SIXTH AMENDMENT TO RECEIVABLES LOAN AGREEMENT
Exhibit 10.19
SIXTH AMENDMENT TO RECEIVABLES LOAN AGREEMENT
This SIXTH AMENDMENT TO RECEIVABLES LOAN AGREEMENT is made as of December 16, 2016 (this “Amendment”), among CHS RECEIVABLES FUNDING, LLC, a Delaware limited liability company (“Receivables Funding”), as Borrower, THE BANK OF NOVA SCOTIA (“Scotia”), as a Committed Lender and as a Managing Agent, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), as a Committed Lender, as a Managing Agent and as Administrative Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (“BTMU”), as a Committed Lender and as a Managing Agent, ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a Conduit Lender, LIBERTY STREET FUNDING LLC (“Liberty Street”), as a Conduit Lender, VICTORY RECEIVABLES CORPORATION (“Victory”), as a Conduit Lender, and CHSPSC, LLC (as successor-by-conversion to Community Health Systems Professional Services Corporation), a Delaware limited liability company (“Professional Services”), as Collection Agent under the Receivables Loan Agreement, and is acknowledged and agreed by Receivables Funding, as the Company, Professional Services, as Collection Agent under each of the Contribution Agreement and the Sale Agreement, and as Authorized Representative (as defined in the Sale Agreement, the “Authorized Representative”), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“CHS”), as Transferor, as Buyer and individually (as the provider of a performance undertaking), and EACH OF THE OTHER PERSONS IDENTIFIED AS ORIGINATORS ON THE SIGNATURE PAGES HERETO AFFILIATED WITH CHS/COMMUNITY HEALTH SYSTEMS, INC., as Originators. All capitalized terms used herein without reference shall have the meanings assigned to such terms in the Receivables Loan Agreement (as defined below) after giving effect to this Amendment.
WHEREAS, Receivables Funding, as Borrower, Scotia, as a Committed Lender and as a Managing Agent, CA-CIB, as a Committed Lender, as a Managing Agent and as Administrative Agent, BTMU, as a Committed Lender and as a Managing Agent, the other Lenders party thereto and Professional Services, as Collection Agent, have entered into the Receivables Loan Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Receivables Loan Agreement”);
WHEREAS, CHS, as Transferor, Receivables Funding, as the Company, and Professional Services, as Collection Agent thereunder, have entered into the Receivables Purchase and Contribution Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Contribution Agreement”);
WHEREAS, the Originators, Professional Services, as Collection Agent and Authorized Representative thereunder, and CHS, as Buyer, have entered into the Receivables Sale Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Sale Agreement”);
WHEREAS, the parties hereto desire to amend certain provisions of the Receivables Loan Agreement pursuant to Section 10.01 of the Receivables Loan Agreement, Section 9.01 of the Contribution Agreement, and Section 9.01 of the Sale Agreement and take the other actions set forth herein, and have agreed to do so subject to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Receivables Loan Agreement. Subject to all of the terms and conditions set forth in this Amendment effective as of the Effective Date (as defined below), the Receivables Loan Agreement is hereby amended as follows:
(a) Section 1.01 of the Receivables Loan Agreement is amended by inserting the following definitions in the appropriate alphabetical order:
“Consent Fee Letter” means that certain fee letter dated as of the Sixth Amendment Effective Date, by and among the Borrower, each Managing Agent and the Administrative Agent.
“Sixth Amendment Effective Date” means December 16, 2016.
(b) Section 2.06 of the Receivables Loan Agreement is amended by adding a new clause (l) to the end thereof to read as follows:
(l) On the Sixth Amendment Effective Date, the Borrower shall pay to the Administrative Agent for its own benefit and the benefit of each Managing Agent and each Lender, as applicable, the fees set forth in the Consent Fee Letter that are due and payable on such date.
(c) Section 7.01(r) of the Receivables Loan Agreement is amended and restated in its entirety to read as follows:
(r) CHS or any subsidiary thereof shall fail to perform or observe any term, covenant or agreement contained in (i) Section 6.12 or Section 6.13 of the Parent Credit Agreement as in effect on the Sixth Amendment Effective Date or (ii) Section 6.12 or Section 6.13 of the Parent Credit Agreement as in effect from time to time thereafter, in each case, without regard to any waiver or modification to any of those provisions or any of the defined terms used therein and such failure shall continue for a period of 10 Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder (the “Financial Covenant Cure Period”); or
(d) The second paragraph of Section 7.01 is amended and restated in its entirety to read as follows:
Notwithstanding anything to the contrary contained in this Article VII, during the Financial Covenant Cure Period and in addition to the Borrower’s rights under Section 2.04(d), the Parent may issue Qualified Capital Stock (as defined in the Parent Credit Agreement) and elect to treat all or any portion of the net cash proceeds thereof as having
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increased Consolidated EBITDA (as defined in the Parent Credit Agreement) with respect to such applicable quarter solely for the purpose of determining actual and pro forma compliance with Section 6.12 or Section 6.13 of the Parent Credit Agreement whether as in effect on the Sixth Amendment Effective Date or as in effect from time to time thereafter for purposes of Section 7.01(r) at the end of such applicable quarter and applicable subsequent periods, provided that (a) such proceeds (i) are actually received by the Parent and contributed to CHS no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cause Parent to be in compliance with the covenants under Section 6.12 or Section 6.13 of the Parent Credit Agreement whether as in effect on the Sixth Amendment Effective Date or as in effect from time to time thereafter for purposes of Section 7.01(r) for any applicable period and (b) in each period of four fiscal quarters, there shall be at least two fiscal quarters in which no such right to cure permitted by this paragraph is utilized.
SECTION 2. Conditions to Effectiveness. This Amendment shall become effective upon the date on which the following conditions have been satisfied (with respect to documentary conditions, in form and substance reasonably acceptable to the Administrative Agent) (such date, the “Effective Date”):
(a) The Administrative Agent shall have received counterparts of (i) this Amendment duly executed by each of the Borrower, the Collection Agent, the Managing Agents, the Committed Lenders, the Conduit Lenders and the Administrative Agent and counterparts evidencing acknowledgment and agreement duly executed by each of the Company, the Collection Agent (as Collection Agent under each of the Contribution Agreement and the Sale Agreement), the Authorized Representative, the Transferor, the Buyer, CHS individually and the Originators and (ii) the Consent Fee Letter duly executed by each of the Borrower, the Collection Agent, the Managing Agents, the Committed Lenders, the Conduit Lenders and the Administrative Agent.
(b) All fees and expenses required to be paid prior to an Advance under the Receivables Loan Agreement (as amended by this Amendment) pursuant to (i) the Receivables Loan Agreement (as amended by this Amendment) and (ii) the Consent Fee Letter shall have been paid.
(c) Each Managing Agent and the Administrative Agent shall have completed satisfactory due diligence and obtained the requisite credit approvals.
SECTION 3. Representations and Warranties.
(a) Each of the Borrower and the Collection Agent represents and warrants as of the date hereof that (i) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment and the performance of the Receivables Loan Agreement and the other Facility Documents, each as amended hereby, as applicable, and (ii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment other than such as has been met or obtained and are in full force and effect.
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(b) Each of the Borrower and the Collection Agent represents and warrants as of the date hereof that each of this Amendment and each Facility Document (as amended by this Amendment or otherwise as of the date hereof, as applicable) constitutes such Person’s legal, valid and binding obligation, enforceable against such person in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) The Borrower hereby makes each of the representations and warranties contained in Sections 4.01 and 4.03 of the Receivables Loan Agreement as of the date hereof, in each case after giving effect to this Amendment, except for those representations and warranties that refer to specific dates, which are made as of the dates indicated therein.
(d) The Collection Agent hereby makes each of the representations and warranties contained in Section 4.02 of the Receivables Loan Agreement as of the date hereof, in each case after giving effect to this Amendment, except for those representations and warranties that refer to specific dates, which are made as of the dates indicated therein.
(e) Each of the Borrower and the Collection Agent further represents and warrants that, both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes an Event of Default, or would, with the passage of time or the giving of notice, constitute an Event of Default.
SECTION 4. Facility Document. This Amendment shall constitute a Facility Document under the terms of the Receivables Loan Agreement as amended hereby.
SECTION 5. Further Assurances. The Borrower and the Collection Agent agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
SECTION 6. Confirmation of Agreement. On and after the date hereof, all references to the Receivables Loan Agreement in the Facility Documents and the other documents and instruments delivered pursuant to or in connection with such Facility Documents shall mean the Receivables Loan Agreement as amended by this Amendment, and as hereafter modified, amended or restated in accordance with its terms. Except as herein expressly amended, the Receivables Loan Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
SECTION 7. Confirmation of Undertaking. CHS, as undertaking party under the Collection Agent Performance Undertaking, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Performance Undertaking”), in favor of CA-CIB as administrative agent on behalf of the Lenders, hereby consents to the amendment to the Receivables Loan Agreement set forth in Section 1 of this Amendment, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the Performance Undertaking heretofore executed and delivered by it is, and shall continue to be, in
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full force and effect in accordance with its terms and shall apply to the Receivables Loan Agreement (as amended by this Amendment), the Contribution Agreement and the Sale Agreement and the Performance Undertaking is hereby so ratified and confirmed.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE XXXXX XXX XXXXXXX XXXXXX XX XXX XXXXXX XXXXXX AND THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER FACILITY DOCUMENT, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
SECTION 9. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 10. Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
SECTION 11. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.
| CHS RECEIVABLES FUNDING, LLC, as Borrower | ||||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: |
Vice President and Treasurer | |||
| CHS Receivables Funding, LLC 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxxx_xxxxxxx@xxx.xxx | ||||
| CHSPSC, LLC, as Collection Agent under the Receivables Loan Agreement | ||||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| CHSPSC, LLC | ||||
| 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxxx_xxxxxxx@xxx.xxx | ||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, as a Managing Agent and as a Committed Lender | ||||
| By: | /s/ Kostantina Kourmpetis | |||
| Name: | Kostantina Kourmpetis | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
| Crédit Agricole CIB 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xx-xxx.xxx | ||||
| ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Lender | ||||
| By: | CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as attorney-in-fact | |||
| By: | /s/ Kostantina Kourmpetis | |||
| Name: | Kostantina Kourmpetis | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
| Atlantic Asset Securitization c/o Crédit Agricole CIB 1301 Avenue of the Americas Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xx-xxx.xxx | ||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| THE BANK OF NOVA SCOTIA, as a Managing Agent and as a Committed Lender | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||
| Title: | Director and Execution Head | |||
| LIBERTY STREET FUNDING LLC, as a Conduit Lender | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
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THE BANK OF NOVA SCOTIA, as a Managing Agent and as a Committed Lender | |||||
| By: |
| |||||
| Name: | ||||||
| Title: | ||||||
| LIBERTY STREET FUNDING LLC, as a Conduit Lender | ||||||
| By: | /s/ Xxxx X. Xxxxx | |||||
| Name: | Xxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Managing Agent | |||||
| By: | /s/ Xxxxxxxxxxx Xxxx | |||||
| Name: | Xxxxxxxxxxx Xxxx | |||||
| Title: | Managing Director | |||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Committed Lender | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxx | |||||
| Name: | Xxxxxxxxxxx Xxxx | |||||
| Title: | Managing Director | |||||
| VICTORY RECEIVABLES CORPORATION, as a Conduit Lender | ||||||
| By: | /s/ Xxxxx X. XxXxxxxxx | |||||
| Name: | Xxxxx X. XxXxxxxxx | |||||
| Title: | Vice President | |||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
ACKNOWLEDGED AND AGREED:
| CHS RECEIVABLES FUNDING, LLC, as Company | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Treasurer | |||||
| CHS Receivables Funding, LLC 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxxx_xxxxxxx@xxx.xxx | ||||||
| CHSPSC, LLC, as Collection Agent under each of the Contribution Agreement and the Sale Agreement and as Authorized Representative | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Treasurer | |||||
| CHSPSC, LLC 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000 Email: xxxxxx_xxxxxxx@xxx.xxx | ||||||
Signature Page to Sixth Amendment to Receivables Loan Agreement
ACKNOWLEDGED AND AGREED:
| CHS/COMMUNITY HEALTH SYSTEMS, INC., as Transferor, as Buyer and individually | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
ACKNOWLEDGED AND AGREED:
| ORIGINATORS: | ||||
| AFFINITY HOSPITAL, LLC BERWICK HOSPITAL COMPANY, LLC BLUEFIELD HOSPITAL COMPANY, LLC BLUFFTON HEALTH SYSTEM LLC BULLHEAD CITY HOSPITAL CORPORATION CARLSBAD MEDICAL CENTER, LLC CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC COATESVILLE HOSPITAL CORPORATION CRESTVIEW HOSPITAL CORPORATION DEACONESS HEALTH SYSTEM, LLC XXXXX HEALTH SYSTEM, LLC DYERSBURG HOSPITAL CORPORATION EMPORIA HOSPITAL CORPORATION XXXXX HOSPITAL CORPORATION FRANKLIN HOSPITAL CORPORATION GADSDEN REGIONAL MEDICAL CENTER, LLC GRANBURY HOSPITAL CORPORATION GREENBRIER VMC, LLC HOSPITAL OF MORRISTOWN, INC. JACKSON, TENNESSEE HOSPITAL COMPANY, LLC JOURDANTON HOSPITAL CORPORATION XXX COUNTY OKLAHOMA HOSPITAL COMPANY, LLC LAKE WALES HOSPITAL CORPORATION LANCASTER HOSPITAL CORPORATION LAS CRUCES MEDICAL CENTER, LLC LEA REGIONAL HOSPITAL, LLC XXXXXX HOSPITAL CORPORATION XXXX XXXXX HEALTH SYSTEM LLC MCSA, L.L.C. XXXXXXX HOSPITAL COMPANY, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| NATIONAL HEALTHCARE OF LEESVILLE, INC. NORTHAMPTON HOSPITAL COMPANY, LLC NORTHWEST HOSPITAL, LLC ORO VALLEY HOSPITAL, LLC PETERSBURG HOSPITAL COMPANY, LLC PHOENIXVILLE HOSPITAL COMPANY, LLC POTTSTOWN HOSPITAL COMPANY, LLC XXXXXX HOSPITAL, LLC QHG OF ENTERPRISE, INC. QHG OF SOUTH CAROLINA, INC. ROSWELL HOSPITAL CORPORATION RUSTON LOUISIANA HOSPITAL COMPANY, LLC SCRANTON HOSPITAL COMPANY, LLC SHELBYVILLE HOSPITAL CORPORATION SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY, LLC SPOKANE WASHINGTON HOSPITAL COMPANY, LLC ST. XXXXXX HEALTH SYSTEM LLC TOMBALL TEXAS HOSPITAL COMPANY, LLC WARREN OHIO HOSPITAL COMPANY, LLC WARREN OHIO REHAB HOSPITAL COMPANY, LLC WARSAW HEALTH SYSTEM LLC WEATHERFORD TEXAS HOSPITAL COMPANY, LLC XXXXXX HEALTH SYSTEM, LLC WEST GROVE HOSPITAL COMPANY, LLC XXXXXX-XXXXX HOSPITAL COMPANY, LLC WOMEN & CHILDREN’S HOSPITAL, LLC YOUNGSTOWN OHIO HOSPITAL COMPANY, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| KIRKSVILLE MISSOURI HOSPITAL COMPANY, LLC LUTHERAN MUSCULOSKELETAL CENTER, LLC OAK HILL HOSPITAL CORPORATION SALEM HOSPITAL CORPORATION SCRANTON QUINCY HOSPITAL COMPANY, LLC XXXXXXXX HEALTH SYSTEM, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| AMORY HMA, LLC ANNISTON HMA, LLC BILOXI H.M.A., LLC XXXXXXX HMA, LLC XXXXXXXX COUNTY HMA, LLC CARLISLE HMA, LLC XXXXXXX HMA, LLC CITRUS HMA, LLC CLARKSDARE HMA, LLC CLINTON HMA, LLC XXXXX COUNTY HMA, LLC XXXXXX H.M.A., LLC EAST GEORGIA REGIONAL MEDICAL CENTER, LLC FORT XXXXX HMA, LLC XXXXXX CITY HMA, LLC HERNANDO HMA, LLC HMA SANTA XXXX MEDICAL CENTER, LLC XXXXXXX HMA, LLC JEFFERSON COUNTY HMA, LLC KEY WEST HMA, LLC LANCASTER HMA, LLC LEBANON HMA, LLC MADISON HMA, LLC XXXXXXXX COUNTY HMA, LLC MELBOURNE HMA, LLC METRO KNOXVILLE HMA, LLC MIDWEST REGIONAL MEDICAL CENTER, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| NORTHWEST ARKANSAS HOSPITALS, LLC | ||||
| PASCO REGIONAL MEDICAL CENTER, LLC | ||||
| POPLAR BLUFF REGIONAL MEDICAL | ||||
| CENTER, LLC | ||||
| PORT CHARLOTTE HMA, LLC | ||||
| PUNTA GORDA HMA, LLC | ||||
| RIVER OAKS HOSPITAL, LLC | ||||
| ROCKLEDGE HMA, LLC | ||||
| ROH, LLC | ||||
| ROSE CITY HMA, LLC | ||||
| SEBASTIAN HOSPITAL, LLC | ||||
| SEBRING HOSPITAL MANAGEMENT | ||||
| ASSOCIATES, LLC | ||||
| SEMINOLE HMA, LLC | ||||
| STATESVILLE HMA, LLC | ||||
| TRIAD OF ALABAMA, LLC | ||||
| TULLAHOMA HMA, LLC | ||||
| TUNKHANNOCK HOSPITAL COMPANY LLC | ||||
| VENICE HMA, LLC | ||||
| VICKSBURG HEALTHCARE, LLC | ||||
| YAKIMA HMA, LLC | ||||
| YORK PENNSYLVANIA HOSPITAL | ||||
| COMPANY, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| BROWNWOOD HOSPITAL, L.P. | ||||
| By: | Brownwood Medical Center, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| COLLEGE STATION HOSPITAL, L.P. | ||||
| By: | College Station Medical Center, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| IOM HEALTH SYSTEM, L.P. | ||||
| By: | Lutheran Health Network Investors, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| LAREDO TEXAS HOSPITAL COMPANY, L.P. | ||||
| By: | Xxxx Hospital Corporation | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| LONGVIEW MEDICAL CENTER, L.P. | ||||
| By: | Regional Hospital of Longview, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| XXXXXXX HOSPITAL, L.P. | ||||
| By: | Xxxxxxx Regional, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| PINEY XXXXX HEALTHCARE SYSTEM, L.P. | ||||
| By: | Woodland Heights Medical Center, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| REHAB HOSPITAL OF FORT XXXXX GENERAL PARTNERSHIP | ||||
| By: | Lutheran Health Network Investors, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| SAN XXXXXX HOSPITAL, L.P. | ||||
| By: | San Xxxxxx Community Medical Center, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| VICTORIA OF TEXAS, L.P. | ||||
| By: | Xxxxx Hospital, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||||
| ARMC, L.P. | ||||
| By: | Triad-ARMC, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| CRESTWOOD HEALTHCARE, L.P. | ||||
| By: | Crestwood Hospital, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Sixth Amendment to Receivables Loan Agreement
