Exhibit 10.2
Exhibit A to Stock Option Agreement
STOCKHOLDER'S AGREEMENT, dated as of ______________, between
Community Health Systems Holdings Corp., a Delaware corporation, and the
undersigned (the "Director"), who was granted the right and option (the
"Option") to acquire shares of Class A Common Stock, par value $.01 per share,
of the Company pursuant to the terms and conditions of a Stock Option Agreement,
dated as of May 21, 1997, between the Company and the Director (the "Option
Agreement").
WHEREAS, the Director was at the time of the grant of the
Option a member of the Board of Directors of the Company;
WHEREAS, Forstmann Little & Co. Equity Partnership-V, L.P., a
Delaware limited partnership ("Equity-V"), and Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-V, L.P., a Delaware
limited partnership ("MBO-VI"), purchased an aggregate of 449,123 shares of
Class A Common Stock;
WHEREAS, the Option Agreement requires the Director to enter
into a Stockholder's Agreement upon and as a condition to the exercise of the
Option;
WHEREAS, the Director wishes to exercise the Option to acquire
shares of Class A Common Stock; and
WHEREAS, the Director and the Company wish to provide for
certain arrangements with respect to the Director's rights to hold and dispose
of the shares of Class A Common Stock acquired by the Director upon exercise of
the Option.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS; EXERCISE OF OPTION.
1.1 DEFINITIONS; RULES OF CONSTRUCTION.
(a) The following terms, as used herein, shall have the
following meanings:
"Act" shall mean the Securities Act of 1933, as amended.
"Affiliate" shall mean, with respect to any Person, any
other Person which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person.
"Affiliate Securities" shall mean any securities issued
by an Affiliate of the Company.
"Agreement" shall mean this Stockholder's Agreement, as
amended, supplemented or modified from time to time.
"Capital Transaction" shall mean any Stock Dividend,
recapitalization (including, without limitation, any special dividend or
distribution), reclassification, spin-off, partial liquidation or similar
capital adjustments (including, without limitation, through merger or
consolidation).
"Class A Common Stock" shall mean the Class A Common
Stock, par value $0.01 per share, of the Company. There shall be included within
the term Class A Common Stock any Class A Common Stock now or hereafter
authorized to be issued, and any and all securities of any kind whatsoever of
the Company which may be issued after the date hereof in respect of, or in
exchange for, shares of Class A Common Stock pursuant to a Capital Transaction
or otherwise.
"Company" shall mean Community Health Systems Holdings
Corp., a Delaware corporation, and shall include any successor thereto by
merger, consolidation, acquisition of substantially all the assets thereof, or
otherwise.
"Equity-V" shall have the meaning ascribed to such term
in the second "Whereas" clause hereof.
"Expenses of Sale" shall mean all expenses incurred by
the FL & Co. Companies in connection with the sale of the shares of the selling
stockholders pursuant to Section 2.2, 2.3 or 2.4 hereof to the extent that such
expenses are not paid or reimbursed by the Company.
"FL & Co. Companies" shall mean the collective reference
to Equity-V and MBO-VI.
"Legal Representative" shall mean the guardian,
executor, administrator or other legal representative of the Director. All
references herein to the Director shall be deemed to include references to the
Director's Legal Representative, if any, unless the context otherwise requires.
"Litigation" shall mean any actions, suits or
proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby.
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"MBO-VI" shall have the meaning ascribed to such term in
the second "Whereas" clause hereof.
"Option" and "Option Agreement" shall have the
respective meanings ascribed to such terms in the first paragraph hereof.
"Permitted Transferee" shall have the meaning ascribed
to such term in Section 2.1(b) hereof.
"Person" shall mean an individual, a corporation, a
partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"Release Date" shall mean the date on which the FL & Co.
Companies and their Affiliates shall cease to own in the aggregate directly or
indirectly at least 25 percent of the then outstanding securities of the Company
having the power to vote in the election of directors of the Company.
"Representative" shall have the meaning ascribed to such
term in Section 4.12(b).
"Sale Obligations" shall mean any liabilities and
obligations (including liabilities and obligations for indemnification, amounts
paid into escrow and post-closing adjustments) incurred by the selling
stockholders in connection with the sale of their shares pursuant to Section
2.2, 2.3 or 2.4 hereof.
"Section 2.2 Notice" shall have the meaning ascribed to
such term in Section 2.2(a) hereof.
"Section 2.3 Notice" shall have the meaning ascribed to
such term in Section 2.3(a) hereof.
"Stock Dividend" shall mean any stock split, stock
dividend or reverse stock split.
"Third Party" shall mean any Person other than any of
the FL & Co. Companies or an Affiliate or a partner of any of the FL & Co.
Companies or an Affiliate of such partner.
"Transaction" shall mean any sale pursuant to Section
2.2, 2.3 or 2.4 hereof.
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(b) In this Agreement, unless the context otherwise
requires, words in the singular number or in the plural number shall each
include the singular number and the plural number.
1.2. ACQUISITION OF CLASS A COMMON STOCK. The Director hereby
elects to exercise the Option in respect of the shares of Class A Common Stock
set forth in Annex A hereto. Promptly upon payment in full of the exercise price
for the shares of Class A Common Stock in respect of which the Option is being
exercised and full compliance by the Director with the terms of the Option
Agreement and Section 4.12(a)(ii) hereof, the Company shall promptly issue a
stock certificate in the name of the Director representing the shares of Class A
Common Stock in respect of which the Option is being exercised and shall enter
the Director's name on the books of the Company as the stockholder of record of
such shares of Class A Common Stock.
2. RIGHTS AND RESTRICTIONS ON CLASS A COMMON STOCK.
2.1 NO SALE OR TRANSFER.
(a) The Director shall not sell, transfer, assign,
exchange, pledge, encumber or otherwise dispose of any shares of Class A Common
Stock acquired pursuant hereto or otherwise subject to this Agreement or grant
any option or right to purchase such shares or any legal or beneficial interest
therein, except in accordance with the provisions of this Agreement.
(b) The Director may transfer any shares of Class A
Common Stock acquired hereunder or otherwise subject to this Agreement by will,
but only to:
(i) any spouse, parent, child (whether
natural or adopted), grandchild,
brother or sister of the Director,
or
(ii) any corporation or partnership
which is controlled by any spouse,
parent, child (whether natural or
adopted), grandchild, brother or
sister of the Director
(the person or persons to which shares of Class A Common Stock are transferred
in accordance with this Section 2.1(b) being herein referred to as the
"Permitted Transferee"); provided, that, for any transfer to the Permitted
Transferee to be effective hereunder, the Permitted Transferee shall agree in
writing to be bound by all the terms of this Agreement applicable to the
Director (including, without limitation, Section 4.12(b) hereof) as if the
Permitted Transferee originally had been a party hereto; and provided, further,
that all of the stockholders of any Permitted Transferee that is a corporation
and all of the partners of any Permitted Transferee that is a partnership shall
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agree with the Company in writing not to transfer any shares they then own or
may hereafter acquire in the corporate Permitted Transferee or any partnership
interests they then own or may hereafter acquire in the partnership Permitted
Transferee except to a person described in paragraph (i) or (ii) above that has
made the same agreement in writing to the Company, so long as the corporate or
partnership Permitted Transferee shall own any shares of Class A Common Stock.
Any reference herein to the Director shall also be to the Permitted Transferee
from and after the date the transfer is effected in accordance with this Section
2.1(b).
2.2 PARTICIPATION IN SALE OF CLASS A COMMON STOCK. The Director,
at the Director's option, may participate proportionately (and the FL & Co.
Companies shall allow the Director to participate proportionately) in any sale
(other than a public offering, which shall be governed by Section 2.3 hereof) of
all or a portion of the shares of Class A Common Stock owned by either of the FL
& Co. Companies to any Third Party by selling to the Third Party the same
percentage of the Director's shares of Class A Common Stock as the FL & Co.
Companies propose to sell of their shares to the Third Party (determined on the
basis of the aggregate number of such shares of Class A Common Stock owned, and
the aggregate number of such shares being sold, by the FL & Co. Companies). For
purposes of determining the number of shares of Class A Common Stock in respect
of which the Director may participate in such sale pursuant to this Section 2.2,
the Director shall be deemed to own the shares of Class A Common Stock acquired
upon exercise of the Option at any time plus (a) if, at the time of such sale,
the Director is still serving as a director of the Company, the shares of Class
A Common Stock subject to any then unexercised portion of the Option, if any, or
(b) if, at the time of such sale, the Director has ceased to serve as a director
of the Company but has not yet exercised the Option pursuant to Section 6.2(b)
of the Option Agreement, the shares of Class A Common Stock issuable upon
exercise of the portion of the Option that is exercisable pursuant to Sections
6.2(b) and 4.1 of the Option Agreement, if any. The Company shall notify the
Director in writing of the FL & Co. Companies' intention to effect such a sale
to a Third Party and the nature and per share amount of consideration to be paid
by such Third Party at least 10 days, or such shorter time as the Company deems
practicable, before the closing of any such proposed sale of shares of Class A
Common Stock (the "Section 2.2 Notice"), and the Director shall notify the
Company in writing within five days after receipt of the Section 2.2 Notice of
his or her intention to participate in such sale, including the number of shares
of Class A Common Stock with respect to which he or she will so participate. Any
failure by the Director to so notify the Company within such five-day period
shall be deemed an election by the Director not to participate in such sale with
respect to any of his or her shares. Any sale of shares of Class A Common Stock
by the Director pursuant to this Section 2.2 shall be for the same consideration
per share, on the same terms and subject to the same conditions as the sale of
shares of Class A Common Stock owned by the FL & Co. Companies. If the Director
sells any shares of Class A Common Stock pursuant to this
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Section 2.2, the Director shall pay and be responsible for the Director's
proportionate share of the Expenses of Sale and the Sale Obligations.
2.3 PUBLIC OFFERING OF CLASS A COMMON STOCK.
(a) If the FL & Co. Companies propose to sell all or any
portion of the shares of Class A Common Stock owned by the FL & Co. Companies in
a public offering, the Director shall be entitled and required to participate in
such public offering by selling in the public offering the same percentage of
the Director's shares of Class A Common Stock as the FL & Co. Companies propose
to sell of their shares in the public offering (determined on the basis of the
aggregate number of shares of Class A Common Stock owned, and the aggregate
number of such shares being sold, by the FL & Co. Companies). For purposes of
determining the number of shares of Class A Common Stock in respect of which the
Director may participate in such public offering pursuant to this Section 2.3,
the Director shall be deemed to own the shares of Class A Common Stock acquired
upon exercise of the Option at any time plus (a) if, at the time of such sale,
the Director is still serving as a director of the Company, the shares of Class
A Common Stock subject to any then unexercised portion of the Option, if any, or
(b) if, at the time of such sale, the Director has ceased to serve as a director
of the Company but has not yet exercised the Option pursuant to Section 6.2(b)
of the Option Agreement, the shares of Class A Common Stock issuable upon
exercise of the portion of the Option that is exercisable pursuant to Sections
6.2(b) and 4.1 of the Option Agreement, if any. The Company shall notify the
Director in writing of the FL & Co. Companies' intention to effect such public
offering at least 10 days, or such shorter time as the Company deems
practicable, before the filing with the Securities and Exchange Commission of
the registration statement relating to such public offering (the "Section 2.3
Notice") and shall cause the Director's shares to be sold in such public
offering to be included therein. The Director shall notify the Company in
writing within five days after receipt of the Section 2.3 Notice of his or her
intention to participate in such public offering, including the number of shares
of Class A Common Stock with respect to which he or she will so participate. Any
failure by the Director to so notify the Company within such five-day period
shall be deemed an election by the Director not to participate in such public
offering with respect to any of his or her shares. If the Director sells any
shares of Class A Common Stock pursuant to this Section 2.3, the Director shall
pay and be responsible for the Director's proportionate share of the Expenses of
Sale and the Sale Obligations, including, without limitation, indemnifying the
underwriters of such public offering, on a proportionate basis, to the same
extent as the FL & Co. Companies are required to indemnify such underwriters.
(b) In connection with any proposed public offering of
securities of the Company, whether by any of the FL & Co. Companies or the
Company or otherwise, the Director agrees (i) to supply any information
reasonably requested by the Company
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in connection with the preparation of a registration statement and/or any other
documents relating to such public offering, and (ii) to execute and deliver any
agreements and instruments reasonably requested by the Company to effectuate
such public offering, including, without limitation, an underwriting agreement,
a custody agreement and a "hold back" agreement pursuant to which the Director
will agree not to sell or purchase any securities of the Company (whether or not
such securities are otherwise governed by this Agreement) for the same period of
time following the public offering as is agreed to by the FL & Co. Companies
with respect to themselves. If the Company requests that the Director take any
of the actions referred to in clause (i) or (ii) of the previous sentence, the
Director shall take such action promptly but in any event within five days
following the date of such request.
2.4 REQUIRED PARTICIPATION IN SALE OF CLASS A COMMON STOCK BY
THE FL & CO. COMPANIES. Notwithstanding any other provision of this Agreement to
the contrary, if the FL & Co. Companies shall propose to sell (including by
exchange, in a business combination or otherwise) all or any portion of their
shares of Class A Common Stock in a bona fide arm's-length transaction, the FL &
Co. Companies, at their option, may require that the Director sell the same
percentage of the Director's shares of Class A Common Stock as the FL & Co.
Companies propose to sell of their shares in the transaction (determined on the
basis of the aggregate number of shares of Class A Common Stock owned, and the
aggregate number of such shares then being sold, by the FL & Co. Companies) for
the same consideration per share, on the same terms and subject to the same
conditions in the same transaction and, if stockholder approval of the
transaction is required and the Director is entitled to vote thereon, that the
Director vote the Director's shares in favor thereof. For purposes of
determining the number of shares of Class A Common Stock in respect of which the
Director is to participate in such sale pursuant to this Section 2.4, the
Director shall be deemed to own the shares of Class A Common Stock acquired upon
exercise of the Option at any time plus (a) if, at the time of such sale, the
Director is still serving as a director of the Company, the shares of Class A
Common Stock subject to any then unexercised portion of the Option, if any, or
(b) if, at the time of such sale, the Director has ceased to serve as a director
of the Company but has not yet exercised the Option pursuant to Section 6.2(b)
of the Option Agreement, the shares of Class A Common Stock issuable upon
exercise of the portion of the Option that is exercisable pursuant to Sections
6.2(b) and 4.1 of the Option Agreement, if any. If the Director sells any shares
pursuant to this Section 2.4, the Director shall pay and be responsible for the
Director's proportionate share of the Expenses of Sale and the Sale Obligations.
2.5 TERMINATION OF RESTRICTIONS AND RIGHTS. Notwithstanding any
other provision of this Agreement to the contrary, but subject to the
restrictions of all applicable federal and state securities laws, including the
restrictions in this Agreement relating thereto, from and after the Release Date
any and all shares of Class A Common
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Stock owned by the Director (a) may be sold, transferred, assigned, exchanged,
pledged, encumbered or otherwise disposed of (and the Director may grant any
option or right to purchase such shares or any legal or beneficial interest
therein, or may continue to hold such shares), free of the restrictions
contained in this Agreement and (b) shall no longer be entitled to any of the
rights contained in this Agreement. Without limiting the generality of the
foregoing, from and after the Release Date, the provisions of this Articles 2
(other than this Section 2.5) shall terminate and have no further force or
effect.
3. STOCK CERTIFICATE LEGEND AND INVESTMENT REPRESENTATIONS; OTHER
REPRESENTATIONS.
3.1 LEGEND. All certificates representing shares of Class A
Common Stock acquired hereunder or otherwise subject to this Agreement (unless
registered under the Act) shall bear the following legend:
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as amended, or
any securities regulatory authority of any state, and may not be
sold, transferred, assigned, exchanged, pledged, encumbered or
otherwise disposed of except in compliance with all applicable
securities laws and except in accordance with the provisions of
a Stockholder's Agreement with the Company, a copy of which is
available for inspection at the offices of the Company."
3.2 REPRESENTATIONS OF THE DIRECTOR. The Director represents and
warrants that: (a) the Director understands that (i) the offer and sale of
shares of Class A Common Stock in accordance with this Agreement have not been
and will not be registered under the Act, and it is the intention of the parties
hereto that the offer and sale of the securities be exempt from registration
under the Act and the rules promulgated thereunder by the Securities and
Exchange Commission; and (ii) the shares of Class A Common Stock being acquired
hereunder cannot be sold, transferred, assigned, exchanged, pledged, encumbered
or otherwise disposed of unless they are registered under the Act or an
exemption from registration is available; (b) the Director is acquiring the
shares of Class A Common Stock being acquired hereunder for investment for the
Director's own account and not with a view to the distribution thereof; (c) the
Director will not, directly or indirectly, sell, transfer, assign, exchange,
pledge, encumber or otherwise dispose of any shares of Class A Common Stock
being acquired hereunder except in accordance with this Agreement; (d) the
Director has, or the Director together with the Director's advisers, if any,
have, such knowledge and experience in financial and business matters that the
Director is, or the Director together with the Director's advisers, if any, are,
and will be capable of evaluating the merits and
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risks relating to the Director's acquisition of shares of Class A Common Stock
under this Agreement; (e) the Director has been given the opportunity to obtain
information and documents relating to the Company and to ask questions of and
receive answers from representatives of the Company concerning the Company and
the Director's investment in the Class A Common Stock; (f) the Director's
decision to invest in the Company has been based upon independent investigations
made by the Director and the Director's advisers, if any; (g) the Director is
able to bear the economic risk of a total loss of the Director's investment in
the Company; and (h) the Director has adequate means of providing for the
Director's current needs and foreseeable personal contingencies and has no need
for the Director's investment in the Class A Common Stock to be liquid.
4. MISCELLANEOUS.
4.1 DISTRIBUTIONS. In the event of any dividend, distribution or
exchange paid or made in respect of the Class A Common Stock consisting of
Affiliate Securities, the restrictions and rights with respect to the Class A
Common Stock that are contained in this Agreement shall be applicable to the
Affiliate Securities without further action of the parties (with the references
to Class A Common Stock being deemed references to the Affiliate Securities and
the references to the Company being deemed references to the Affiliate).
4.2 FURTHER ASSURANCES. Each party hereto shall do and perform
or cause to be done and performed all further acts and things and shall execute
and deliver all other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
4.3 GOVERNING LAW. This Agreement and the rights and obligations
of the parties hereto shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
4.4 SPECIFIC PERFORMANCE. The parties hereto acknowledge that
there will be no adequate remedy at law for a violation of any of the provisions
of this Agreement and that, in addition to any other remedies which may be
available, all of the provisions of this Agreement shall be specifically
enforceable in accordance with their respective terms.
4.5 INVALIDITY OF PROVISIONS. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or
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enforceability of this Agreement, including that provision, in any other
jurisdiction. If any provision of this Agreement is held unlawful or
unenforceable in any respect, such provision shall be revised or applied in a
manner that renders it lawful and enforceable to the fullest extent possible.
4.6 NOTICE. All notices and other communications hereunder shall
be in writing and, unless otherwise provided herein, shall be deemed to have
been given when received by the party to whom such notice is to be given at its
address set forth below, or such other address for the party as shall be
specified by notice given pursuant hereto:
(a) If to the Company, to:
Community Health Systems Holdings Corp.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
Attention: President
with a copy to:
Forstmann Little & Co. Equity Partnership-V, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
(b) If to the Director, to the address set forth below
the Director's signature, and if to the Legal
Representative, to such Person at the address of
which the Company is notified in accordance with
this Section 4.6.
4.7 BINDING EFFECT. This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns. In addition, each of the FL & Co.
Companies shall be a third party beneficiary of this Agreement and shall be
entitled to enforce this Agreement.
4.8 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of the party against whom
enforcement of such amendment, modification or supplement is sought.
4.9 HEADINGS; EXECUTION IN COUNTERPARTS. The headings and
captions contained herein are for convenience only and shall not control or
affect the meaning or construction of any provision hereof. This Agreement may
be executed in any number
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of counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument.
4.10 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
4.11 WITHHOLDING. The Company shall have the right to deduct
from any amount payable under this Agreement any taxes or other amounts required
by applicable law to be withheld. The Director agrees to indemnify the Company
against any Federal, state and local withholding taxes for which the Company may
be liable in connection with the Director's acquisition, ownership or
disposition of any Class A Common Stock.
4.12 POSSESSION OF CERTIFICATES; POWER OF ATTORNEY.
(a) In order to provide for the safekeeping of the
certificates representing the shares of Class A Common Stock acquired by the
Director pursuant hereto or otherwise subject to this Agreement and to
facilitate the enforcement of the terms and conditions hereof, (i) the Company
shall retain physical possession of all certificates representing shares of
Class A Common Stock issued to the Director, and (ii) concurrently with the
Director's execution and delivery to the Company of this Agreement, the Director
shall deliver to the Company an undated stock power, duly executed in blank, for
each such certificate.
(b) The Director hereby irrevocably appoints the FL &
Co. Companies, and each of them (individually and collectively, the
"Representative"), the Director's true and lawful agent and attorney-in-fact,
with full powers of substitution, to act in the Director's name, place and
stead, to do or refrain from doing all such acts and things, and to execute and
deliver all such documents, as the Representative shall deem necessary or
appropriate in connection with a public offering of securities of the Company or
a sale pursuant to Section 2.2, 2.3 or 2.4 hereof, including, without in any way
limiting the generality of the foregoing, in the case of a sale pursuant to
Section 2.2 or 2.4 hereof, to execute and deliver on behalf of the Director a
purchase and sale agreement and any other agreements and documents that the
Representative deems necessary in connection with any such sale, and in the case
of a public offering, to execute and deliver on behalf of the Director an
underwriting agreement, a "hold back" agreement, a custody agreement, and any
other agreements and documents that the Representative deems necessary in
connection with any such public offering, and in the case of any sale pursuant
to Section 2.2 or 2.4 hereof and any public offering pursuant to Section 2.3(a)
hereof, to receive on behalf of the Director the proceeds of the sale or public
offering of the Director's shares, to hold back from any such proceeds any
amount that the Representative deems necessary to reserve against the Director's
share
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of any Expenses of Sale and Sale Obligations and to pay such Expenses of Sale
and Sale Obligations. The Director hereby ratifies and confirms all that the
Representative shall do or cause to be done by virtue of its appointment as the
Director's agent and attorney-in-fact. In acting for the Director pursuant to
the appointment set forth in this Section 4.12(b), the Representative shall not
be responsible to the Director for any loss or damage the Director may suffer by
reason of the performance by the Representative of its duties under this
Agreement, except for loss or damage arising from willful violation of law or
gross negligence by the Representative in the performance of its duties
hereunder. The appointment of the Representative shall be deemed coupled with an
interest and as such shall be irrevocable and shall survive the death,
incompetency, mental illness or insanity of the Director, and any person dealing
with the Representative may conclusively and absolutely rely, without inquiry,
upon any act of the Representative as the act of the Director in all matters
referred to in this Section 4.12(b).
4.13 CONSENT TO JURISDICTION. Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America, in each case
located in the County of New York, for any Litigation (and agrees not to
commence any Litigation except in any such court), and further agrees that
service of process, summons, notice or document by U.S. registered mail to such
party's respective address set forth in Section 4.6 hereof shall be effective
service of process for any Litigation brought against such party in any such
court. Each party hereby irrevocably and unconditionally waives any objection to
the laying of venue of any Litigation in the courts of the State of New York or
of the United States of America, in each case located in the County of New York,
and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any Litigation brought in any such court
has been brought in an inconvenient forum.
IN WITNESS WHEREOF, this Agreement has been signed by or on
behalf of each of the parties hereto, all as of the date first above written.
DIRECTOR COMMUNITY HEALTH SYSTEMS
HOLDINGS CORP.
______________________________ By: ______________________________
Name: Title:
Address:
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The undersigned hereby agree to be bound by the provisions of Sections 2.2 and
2.3 of the foregoing Agreement.
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
By: FLC XXX Partnership,
its general partner
By: ____________________________
Xxxxxx X. Xxxxxxx,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT
BUYOUT PARTNERSHIP-VI, L.P.
By: FLC XXIX Partnership,
its general partner
By: ____________________________
Xxxxxx X. Xxxxxxx,
a general partner
The undersigned acknowledges that the undersigned has read the
foregoing Agreement between Community Health Systems Holdings Corp. and the
undersigned's spouse, understands that the undersigned's spouse has acquired
shares of Class A Common Stock of Community Health Systems Holdings Corp. as
reflected in such Agreement and agrees to be bound by the foregoing Agreement.
___________________________
Director's Spouse
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ANNEX A
Number Of Shares In Cumulative Number Of
Respect Of Which Option Shares Subject To The
Is Being Exercised On Stockholder's Agreement
Date The Date Indicated On The Date Indicated
---- ------------------ ---------------------
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