Exhibit 10.6
PLAN-TO-PLAN TRANSFER AGREEMENT
ASSOCIATED HEALTHCARE SYSTEMS 401(k) RETIREMENT PLAN
AND
COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
A. Xxxxxx Xxxxxx and Xxxxx X. Xxxxxxxx, Xx. (collectively the
"Associated Trustee"), as Co-Trustees of the Associated Healthcare Systems
401(k) Retirement Plan (the "Associated Plan"); Xxxxxxx Trust Company (the "CHS
Trustee"), as the directed Trustee of the Community Health Systems, Inc. 401(k)
Plan (the "CHS Plan"); Associated Healthcare Systems, Inc. ("Associated"), as
the Plan Administrator of the Associated Plan; and the CHS/Community Health
Systems, Inc. Retirement Committee ("CHS"), as the Plan Administrator of the CHS
Plan, enter into this Plan-to-Plan Transfer Agreement ("Agreement") by and among
themselves in their separate, respective capacities as the Trustees and Plan
Administrators of the Associated Plan and CHS Plan as of the 30th day of
September, 2004 (the "Effective Date").
WITNESSETH:
WHEREAS, Associated has agreed to purchase all of the outstanding
shares of the capital stock of National Healthcare of Pocahontas, Inc., Xxxxxxxx
County Clinic Corp., Sabine Medical Center, Inc., and Sabine Medical Clinic,
Inc. ("Facilities"), according to the terms of that certain Purchase Agreement
entered into by and between Associated, CHS, Hallmark Holdings Corp., and CHS
Holdings Corp., on July 2,2004; and
WHEREAS, employees of the Facilities are eligible to participate in the
CHS Plan, subject to the terms of the CHS Plan; and
WHEREAS, employees of the Facilities will become eligible to
participate in the Associated Plan following the sale of shares, subject to the
terms of the Associated Plan; and
WHEREAS, the CHS Plan and the Associated Plan are intended to be
tax-qualified under Section 401(a) of the Internal Revenue Code ("Code"); and
WHEREAS, in connection with its sale of shares in the Facilities, CHS
wishes to effect the transfer of the CHS Plan accounts of the employees of the
Facilities who are participants in the CHS Plan to the Associated Plan,
effective as of the Effective Date, and Associated wishes to effect and consent
to such transfer; and
WHEREAS, the Plan Administrator of the CHS Plan has the authority to
enter into a transfer of plan assets agreement, and to direct the CHS Trustee
Plan to effect any such transfer; and
WHEREAS, the Associated Plan grants the Associated Trustee and the Plan
Administrator of the Associated Plan specific authority, and Associated as the
plan administrator directs the Associated Trustee, to enter into a transfer of
plan assets agreement; and
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Exhibit 10.6
WHEREAS, CHS deems it in the best interest of the administration of the
CHS Plan and in the best interest of the participants in the CHS Plan who are
employees of the Facilities to transfer and assign all such participant and
related accounts in the CHS Plan to the Associated Plan on the terms set forth
herein; and
WHEREAS, Associated deems it in the best interest of the administration
of the Associated Plan and in the best interests of the employees at the
Facilities who will become eligible to participate in the Associated Plan, to
accept the transfer and assignment to the Associated Plan of the participant and
related accounts in the CHS Plan on the terms set forth herein.
NOW, THEREFORE, for and in consideration of the premises, the Trustees
and Plan Administrators, acting in their respective capacities on behalf of the
CHS Plan and on behalf of the Associated Plan, hereby agree as follows:
(1) TRANSFER OF ASSETS. The CHS Trustee shall transfer and
assign directly to the Associated Trustee the accounts and related assets of all
participants in the CHS Plan who are employees of the Facilities, including the
accounts and related assets of any beneficiaries of such employees and of any
alternate payees with respect to such employees and any participant plan loans,
and the Associated Trustee shall accept such transfer and assignment to the
Associated Plan.
(2) HOLDING AND INVESTMENT OF ASSETS. The Associated Trustee
and Associated shall thereafter hold, invest, administer, and distribute the
assets of the CHS Plan transferred and assigned in accordance with the terms of
the Associated Plan.
(3) PARTICIPANTS' ACCOUNTS. With respect to the accounts of
the participants in the CHS Plan transferred to the Associated Plan, the
following conditions shall apply:
(a) The sum of the transferred CHS Plan account balances
and the account balances in the Associated Plan shall
equal the fair market value (determined as of the date
of transfer) of the entire plan assets of the
Associated Plan as required under Treas. Reg.
Section 1.414(1)-1(d)(1)
(b) The transferred assets of the CHS Plan and the assets
of the . Associated Plan immediately prior to the
transfer shall be combined to form the assets of the
Associated Plan as required under Treas. Reg. Section
1.414(1)-1(d)(2);
(c) Immediately after the transfer, each participant whose
account is transferred to the Associated Plan shall
have an account balance equal to the sum of the
account balances each participant had in the CHS Plan
immediately prior to the transfer as required under
Treas. Reg. Section 1.414(1)-1(d)(3);
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Exhibit 10.6
(d) Participants shall continue to vest in their interest
in the amounts attributable to the CHS Plan in
accordance with the vesting schedule set forth in the
Associated Plan, which will be no less generous than
the vesting schedule in the CHS Plan;
(e) The transfer of the accounts shall not result in
elimination of any Code Section 411(d)(6) protected
benefit, except to the extent permitted by the
Internal Revenue Code of 1986 or the Treasury
Regulations promulgated thereunder, and Associated
shall amend the Associated Plan to prevent the
elimination of any such benefit; and
(f) Plan loans of participants in the CHS Plan shall
continue under the Associated Plan according to the
same terms and conditions and no plan loans shall be
deducted from the CHS Plan account balances or the
transferred assets.
(4) BINDING EFFECT. The terms and conditions of this Agreement
shall bind the Trustees (and their successors) of the Associated Plan and of the
CHS Plan and shall operate as if fully set forth within the Associated Plan.
(5) REPRESENTATIONS.
(a) Associated hereby represents and warrants to CHS and
the CHS Trustee as 'follows: The Associated Plan is
intended to be and has been intended since its
inception to be qualified and tax-exempt under the
provisions of Sections 401 (a) and 501 (a) of the
Code; is and has been since its inception in material
compliance with its terms and, both as to form and in
operation, with the requirements prescribed by law
that are applicable to such plan. All returns,
reports, and disclosure statements required to be made
with respect to the Associated Plan have been timely
filed or delivered. The Associated Plan is not
currently and has not been under audit, inquiry, or
investigation, and there are no outstanding issues
with reference to the Associated Plan pending before
any governmental agency. Other than routine claims for
benefits, there are no actions, audits, arbitrations,
suits, claims, or investigations pending or threatened
against or with respect to the Associated Plan, and
there are no threatened or pending claims with respect
to the Associated Plan alleging a breach of fiduciary
duty or violation of law, nor is there any basis for
such.
(b) CHS hereby represents and warrants to Associated and
the Associated Trustee as follows: The CHS Plan is
intended to be and has been intended since its
inception to be qualified and tax-exempt under the
provisions of Sections 401(a) and 501(a) of the Code;
is and has been since its inception in material
compliance with its terms and, both as to form and in
operation, with the
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Exhibit 10.6
requirements prescribed by law that are applicable to
such plan. All returns, reports, and disclosure
statements required to be made with respect to the CHS
Plan have been timely filed or delivered. The CHS Plan
is not currently and has not been under audit,
inquiry, or investigation, and there are no
outstanding issues with reference to the CHS Plan
pending before any governmental agency. Other than
routine claims for benefits, there are no actions,
audits, arbitrations, suits, claims, or investigations
pending or threatened against or with respect to the
CHS Plan, and there are no threatened or pending
claims with respect to the CHS Plan alleging a breach
of fiduciary duty or violation of law, nor is there
any basis for such.
(6) INDEMNIFICATION.
(a) Associated hereby agrees to defend, indemnify, and
hold harmless CHS (including, without limitation, the
trustees, officers, directors, independent
contractors, employees, agents, plan fiduciaries,
successors, and assigns of CHS, its parent, and
subsidiaries) for, from, and/or against any and all
claims, losses, liabilities, damages, costs
(including, without limitation, court costs and costs
of appeal) and expenses (including, without
limitation, reasonable attorneys' fees and fees of
expert consultants and witnesses) that the indemnified
parties incur as a result of, with respect to, arising
out of, or related to any breach by Associated or
Associated Trustee of this Agreement and/or the
transfer contemplated by this Agreement.
(b) CHS hereby agrees to defend, indemnify, and hold
harmless Associated (including, without limitation,
the trustees, officers, directors, independent
contractors, employees, agents, plan fiduciaries,
successors, and assigns of Associated, its parent, and
subsidiaries) for, from, and/or against any and all
claims, losses, liabilities, damages, costs
(including, without limitation, court costs and costs
of appeal) and expenses (including, without
limitation, reasonable attorneys' fees and fees of
expert consultants and witnesses) that the indemnified
parties incur as a result of, with respect to, arising
out of, or related to any breach by CHS or CHS Trustee
of this Agreement and/or the transfer contemplated by
this Agreement.
(7) EFFECTIVE DATE. The transfer and assignment herein
described of account balances in the CHS Plan to the Associated Plan shall take
place as of the Effective Date.
(8) MULTIPLE COUNTERPARTS. This Assignment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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Exhibit 10.6
IN WITNESS WHEREOF, the Plan Administrators have signed this Agreement in their
fiduciary capacities on behalf of the Associated Plan and separately on behalf
of the CHS Plan; the Associated Trustee has signed this Agreement, at the
direction of Associated as the Plan Administrator of the Associated Plan, solely
in its capacity as Trustee of the Associated Plan; and the CHS Trustee has
signed this Agreement, at the direction of CHS as the Plan Administrator of the
CHS Plan, solely in its capacity as directed Trustee of the CHS Plan, below as
of the Effective Date.
ASSOCIATED HEALTHCARE SYSTEMS, INC.
Plan Administrator of the Associated Healthcare
Systems 401(k) Retirement Plan
By: /s/ XXXXXXXX XXXX
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Xxxxxxxx Xxxx,
Title: Director of HR and Risk Management
CHS/COMMUNITY HEALTH SYSTEMS, INC.
RETIREMENT COMMITTEE
Plan Administrator of the Community Health
Systems, Inc. 401(k) Plan
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx,
Title: Member of the Committee
A. XXXXXX XXXXXX AND XXXXX X.
XXXXXXXX, XX.
Co-Trustees of the Associated Healthcare Systems
401(k) Retirement Plan
A. XXXXXX XXXXXX
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A. Xxxxxx Xxxxxx, Trustee
XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Trustee
XXXXXXX TRUST COMPANY
Trustee of the Community Health Systems, Inc.
401(k) Plan
By: [Illegible]
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Title: Vice President
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