Rehab Hospital Company, LLC 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 & Childrens Hospital, LLC Woodland Heights Medical Center, LLC Woodward Health System, LLC Youngstown Ohio Hospital Company, LLC | ||||
By: | /s/ James W. Doucette | |||
Name: | James W. Doucette | |||
Title: | Vice President, Finance and Treasurer |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank, | ||||
By: | /s/ Robert Hetu | |||
Name: | Robert Hetu | |||
Title: | Managing Director | |||
By: | /s/ Rahul Parmar | |||
Name: | Rahul Parmar | |||
Title: | Associate |
as Administrative Agent, Collateral
Agent, and Issuing Bank
Credit Suisse Securities (USA) LLC,
as Sole Book Runner
and Sole Lead Arranger,
Wells Fargo Bank, N.A.,
as Syndication Agent,
JPMorgan Chase Bank, N.A.,
as Co-Documentation Agent,
Bank of America, N.A.,
as Co-Documentation Agent, and
Each of the Lenders party to
the Credit Agreement described below
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1. | Each of the Delaware Credit Parties is a corporation existing and in good standing under the Delaware General Corporation Law, as in effect on the date hereof (the DGCL). |
2. | Each of the Delaware Credit Parties has the corporate power to execute and deliver the Amendment Agreement and perform its respective obligations under the Credit Documents to which it is a party. |
3. | Each of the boards of directors of each of the Delaware Credit Parties has adopted by requisite vote or action, in accordance with the applicable provisions of its Organization Documents granting such authority to the board of directors, the resolutions necessary to authorize (a) such Delaware Credit Partys execution and delivery of the Amendment Agreement, and the performance of such Delaware Credit Partys obligations under, the Credit Documents to which it is a party and (b) the grant by each Delaware Credit Party of the security interests pursuant to the Guarantee and Collateral Agreement. |
4. | Each Delaware Credit Party has duly executed and delivered the Amendment Agreement. |
5. | Each of the Credit Documents executed by each Credit Party is a valid and binding obligation of each such Credit Party that is a party thereto, and is enforceable against such Credit Party in accordance with its terms. |
6. | The execution and delivery by each of the Delaware Credit Parties and, except in the case of paragraph (a), each of the other Credit Parties, of the Amendment Agreement, and the performance of its obligations under each Credit Document, will not (a) violate any existing provisions of the Organization Documents of such Delaware Credit Party, (b) constitute a violation by such Credit Party of any applicable provision of existing statutory law or governmental regulation applicable to such Credit Party and covered by |
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7. | No Credit Party is presently required to obtain any consent, approval, authorization or order of any State of New York or United States federal court or governmental agency in order to obtain the right to execute and deliver the Amendment Agreement and perform any of the Credit Documents to which it is a party, except for: (a) those obtained or made on or prior to the date hereof, (b) any actions or filings necessary to perfect the liens and security interests granted under the Security Documents or to release existing liens, (c) consents, approvals, authorizations, orders, actions or filings required in connection with ordinary course conduct by such Credit Party of its respective businesses and ownership or operation by such Credit Parties of its assets, (d) consents, approvals, authorizations, orders, actions or filings required under any laws, regulations or governmental requirements as set forth on Schedule C hereto, and (e) any actions or filings that may be required by any banking, insurance or other regulatory statute to which you may be subject (as to which matters we express no opinion). |
8. | The execution and delivery of the Amendment Agreement will not, in and of itself, result in the loss of perfection (if any) of any security interest arising under Article 9 of the UCC to the extent that such security interest was and remained perfected under the Existing Guarantee and Collateral Agreement under Article 9 of the UCC immediately prior to such execution and delivery. For the avoidance of doubt, we express no opinion regarding (i) the creation, priority or enforcement of any such security interest, (ii) the effect on such priority of the execution and delivery of the Amendment Agreement, or (iii) the perfection of any such security interest. |
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General Qualifications
1. | Bankruptcy and Insolvency Exception. Each of our opinions of our letter is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws. This exception includes: |
(a) | the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed; | ||
(b) | all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors; | ||
(c) | state fraudulent transfer and conveyance laws; and | ||
(d) | judicially developed doctrines in this area, such as substantive consolidation of entities and equitable subordination and the recharacterization of debt. |
2. | Equitable Principles Limitation. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles: |
(a) | governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made; | ||
(b) | affording equitable defenses (e.g., waiver, laches, and estoppel) against a party seeking enforcement; | ||
(c) | requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement; | ||
(d) | requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract; | ||
(e) | requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement; |
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(f) | requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and | ||
(g) | affording defenses based upon the unconscionability of the enforcing partys conduct after the parties have entered into the contract. |
3. | Other Common Qualifications. Each of our opinions of our letter is subject to the effect of rules of law that: |
(a) | limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness; | ||
(b) | provide that forum selection (and not choice of law) clauses in contracts are not necessarily binding on the court(s) in the forum selected (except to the extent provided in Section 5-1402 of the New York General Obligations Law); | ||
(c) | limit the availability of a remedy under certain circumstances where another remedy has been elected; | ||
(d) | provide a time limitation after which a remedy may not be enforced; | ||
(e) | limit the right of a creditor to use force or cause a breach of the peace in enforcing rights; | ||
(f) | relate to the sale or disposition of collateral by a secured creditor or the requirements of a commercially reasonable sale; | ||
(g) | limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy, or for strict product liability or litigation against another party determined adversely to such party or for liabilities arising under the securities laws, or which limit the enforceability of provisions requiring indemnification of a party with respect to litigation between such party and another party from whom indemnification is sought which is determined adversely to the party seeking indemnification; | ||
(h) | may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; | ||
(i) | govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys fees and other costs; | ||
(j) | may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for |
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performance or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract; |
(k) | may render guarantees or similar instruments or agreements unenforceable under circumstances where your actions, failures to act or waivers, amendments or replacement of the Credit Documents (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between the beneficiary and the Credit Parties that is substantially and materially different from that presently contemplated by the Credit Documents, (ii) release a primary obligor, or (iii) impair a guarantors recourse against the primary obligor; and | ||
(l) | render unenforceable requirements in the Credit Documents that provisions therein may only be waived or amended in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision. |
4. | Referenced Provision Qualification. Each opinion regarding the validity, binding effect, or enforceability of a provision (the First Provision) in any of the Credit Documents requiring any party to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the Second Provision) of any Credit Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect, and enforceability of such Second Provision. |
5. | Collateral Qualifications. The opinions and advice contained in our letter are subject to the following advice (terms used herein that are defined in the New York UCC or any other applicable UCC having the meanings for purposes hereof are used herein in accordance with the meanings given to them therein): |
(a) | rights of debtors and obligors and duties of secured parties referred to in Sections 1-102(3) and 9-602 of the New York UCC (and the corresponding sections of any other applicable Uniform Commercial Code) may not be waived, released, varied, or disclaimed by agreement, and our opinions regarding any such waivers, releases, variations, and disclaimers are limited accordingly; | ||
(b) | we express no opinion with respect to any self-help remedies with respect to the Collateral to the extent they vary from those available under the New York UCC or other applicable Uniform Commercial Code or with respect to any remedies otherwise inconsistent with the New York UCC (to the extent that the New York UCC is applicable thereto) or other applicable law (including, without limitation, any other applicable Uniform Commercial Code); | ||
(c) | a substantial body of case law treats guarantors as debtors under the New York UCC, thereby according guarantors rights and remedies of debtors established by the New York UCC: |
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(d) | we note that your remedies under the Collateral Agreement with regard to the sale or after the sale of (i) any securities subject to any security interest are subject to compliance with state and federal securities law or (ii) any interest in a limited liability company or partnership interest is subject to compliance with applicable law; | ||
(e) | we express no opinion with respect to the enforceability of any provision of any Credit Document that purports to authorize you to purchase at a private sale the Collateral, which is not subject to widely distributed standard price quotations or sold on a recognized market; | ||
(f) | we express no opinion regarding the characterization of a transaction as one involving the creation of a lien on real property, the characterization of a contract as one in a form sufficient to create a lien or a security interest in real property, the creation, perfection, priority or enforcement of a lien on real property or matters involving ownership or title to any real property; | ||
(g) | we express no opinion regarding the enforceability of any pre-default waiver of notification of disposition of the Collateral, mandatory disposition of the Collateral or redemption rights; | ||
(h) | we express no opinion regarding the enforceability of any provisions asserting that the Collateral is owned by or is property of a secured party prior to such secured partys foreclosure of such Collateral in accordance with the applicable Uniform Commercial Code or, in the case of cash Collateral, the application of such cash Collateral in payment of the secured obligations; | ||
(i) | we note that our opinions as to the validity, binding effect or enforceability of any Credit Document do not constitute opinions as to the creation, perfection, effect of perfection or priority of any lien or security interest purported to be granted thereunder; as to which matters we express no opinion, except to the extent specifically set forth in opinion paragraph 8; | ||
(j) | we express no opinion as to the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party or would violate applicable laws concerning real estate or mixed collateral foreclosures or elections of remedies; | ||
(k) | we express no opinion with respect to the adequacy of the waivers set forth in any guaranty insofar as they might not be broad enough for all situations which might arise for which you would find a waiver desirable; and | ||
(l) | we express no opinion with respect to the enforceability of any provision of any Credit Document which purports to authorize you to sign or file financing statements or other documents under circumstances not authorized under the applicable Uniform Commercial Code. |
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6. | Lenders Regulatory Qualification. We express no opinion with respect to, and all our opinions are subject to, the effect of the compliance or noncompliance of each of you with any state or federal laws or regulations applicable to you because of your legal or regulatory status or the nature of your business or requiring you to qualify to conduct business in any jurisdiction. |
7. | Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York, and, without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) that may be applicable to the transactions contemplated by the Credit Documents. |
8. | We express no opinion regarding the enforceability of any fraudulent conveyance or fraudulent transfer savings clause in the Guarantee and Collateral Agreement and any similar provision in any other document or agreement to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations. |
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Assumptions
1. | Each of the Credit Parties (i) has the requisite title and rights to any property involved in the transactions effected under the Credit Documents (herein called the Transactions) including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. | |
2. | You are existing and in good standing in your jurisdiction of organization. | |
3. | You have the corporate power or, if you are not a corporation, other requisite power (including, without limitation, under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Credit Documents, and each of the Credit Documents to which you are a party has been duly authorized by all necessary action on your part and, to the extent you are a party, has been duly executed and duly delivered by you. | |
4. | The Credit Documents to which you are a party constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions, and other limitations similar to those applicable to our letter). | |
5. | You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Documents enforceable against you. | |
6. | You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Documents against the Credit Parties. | |
7. | Each of the Credit Parties (other than the Delaware Credit Parties) is a corporation or other entity existing and in good standing under the law of their respective state of organization. | |
8. | Each of the Credit Parties (other than the Delaware Credit Parties) stock holders, board of directors or equivalent governing body has adopted by requisite vote the resolutions or approvals necessary to authorize such Credit Partys execution, delivery and performance by it of each such Credit Document to which it is a party. | |
9. | Each of the Credit Documents, including the powers of attorney related to the execution thereof, have been duly executed and delivered by each of the Credit Parties (other than the Delaware Credit Parties) that is a party thereto on the date hereof. | |
10. | The execution and delivery by each Credit Party (other than the Delaware Credit Parties) of the Credit Documents to which it is a party, and the consummation by it of the lending transactions contemplated by each Credit Document to which it is a party to occur on the date hereof in accordance with the terms thereof will not (a) violate any existing |
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provisions of the Organization Documents of such Credit Party, (b) constitute a violation by such Credit Party of any applicable provision of existing laws or governmental regulation or (c) violate any existing order, writ, injunction, judgment, determination, award or decree of any court or governmental instrumentality applicable to such Credit Party. | ||
11. | No Credit Party (other than the Delaware Credit Parties) is presently required by any law to obtain any consent, approval, authorization or order of any court or governmental agency in order to obtain the right to enter into any of the Credit Documents to which it is a party or to take any of the actions taken by it in connection with the consummation of the lending transactions contemplated by such Credit Documents to occur on the date hereof in accordance with the terms thereof. |
12. | Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine. |
13. | Each Public Authority Document is accurate, complete and authentic and all official public records (including their proper indexing and filing) are accurate and complete. The term (Public Authority Documents) means a certificate issued by any secretary of state of any other government official, office or agency concerning a persons property or status, such as a certificate of corporate or partnership existence or good standing, a certificate concerning tax status, a certificate concerning Uniform Commercial Code filings or a certificate concerning title registration or ownership. |
14. | There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence. |
15. | The conduct of the parties to the Credit Documents has complied with any requirement of good faith, fair dealing, and conscionability. |
16. | You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the Transactions. |
17. | There are no agreements or understandings among the parties, written or oral (other than the Credit Documents), and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement or any of the other Credit Documents. |
18. | The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue. |
19. | All parties to the Transactions will act in accordance with, and will refrain from taking any actions that are forbidden by, the terms and conditions of the Credit Documents. |
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20. | All agreements other than the Credit Documents (if any) with respect to which we have provided advice in our letter or reviewed in connection with our letter would be enforced as written. |
21. | None of the Credit Parties will in the future take any discretionary action (including a decision not to act) permitted under the Credit Documents that would result in a violation of law or constitute a breach or default under any other agreements or court orders to which such entity may be subject. |
22. | The Credit Parties will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Credit Documents. |
23. | The representations made by each Credit Party in the Credit Documents to which it is a party with respect to its jurisdiction or organization, chief executive office and location of equipment and inventory are and will remain true and correct. |
24. | Each natural person who is executing any Credit Document on behalf of any Credit Party has sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge of any such incapacity. |
25. | No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would violate or be inconsistent with terms of the Credit Agreement. |
26. | All information required to be disclosed in connection with any consent or approval by the Credit Parties respective board of directors, board of managers, or manager, as applicable, or their stockholders (or equivalent governing or ownership group) and all other information required to be disclosed in connection with any issue relevant to our opinions or any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all persons to whom it is required to be disclosed and no such disclosure contained any relevant error or omission. |
27. | Each person who has taken any action relevant to any of our opinions in the capacity of director, management committee member, or officer was duly elected to that director, management committee member, or officer position and held that position when such action was taken. |
28. | Each of the Credit Parties Organization Documents, all amendments to each such Organization Document, all resolutions adopted establishing classes or series of stock or other equity interests under such Organization Documents have been adopted in accordance with all applicable legal requirements. |
29. | The transactions contemplated by the Credit Documents are directly or indirectly related to the business interests of each Credit Party party thereto and the transactions were fair and reasonable to each such entity at the time each such transaction was authorized by |
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such Credit Party, and the transactions were necessary or convenient to the conduct, promotion, or attainment of the business of the Credit Parties. | ||
30. | Immediately prior to the effectiveness of the Amendment Agreement, each of the Existing Credit Agreement, the Existing Guarantee and Collateral Agreement and the other Loan Documents (as defined in the Credit Agreement) remains in full force and effect and has not been amended, modified, supplemented (other than to join any Guarantor as a party thereto) or replaced since the Closing Date. |
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Excluded Law and Legal Issues
1. | Federal securities laws and regulations (including all other laws and regulations administered by the United States Securities and Exchange Commission), state Blue Sky laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments. |
2. | Pension and employee benefit laws and regulations (e.g., ERISA). |
3. | Federal and state antitrust and unfair competition laws and regulations. |
4. | Federal and state laws and regulations concerning filing and notice requirements (such as the Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and the Exon-Florio Act, as amended) other than requirements applicable to charter-related documents such as a certificate of merger. |
5. | Compliance with fiduciary duty requirements. |
6. | The statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions and judicial decisions to the extent that they deal with any of the foregoing. |
7. | Fraudulent transfer and fraudulent conveyance laws. |
8. | Federal and state environmental, land use and subdivision, tax, racketeering (e.g., RICO), health and safety and labor laws and regulations. |
9. | To the extent not otherwise specified in this Schedule C, applicable zoning and building laws, ordinances, code, rules or regulations (e.g., OSHA). |
10. | Federal patent, trademark and copyright, state trademark, and other federal and state intellectual property laws and regulations. |
11. | Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws. |
12. | Other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes). |
13. | Any laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act). |
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14. | The Anti-Terrorism Order, including Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 and the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (together, the Anti-Terrorism Order) as amended, all rules and regulations promulgated thereunder and all federal, state and local laws, statutes, ordinances, orders, governmental rules, regulations, licensing requirements and policies relating to the Anti-Terrorism Order, the foreign assets control regulations of the United States Treasury Department, and to the extent the following relate to any Anti-Terrorism Law such anti-terrorism law or regulation (including without limitation the Executive order of September 23, 2001 Blocking Property and Prohibiting Transactions and Persons Who Commit and Threaten to Commit or Support Terrorism) or the Anti-Terrorism Order: the ownership and operation of, or otherwise regulation of, companies which conduct, operate or otherwise pursue the business or businesses now and in the future conducted, operated or otherwise pursued by any of the Credit Parties including, without limitation, the importation, transportation, manufacturing, dealing, purchase, use or storage of explosive materials. |
15. | The Communications Act and the rules, regulations and policies of the Federal Communications Commission promulgated thereunder. |
16. | The Federal Power Act, as amended, and the regulations implementing the Federal Power Act, all rules and regulations promulgated under any of the foregoing statutes, the rules, regulations and policies of the Federal Energy Regulatory Commission and any other federal or any state or local regulatory authority, and all other federal state and local laws, orders, regulations, licensing requirements and policies regulating, public utilities, electric utilities or energy facilities or services (and including without limitation any requirement under any such federal, state or local law or regulation that any Credit Party obtain any consent, approval, authorization or order in order to enter into the Credit Documents and perform the transactions contemplated thereby or the effect of any failure to obtain any such consent, approval, authorization or order). |
17. | The Fair Packaging and Labeling Act, as amended, the Food, Drug and Cosmetic Act, as amended, the Food Security Act of 1985, as amended, the Perishable Agricultural Commodities Act, as amended, the Food, Agriculture, Conservation and Trade Act of 1990, as amended, the Nutritional Labeling and Education Act, as amended, all rules, policies and regulations promulgated under any of the foregoing statutes, and all other federal, state and local laws, orders, regulations, licensing requirements and policies relating to the ownership, operation, processing, production, distribution, purchase or provisions of, or otherwise regulating, food or farm products or animals. |
18. | Federal, state and local liquor licensing laws and regulations. |
19. | Title to any property. |
20. | The Federal Reserve Board margin regulations. |
21. | Any insurance, HMO, health insurance laws, hospital, regulations, directives or executive orders. |
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22. | Federal, state and local laws, regulations, licensing requirements and policies relating to health care, hospitals, Medicare, Medicaid or CHAMPUS (including those of any state regulatory agency or Centers for Medicare and Medicaid Services). |
23. | Federal, state, or local regulation or order, of any authority, which relates to or otherwise imposes liability or standards of conduct concerning the licensure, certification, qualification, or operation of a clinical or pathology laboratory, medical practice or other aspect of a Persons business subject to such laws, including but not limited to laws governing Medicare and Medicaid laboratories, laws regarding the professional standards of health care professionals; laws governing patient confidentiality and privacy; laws governing the corporate practice of medicine; laws governing laboratories; laws relating to kickbacks, self-referrals and access to health care, as well as the Employee Health Care Access Act; 21 U.S.C. 301-392, the Federal Food Drug and Cosmetic Act; 21 U.S.C. 821 et seq., the Federal Drug Abuse Act; Sections 1128, 1128A and 1128B of the Social Security Act; The Clinical Laboratory Improvement Amendments of 1988; 42 U.S.C. 1320a-7b, 42 C.F.R. Part 1001, 42 CFR Chapter IV, Subchapter C; Sections 1876 or 1903 of the Social Security Act; 45 CFR, Part 74; 45 CFR, Part 92; 42 CFR 455.109 Section 306 of the Clean Air Act; 42 U.S.C. 1857(h) et seq., Section 508 of the Clean Water Act; 33 U.S.C. 1368 et seq., Executive Order 11738 and Environmental Protection Agency regulations; 40 CFR Part 15, Title VI of the Civil Rights Act of 1964; 42 U.S.C. 2000 d et seq., Section 504 of the Rehabilitation Act of 1933; 29 U.S.C. 7940; Title IX of the Education Amendments of 1972, 20 U.S.C. 1681 et seq., the Age Discrimination Act of 1975; 42 U.S.C. 6101 et seq., Section 654 of OBRA 81; 42 U.S.C. 9849 and the Americans with Disabilities Act of 1990; P.L. 101-336, OBRAs 1986 through 1993, as amended, the Health Insurance Portability and Accountability Act, as amended, and any other similar Federal, state or local Regulations. |
24. | The effect of any law, regulation or order which becomes effective after the date hereof. |
C-3
Excluded Provisions
1. | Covenants not to compete, including without limitation covenants not to interfere with business or employee relations, covenants not to solicit customers, and covenants not to solicit or hire employees. |
2. | Indemnification for negligence, bad faith, willful misconduct or wrongdoing or strict product liability or any indemnification for liabilities arising under securities laws. |
3. | Provisions mandating contribution towards judgments or settlements among various parties. |
4. | Waivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter claim or set off, (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of statutory, regulatory, or constitutional rights, unless and to the extent the statute, regulation, or constitution explicitly allows waiver, (vii) broadly or vaguely stated rights, and (viii) other benefits to the extent they cannot be waived under applicable law. |
5. | Provisions providing for forfeitures or the recovery of amounts deemed to constitute penalties, or for liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, and increased interest rates upon default. |
6. | Time-is-of-the-essence clauses. |
7. | Provisions that provide a time limitation after which a remedy may not be enforced. |
8. | Confession of judgment clauses. |
9. | Agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction or subject matter jurisdiction); provisions restricting access to courts; waiver of the right to jury trial; waiver of service of process requirements which would otherwise be applicable; and provisions otherwise purporting to affect the jurisdiction and venue of courts. |
10. | Provisions that attempt to change or waive rules of evidence or fix the method or quantum of proof to be applied in litigation or similar proceedings. |
11. | Provisions appointing one party as an attorney-in-fact for an adverse party or providing that the decision of any particular person will be conclusive or binding on others. |
12. | Provisions purporting to limit rights of third parties who have not consented thereto or purporting to grant rights to third parties. |
D-1
13. | Provisions that purport to award attorneys fees solely to one party. |
14. | Arbitration agreements. |
15. | Provisions purporting to create a trust or constructive trust without compliance with applicable trust law. |
16. | Provisions relating to the application of insurance proceeds and condemnation awards. |
17. | Provisions that provide for the appointment of a receiver or the taking of possession by the Agent. |
18. | Provisions or agreements regarding proxies, shareholders agreements, shareholder voting rights, voting trusts, and the like. |
19. | Confidentiality agreements. |
20. | Provisions, if any, which are contrary to the public policy of jurisdictions covered by our opinions. |
21. | Choice of law provisions, other than, under New York statutory choice-of-law rules, those provisions in the Credit Documents that provide that the laws of the State of New York shall govern. |
22. | Provisions in any of the Credit Documents requiring any Credit Party to perform its obligations under, or cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document that is not a Credit Document. |
23. | Provisions of the Credit Documents insofar as they authorize you or your affiliates to setoff and apply deposits at any time held, and any other indebtedness at anytime owing by you to or for the account of any Credit Party. |
24. | With your permission, Section 9.20(e) of the Credit Agreement. |
D-2
Schedule of Guarantors
2. Abilene Merger, LLC
3. Anna Hospital Corporation
4. Arizona DH, LLC
5. Berwick Hospital Company, LLC
6. BH Trans Company, LLC
7. Big Bend Hospital Corporation
8. Big Spring Hospital Corporation
9. Birmingham Holdings, LLC
10. Birmingham Holdings II, LLC
11. Bluefield Holdings, LLC
12. Bluefield Hospital Company, LLC
13. Bluffton Health System LLC
14. Brownsville Hospital Corporation
15. Brownwood Hospital, L.P.
16. Brownwood Medical Center, LLC
17. Carlsbad Medical Center, LLC
18. Centre Hospital Corporation
19. CHHS Holdings, LLC
20. CHS Kentucky Holdings, LLC
21. CHS Pennsylvania Holdings, LLC
22. CHS Virginia Holdings, LLC
23. CHS Washington Holdings, LLC
24. Claremore Regional Hospital, LLC
25. Clarksville Holdings, LLC
26. Cleveland Hospital Corporation
27. Cleveland Regional Medical Center, L.P.
28. Cleveland Tennessee Hospital Company, LLC
29. Clinton Hospital Corporation
30. Coatesville Hospital Corporation
31. College Station Hospital, L.P.
32. College Station Medical Center, LLC
33. College Station Merger, LLC
34. Community GP Corp.
35. Community Health Investment Company, LLC
36. Community LP Corp.
37. CP Hospital GP, LLC
38. CPLP, LLC
39. Crestwood Hospital, LP, LLC
40. Crestwood Hospital, LLC
41. CSMC, LLC
42. CSRA Holdings, LLC
43. Deaconess Holdings, LLC
E-1
45. Deming Hospital Corporation
46. Desert Hospital Holdings, LLC
47. Detar Hospital, LLC
48. DHSC, LLC
49. DHFW Holdings, LLC
50. Dukes Health System, LLC
51. Dyersburg Hospital Corporation
52. Emporia Hospital Corporation
53. Evanston Hospital Corporation
54. Fallbrook Hospital Corporation
55. Foley Hospital Corporation
56. Forrest City Arkansas Hospital Company, LLC
57. Forrest City Clinic Company, LLC
58. Forrest City Hospital Corporation
59. Fort Payne Hospital Corporation
60. Frankfort Health Partner, Inc.
61. Franklin Hospital Corporation
62. Gadsden Regional Medical Center, LLC
63. Galesburg Hospital Corporation
64. Granbury Hospital Corporation
65. Granite City Hospital Corporation
66. Granite City Illinois Hospital Company, LLC
67. Greenville Hospital Corporation
68. GRMC Holdings, LLC
69. Hallmark Healthcare Company, LLC
70. Hobbs Medco, LLC
71. Hospital of Barstow, Inc.
72. Hospital of Fulton, Inc.
73. Hospital of Louisa, Inc.
74. Hospital of Morristown, Inc.
75. Jackson Hospital Corporation (KY)
76. Jackson Hospital Corporation (TN)
77. Jourdanton Hospital Corporation
78. Kay County Hospital Corporation
79. Kay County Oklahoma Hospital Company, LLC
80. Kirksville Hospital Company, LLC
81. Lakeway Hospital Corporation
82. Lancaster Hospital Corporation
83. Las Cruces Medical Center, LLC
84. Lea Regional Hospital, LLC
85. Lexington Hospital Corporation
86. Longview Merger, LLC
87. LRH, LLC
88. Lutheran Health Network of Indiana, LLC
89. Marion Hospital Corporation
E-2
91. Massillon Community Health System LLC
92. Massillon Health System LLC
93. Massillon Holdings, LLC
94. McKenzie Tennessee Hospital Company, LLC
95. McNairy Hospital Corporation
96. MCSA, L.L.C.
97. Medical Center of Brownwood, LLC
98. Merger Legacy Holdings, LLC
99. MMC of Nevada, LLC
100. Moberly Hospital Company, LLC
101. MWMC Holdings, LLC
102. National Healthcare of Leesville, Inc.
103. National Healthcare of Mt. Vernon, Inc.
104. National Healthcare of Newport, Inc.
105. Navarro Hospital, L.P.
106. Navarro Regional, LLC
107. NC-DSH, LLC
108. Northampton Hospital Company, LLC
109. Northwest Hospital, LLC
110. NOV Holdings, LLC
111. NRH, LLC
112. Oak Hill Hospital Corporation
113. Oro Valley Hospital, LLC
114. Palmer-Wasilla Health System, LLC
115. Payson Hospital Corporation
116. Pennsylvania Hospital Company, LLC
117. Phillips Hospital Corporation
118. Phoenixville Hospital Company, LLC
119. Pottstown Hospital Company, LLC
120. QHG Georgia Holdings, Inc.
121. QHG Georgia Holdings II, LLC
122. QHG Georgia, LP
123. QHG of Barberton, Inc.
124. QHG of Bluffton Company, LLC
125. QHG of Clinton County, Inc.
126. QHG of Enterprise, Inc.
127. QHG of Forrest County, Inc.
128. QHG of Fort Wayne Company, LLC
129. QHG of Hattiesburg, Inc.
130. QHG of Massillon, Inc.
131. QHG of South Carolina, Inc.
132. QHG of Spartanburg, Inc.
133. QHG of Springdale, Inc.
134. QHG of Warsaw Company, LLC
135. Quorum Health Resources, LLC
E-3
137. Red Bud Illinois Hospital Company, LLC
138. Regional Hospital of Longview, LLC
139. River Region Medical Corporation
140. Roswell Hospital Corporation
141. Russell County Medical Center, Inc.
142. Ruston Hospital Corporation
143. Ruston Louisiana Hospital Company, LLC
144. SACMC, LLC
145. Salem Hospital Corporation
146. San Angelo Community Medical Center, LLC
147. San Angelo Medical, LLC
148. San Miguel Hospital Corporation
149. Shelbyville Hospital Corporation
150. Siloam Springs Arkansas Hospital Company, LLC
151. Siloam Springs Holdings, LLC
152. SouthCrest, L.L.C.
153. Southern Texas Medical Center, LLC
154. Spokane Valley Washington Hospital Company, LLC
155. Spokane Washington Hospital Company, LLC
156. Tennyson Holdings, LLC
157. Tooele Hospital Corporation
158. Triad Healthcare Corporation
159. Triad Holdings III, LLC
160. Triad Holdings IV, LLC
161. Triad Holdings V, LLC
162. Triad Nevada Holdings, LLC
163. Triad of Alabama, LLC
164. Triad of Oregon, LLC
165. Triad-ARMC, LLC
166. Triad-Denton Hospital GP, LLC
167. Triad-Denton Hospital, L.P.
168. Triad-El Dorado, Inc.
169. Triad-Navarro Regional Hospital Subsidiary, LLC
170. Triad-South Tulsa Hospital Company, Inc.
171. VHC Medical, LLC
172. Vicksburg Healthcare, LLC
173. Victoria Hospital, LLC
174. Victoria of Texas, L.P.
175. Virginia Hospital Company, LLC
176. Warren Ohio Hospital Company, LLC
177. Warren Ohio Rehab Hospital Company, LLC
178. Watsonville Hospital Corporation
179. Waukegan Hospital Corporation
180. Waukegan Illinois Hospital Company, LLC
181. Weatherford Hospital Corporation
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183. Webb Hospital Corporation
184. Webb Hospital Holdings, LLC
185. Wesley Health System, LLC
186. West Grove Hospital Company, LLC
187. WHMC, LLC
188. Wilkes-Barre Behavioral Hospital Company, LLC
189. Wilkes-Barre Holdings, LLC
190. Wilkes-Barre Hospital Company, LLC
191. Williamston Hospital Corporation
192. Women & Childrens Hospital, LLC
193. Woodland Heights Medical Center, LLC
194. Woodward Health System, LLC
195. Youngstown Ohio Hospital Company, LLC
E-5
Specified Agreements
c/o Credit Suisse AG
as Administrative Agent, Collateral Agent and Issuing Bank
Eleven Madison Avenue
New York, New York 10010
Very truly yours, | ||||
Schedule of Guarantors
Abilene Merger, LLC
Anna Hospital Corporation
Arizona DH, LLC
Berwick Hospital Company, LLC
BH Trans Company, LLC
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Birmingham Holdings, LLC
Birmingham Holdings II, LLC
Bluefield Holdings, LLC
Bluefield Hospital Company, LLC
Bluffton Health System, LLC
Brownsville Hospital Corporation
Brownwood Hospital, L.P.
Brownwood Medical Center, LLC
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
Claremore Regional Hospital, LLC
Clarksville Holdings, LLC
Cleveland Hospital Corporation
Cleveland Regional Medical Center, L.P.
Cleveland Tennessee Hospital Company, LLC
Clinton Hospital Corporation
Coatesville Hospital Corporation
College Station Hospital, L.P.
College Station Medical Center, LLC
College Station Merger, LLC
Community GP Corp.
Community Health Investment Company, LLC
Community LP Corp.
CP Hospital GP, LLC
CPLP, LLC
Crestwood Hospital, LP, LLC
Crestwood Hospital, LLC
CSMC, LLC
CSRA Holdings, LLC
Deaconess Holdings, LLC
Deming Hospital Corporation
Desert Hospital Holdings, LLC
Detar Hospital, LLC
DHSC, LLC
DHFW Holdings, 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 Clinic 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.
Jackson Hospital Corporation (KY)
Jackson Hospital Corporation (TN)
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 Merger, LLC
LRH, LLC
Lutheran Health Network of Indiana, LLC
Marion Hospital Corporation
Massillon Community Health 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
National Healthcare of Leesville, Inc.
National Healthcare of Mt. Vernon, Inc.
National Healthcare of Newport, Inc.
Navarro Hospital, L.P.
Navarro Regional, LLC
NC-DSH, LLC
Northampton Hospital Company, 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
Pennsylvania Hospital Company, LLC
Phillips Hospital Corporation
Phoenixville Hospital Company, LLC
Pottstown Hospital Company, LLC
QHG Georgia Holdings, Inc.
QHG Georgia Holdings II, LLC
QHG Georgia, L.P.
QHG of Barberton, 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 Illinois Hospital Company, LLC
Regional Hospital of Longview, LLC
River Region Medical Corporation
Roswell Hospital Corporation
Russell County Medical Center, Inc.
Ruston Hospital Corporation
Ruston Louisiana Hospital Company, LLC
SACMC, LLC
Salem Hospital Corporation
San Angelo Community Medical Center, LLC
San Angelo Medical, LLC
San Miguel Hospital Corporation
Shelbyville Hospital Corporation
Siloam Springs Arkansas Hospital Co., LLC
Siloam Springs Holdings, LLC
SouthCrest, L.L.C.
Southern Texas Medical Center, LLC
Spokane Valley Washington Hospital Co., LLC
Spokane Washington Hospital Company, LLC
Tennyson Holdings, LLC
Toelle Hospital Corporation
Triad Healthcare 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-Denton Hospital GP, LLC
Triad-Denton Hospital, L.P.
Triad-El Dorado, Inc.
Triad-Navarro Regional Hospital Subsidiary, LLC
Triad-South Tulsa Hospital Company, Inc.
VHC Medical, LLC
Vicksburg Healthcare, LLC
Victoria Hospital, LLC
Victoria of Texas, L.P.
Virginia Hospital Company, LLC
Warren Ohio Hospital Company, LLC
Warren Ohio Rehab Hospital Company, LLC
Watsonville Hospital Corporation
Waukegan Hospital Corporation
Waukegan Illinois Hospital Company, LLC
Weatherford Hospital Corporation
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 & Childrens Hospital, LLC
Woodland Heights Medical Center, LLC
Woodward Health System, LLC
Youngstown Ohio Hospital Company, LLC