TABLE OF CONTENTS PAGE ---- ARTICLE I RECITALS, DEFINITIONS AND DEMISE........ 2 1.1 RECITALS.................................... 2 1.2 DEFINITIONS................................. 2 1.3 DEMISE OF THE LEASED PREMISES............... 12 ARTICLE II...Lease Agreement • August 14th, 1998 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
ASSET PURCHASE AGREEMENT AMONG RILEY DEVELOPMENT SYSTEMS, INC. AND OTHERS AS SELLER AND MERIDIAN HMA,INC. AND MERIDIAN HMA NURSING HOME, INC. AS BUYER ==============================================================================Asset Purchase Agreement • May 14th, 1998 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Mississippi
May 6, 1996 Health Management Associates, Inc. 5811 Pelican Bay Blvd., Suite 500 Naples, FL 33963 Attn: Robert E. Farnham Dear Mr. Farnham: This letter agreement (this "Agreement") documents the parties' understandings relative to an extension of...Letter Agreement • December 20th, 1996 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
Exhibit 99(a) HEALTH MANAGEMENT ASSOCIATES, INC. Principal Amount at Maturity Zero-Coupon Convertible Senior Subordinated Notes due 2022 Purchase Agreement January 22, 2002 CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. HEALTH...Health Management Associates Inc • February 13th, 2002 • Services-general medical & surgical hospitals, nec • New York
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2000 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
Zero-Coupon Convertible Senior Subordinated Notes due 2022 INDENTUREIndenture • February 13th, 2002 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
EXHIBIT 4.3 CREDIT AGREEMENT by and among HEALTH MANAGEMENT ASSOCIATES, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and as Lender, FIRST UNION NATIONAL BANK., as Syndication Agent and as Lender,Credit Agreement • December 23rd, 1999 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
March 23, 2000Letter Agreement • May 12th, 2000 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
1.03.A. 'Applicable Interest Addition' means for each LIBOR Loan that percent per annum set forth below, which shall be (i) determined as of each Determination Date (as defined in the HMA Credit Agreement) and furnished to the Agent not later than the...Term Loan Agreement • May 13th, 1997 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec
AND [ ], AS TRUSTEE INDENTUREHealth Management Associates Inc • February 23rd, 1998 • Services-general medical & surgical hospitals, nec • New York
AGREEMENT by and amongAgreement • August 12th, 1999 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Mississippi
CREDIT AGREEMENT Dated as of November 18, 2011 among HEALTH MANAGEMENT ASSOCIATES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO SECURITIES, LLC, as Joint Lead...Credit Agreement • February 27th, 2012 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
This CREDIT AGREEMENT is entered into as of November 18, 2011, among HEALTH MANAGEMENT ASSOCIATES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.
ZERO-COUPON CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2022 REGISTRATION RIGHTS AGREEMENTRights Agreement • February 13th, 2002 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
EXHIBIT 10.1 DEFINITIVE AGREEMENTDefinitive Agreement • August 14th, 1998 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
REGISTRATION RIGHTS AGREEMENT Dated as of November 18, 2011 Among HEALTH MANAGEMENT ASSOCIATES, INC., the Guarantors party hereto and DEUTSCHE BANK SECURITIES INC. and WELLS FARGO SECURITIES, LLC, as Representatives of the Initial PurchasersRegistration Rights Agreement • February 27th, 2012 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 18, 2011, among HEALTH MANAGEMENT ASSOCIATES, INC., a Delaware corporation (the “Company”), the Guarantors (as defined below) and DEUTSCHE BANK SECURITIES INC. and WELLS FARGO SECURITIES, LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule 2 to the Purchase Agreement (as defined below).
RIGHTS AGREEMENT by and between HEALTH MANAGEMENT ASSOCIATES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of May 24, 2013Rights Agreement • May 24th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • Delaware
THIS RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2013, is entered into by and between Health Management Associates, Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
225,000,000 AGGREGATE PRINCIPAL AMOUNT HEALTH MANAGEMENT ASSOCIATES, INC.Purchase Agreement • August 8th, 2008 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
Health Management Associates, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A (the “Initial Purchasers”), $225,000,000 in aggregate principal amount of its 3.75% Convertible Senior Subordinated Notes due 2028 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $25,000,000 in aggregate principal amount of its 3.75% Convertible Senior Subordinated Notes due May May 1, 2028 (the “Optional Notes” and, together with the Firm Notes, the “Notes”), as provided in Section 2. Banc of America Securities LLC (“BAS”) has agreed to act as representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. To the extent that there are no additional Initial Purchasers listed on Schedule A other than you, the terms Representatives and Initial Purchasers as used herein shall mean you,
AGREEMENT AND PLAN OF MERGER Dated as of July 29, 2013, by and among HEALTH MANAGEMENT ASSOCIATES, INC. COMMUNITY HEALTH SYSTEMS, INC. and FWCT-2 ACQUISITION CORPORATIONAgreement and Plan of Merger • July 30th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among Health Management Associates, Inc., a Delaware corporation (the “Company”), Community Health Systems, Inc., a Delaware corporation (“Parent”), and FWCT-2 Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AMONGAgreement of Merger • May 14th, 1998 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Mississippi
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 27th, 2011 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Tennessee
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of June, 2011, by and among Knoxville HMA HOLDINGS, LLC, a Tennessee limited liability company (the “Purchaser”), Health Management Associates, Inc., a Delaware corporation (“HMA”), CATHOLIC HEALTH PARTNERS, an Ohio nonprofit corporation (“CHP”), and MERCY HEALTH PARTNERS, INC., a Tennessee nonprofit corporation (“MHP”), on its own behalf and on behalf of its affiliates located in Knoxville, Tennessee and the surrounding communities, listed under the heading “Facilities and Operating Companies” on Exhibit A hereto (individually, an “MHP Affiliate” and collectively, the “MHP Affiliates”) (MHP, and the MHP Affiliates are individually referred to herein as a “Seller” and collectively the “Sellers”). Purchaser, HMA, CHP and Sellers are sometimes referred to in this Agreement collectively as the “Parties” or individually as a “Party”.
6.125% Senior Notes due 2016Health Management Associates Inc • April 24th, 2006 • Services-general medical & surgical hospitals, nec • New York
INDENTURE, dated as of April 21, 2006, between Health Management Associates, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal offices at 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108 and U.S. Bank National Association, a banking corporation duly organized under the laws of the United States of America, as Trustee (the “Trustee”).
WITNESSETH: ----------Revolving Credit and Reimbursement Agreement • May 13th, 1997 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
CREDIT AGREEMENT dated as of September 30, 2011 among KNOXVILLE HMA HOLDINGS, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative...Credit Agreement • January 12th, 2012 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2011 by and among KNOXVILLE HMA HOLDINGS, LLC, a Tennessee limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
AMENDMENT AND CONSENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 25th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • Delaware
This AMENDMENT AND CONSENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment and Consent”), dated as of September 24, 2013, is entered into by and among Health Management Associates, Inc., a Delaware corporation (the “Company”), Community Health Systems, Inc., a Delaware corporation (“Parent”), and FWCT-2 Acquisition Corporation, a Delaware corporation (“Merger Sub”).
TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED RESTRUCTURING AGREEMENT dated as of September 30, 2009 among CAROLINAS HOLDINGS, LLC, CAROLINAS JV HOLDINGS, L.P., NOVANT HEALTH, INC. HEALTH MANAGEMENT ASSOCIATES, INC. and FOUNDATION...Lease Agreement • November 5th, 2009 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • North Carolina
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2009, by and among Carolinas Holdings, LLC, a Delaware limited liability company (the “Company”), Carolinas JV Holdings, L.P., a Delaware limited partnership (“HMA LP”), Health Management Associates, Inc., a Delaware corporation (“HMA”), Foundation Health Systems Corp., a North Carolina non-profit corporation which is exempt from federal income tax as an organization described in Section 501(c)(3) of the Code (“Foundation”), and Novant Health, Inc., a North Carolina non-profit corporation which is exempt from federal income tax as an organization described in Section 501(c)(3) of the Code (“Novant”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between COMMUNITY HEALTH SYSTEMS, INC. and [TRUSTEE] Dated as of [—]Contingent Value Rights Agreement • July 30th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—]1 (this “CVR Agreement”), by and between Community Health Systems, Inc., a Delaware corporation (the “Company”), and [—], a [—], as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs” and, each individually, a “Security” or a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
TRUSTEEHealth Management Associates Inc • October 27th, 2000 • Services-general medical & surgical hospitals, nec • New York
Amendment to Stock Option Agreements Between Health Management Associates, Inc. And William J. SchoenStock Option Agreements • December 22nd, 2000 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec
Exhibit 10.1 HOSPITAL MANAGEMENT AGREEMENT -----------------------------Hospital Management Agreement • February 13th, 1997 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Florida
ASSET SALE AGREEMENTAsset Sale Agreement • November 12th, 2003 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Tennessee
This Asset Sale Agreement (the “Agreement”) is made and entered into as of the 22nd day of August, 2003 (the “Effective Date”) by and among Health Point Physician Hospital Organization, Inc., a Tennessee corporation (“HPPH”), National Medical Hospital of Tullahoma, Inc., a Delaware corporation (“NMHT”), National Medical Hospital of Wilson County, Inc., a Delaware corporation (“NMHWC”), S.C. Management, Inc., a Washington corporation (“SCM”), Tenet HealthSystem Hospitals, Inc., a Delaware corporation (“THH”), Tenet HealthSystem Medical, Inc., a Delaware corporation (“THM”), Tenet Lebanon Surgery Center, L.L.C., a Tennessee limited liability company (“TLS”), Wilson County Management Services, Inc., a Tennessee corporation (“WCM”) (HPPH, NMHT, NMHWC, SCM, THH, THM, TLS and WCM are collectively referred to herein as “Seller”) and Health Management Associates, Inc., a Delaware corporation (“Purchaser”).
FOREmployment Agreement • January 12th, 2001 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec
CREDIT AGREEMENT Dated as of February 16, 2007 among HEALTH MANAGEMENT ASSOCIATES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION as Syndication Agent,...Security Agreement • July 8th, 2009 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • New York
This CREDIT AGREEMENT is entered into as of February 16, 2007, among HEALTH MANAGEMENT ASSOCIATES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and SUNTRUST BANK, as Co-Documentation Agents.
WAIVERWaiver • November 13th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • New York
WAIVER (this “Waiver”) dated as of July 29, 2013 under the CREDIT AGREEMENT (as heretofore amended, “Credit Agreement”), dated as of November 18, 2011, among HEALTH MANAGEMENT ASSOCIATES, INC., a Delaware corporation, (the “Borrower”), the Restricted Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (in such capacity, the “Administrative Agent”) and each of the other Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT TO THE RIGHTS AGREEMENTThe Rights Agreement • July 30th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT dated as of July 29, 2013 (this “Amendment”), amends the Rights Agreement, dated as of May 24, 2013 (the “Rights Agreement”), by and between Health Management Associates, Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
AND [ ], AS TRUSTEE INDENTUREHealth Management Associates Inc • October 16th, 1998 • Services-general medical & surgical hospitals, nec • New York
