Contract
Exhibit 10.1
AMENDMENT NO. 1 dated as of February 15, 2019 (this “Amendment”), to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, January 27, 2014 and March 23, 2018 (as heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
PRELIMINARY STATEMENT
A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.
B. Parent, the Borrower and the Required Covenant Lenders desire that certain provisions of the Credit Agreement be amended as provided herein.
C. Parent, the Borrower and the Subsidiary Guarantors are party to one or more of the Security Documents, pursuant to which, among other things, Parent and the Subsidiary Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor.
Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. (a) Capitalized terms used but not otherwise defined herein (including the Preliminary Statement hereto) shall have the meanings assigned thereto in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(b) The amendment to the Credit Agreement described in Section 2 hereof, the reduction of the Revolving Credit Commitments described in Section 3 hereof and the payment of fees and expenses with respect to the foregoing, in each case on the Amendment No. 1 Effective Date, are collectively referred to herein as the “Transactions”.
SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 hereof, Section 6.13 of the Credit Agreement is hereby amended by replacing in its entirety the chart contained therein with the following, effective as of the Amendment No. 1 Effective Date (as defined below):
| Period |
Ratio | |||
| July 1, 2018 through December 31, 2018 |
5.00 to 1.00 | |||
| January 1, 2019 through December 31, 2019 |
5.25 to 1.00 | |||
| January 1, 2020 through June 30, 2020 |
5.00 to 1.00 | |||
| July 1, 2020 through September 30, 2020 |
4.50 to 1.00 | |||
| Thereafter |
4.25 to 1.00 | |||
SECTION 3. Revolving Credit Commitment Reduction. Upon the effectiveness of this Amendment, and without any further action of any party hereto, the Revolving Credit Commitments in effect immediately prior to the Amendment No. 1 Effective Date will be reduced to $385,000,000 in the aggregate with such reduction applied on a ratable basis among the Revolving Credit Lenders. Schedule I attached hereto reflects such reduction in the Revolving Credit Commitments.
SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Parent, the Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders party hereto (collectively, the “Consenting Lenders”), the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment and the Transactions contemplated hereby:
(a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the Amendment No. 1 Effective Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were so true and correct as of such earlier date (it being understood and agreed that the Transactions (as defined in this Amendment) shall be deemed to be the Subject Transactions for the purposes of the representation and warranty made in Section 3.22 of the Credit Agreement).
(b) No Default or Event of Default has occurred and is continuing.
(c) None of the Security Documents in effect immediately prior to the Amendment No. 1 Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party as a result of this Amendment. The Guarantees created under such Security Documents will continue to guarantee the Obligations to the same extent as they guaranteed the Obligations immediately prior to the Amendment No. 1 Effective Date. The Liens created under such Security Documents will continue to secure the Obligations, and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Amendment No. 1 Effective Date.
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(d) To the knowledge of the Borrower, the information included in any certification regarding beneficial ownership (the “Beneficial Ownership Certification”) as required by 31 CFR § 1010.230 (the “Beneficial Ownership Regulation”) provided by the Borrower on or prior to the Amendment No. 1 Effective Date to any Lender in connection with the Credit Agreement or any Loan Document is true and correct in all material respects.
SECTION 5. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Amendment No. 1 Effective Date”):
(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Covenant Lenders.
(b) The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement as if the Transactions were a Credit Event.
(c) The Administrative Agent shall have received (i) payment from the Borrower, for the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment at or prior to 5:00 p.m., New York City time, on February 6, 2019, an amendment fee in an amount equal to 0.25% of the aggregate amount of such Consenting Lender’s Revolving Credit Commitments (whether drawn or undrawn) as of the Amendment No. 1 Effective Date before giving effect to the reduction in such Revolving Credit Commitments as set forth in Section 3 hereof and (ii) all other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Credit Agreement or under any other Loan Document.
(d) To the extent requested in writing at least five Business Days prior to the Amendment No. 1 Effective Date, the Lenders shall have received (i) all documentation and other information that any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and, (ii) to the extent that any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to, and signed by a Responsible Officer of, such Loan Party.
The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.
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SECTION 6. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.
(b) From and after the Amendment No. 1 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified by this Amendment.
SECTION 7. Additional Undertakings. Each of Parent and the Borrower covenants and agrees with each Consenting Lender that, so long as the Credit Agreement remains in effect and until (a) the Revolving Credit Commitments have been terminated, (b) the principal of and interest on each Revolving Loan made in respect of the Revolving Credit Commitments has been paid in full, (c) all fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (d) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, (i) neither Parent nor the Borrower will, nor will they cause or permit any of the Subsidiaries to, on any date on and after the Amendment No. 1 Effective Date, make any Restricted Payment pursuant to Section 6.06(a)(v) of the Credit Agreement in an aggregate amount from and after the Third Restatement Effective Date in excess of $100,000,000 less the amount of payments made from and after the Third Restatement Effective Date pursuant to Section 6.09(b)(i) of the Credit Agreement and (ii) in the case of Parent, furnish to the Administrative Agent prompt notice of any change in the information provided in the Beneficial Ownership Certification as required by the Beneficial Ownership Regulation that would result in a change to such Beneficial Ownership Certification. The provisions of this Section 7 of this Amendment are solely for the benefit of the Revolving Credit Lenders and a majority in interest of such Revolving Credit Lenders may (a) amend or otherwise modify this Section 7 or (b) waive any non-compliance with this Section 7 or any Default or Event of Default resulting from such non-compliance. In addition, for the avoidance of doubt, any breach of this Section 7 shall constitute a breach of a covenant contained in a Loan Document in accordance with Article VII(e) of the Credit Agreement.
SECTION 8. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the
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Borrower and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties.
SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Amendment), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP.
SECTION 10. Notices. All notices hereunder shall be given in accordance with Section 9.01 of the Credit Agreement.
SECTION 11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
SECTION 12. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or any Loan Party under any other Loan Document from any of its obligations and liabilities thereunder. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or therewith.
SECTION 13. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
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CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 14. Headings; Titles. 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.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
| CHS/COMMUNITY HEALTH SYSTEMS, INC., | ||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxx | |||||
| Title: | SVP, Assistant Chief Financial Officer, Chief Accounting Officer and Treasurer | |||||
| COMMUNITY HEALTH SYSTEMS, INC., | ||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxx | |||||
| Title: | SVP, Assistant Chief Financial Officer, Chief Accounting Officer and Treasurer | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and as Administrative Agent | ||||
| By: | /s/ Xxxxxxx X’Xxxx | |||
| Name: | Xxxxxxx X’Xxxx | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| ABILENE HOSPITAL, LLC |
| ABILENE MERGER, LLC |
| AFFINITY HEALTH SYSTEMS, LLC |
| AFFINITY HOSPITAL, LLC |
| BERWICK HOSPITAL COMPANY, LLC |
| BILOXI H.M.A., LLC |
| BIRMINGHAM HOLDINGS II, LLC |
| BIRMINGHAM HOLDINGS, LLC |
| BLUEFIELD HOLDINGS, LLC |
| BLUEFIELD HOSPITAL COMPANY, LLC |
| BLUFFTON HEALTH SYSTEM LLC |
| XXXXXXX HMA, LLC |
| BROWNWOOD MEDICAL CENTER, LLC |
| BULLHEAD CITY HOSPITAL CORPORATION |
| BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION |
| XXXXXXXX COUNTY HMA, LLC |
| CARLSBAD MEDICAL CENTER, LLC |
| CAROLINAS HOLDINGS, LLC |
| CAROLINAS JV HOLDINGS GENERAL, LLC |
| CAROLINAS JV HOLDINGS II, LLC |
| CENTRAL FLORIDA HMA HOLDINGS, LLC |
| CENTRAL STATES HMA HOLDINGS, LLC |
| XXXXXXX HMA, LLC |
| CHESTNUT HILL HEALTH SYSTEM, LLC |
| CHHS HOLDINGS, LLC |
| CHHS HOSPITAL COMPANY, LLC |
| CHS PENNSYLVANIA HOLDINGS, LLC |
| CHS RECEIVABLES FUNDING, LLC |
| CHS TENNESSEE HOLDINGS, LLC |
| CHS VIRGINIA HOLDINGS, LLC |
| CITRUS HMA, LLC |
| CLARKSVILLE HOLDINGS II, LLC |
| CLARKSVILLE HOLDINGS, LLC |
| CLEVELAND HOSPITAL COMPANY, LLC |
| CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC |
| CLINTON HMA, LLC |
| COATESVILLE HOSPITAL CORPORATION |
| XXXXX COUNTY HMA, LLC |
| COLLEGE STATION MEDICAL CENTER, LLC |
| COLLEGE STATION MERGER, LLC |
| COMMUNITY HEALTH INVESTMENT COMPANY, LLC |
| CP HOSPITAL GP, LLC |
| CPLP, LLC |
| CRESTWOOD HOSPITAL, LLC |
| CSMC, LLC |
| DEACONESS HOLDINGS, LLC |
| DEACONESS HOSPITAL HOLDINGS, LLC |
| DESERT HOSPITAL HOLDINGS, LLC |
| XXXXX HOSPITAL, LLC |
| DHFW HOLDINGS, LLC |
| XXXXX HEALTH SYSTEM, LLC |
| DYERSBURG HOSPITAL COMPANY, LLC |
| EMPORIA HOSPITAL CORPORATION |
[Signature Page to Amendment No. 1 to the Credit Agreement]
| FLORIDA HMA HOLDINGS, LLC |
| XXXXX HOSPITAL CORPORATION |
| FORT XXXXX HMA, LLC |
| FRANKFORT HEALTH PARTNER, INC. |
| FRANKLIN HOSPITAL CORPORATION |
| GADSDEN REGIONAL MEDICAL CENTER, LLC |
| XXXXXXX H.M.A., LLC |
| GRANBURY HOSPITAL CORPORATION |
| GRMC HOLDINGS, LLC |
| HALLMARK HEALTHCARE COMPANY, LLC |
| HEALTH MANAGEMENT ASSOCIATES, LLC |
| HEALTH MANAGEMENT GENERAL PARTNER I, LLC |
| HEALTH MANAGEMENT GENERAL PARTNER, LLC |
| HMA XXXXXXXX COUNTY GENERAL HOSPITAL, LLC |
| HMA SANTA XXXX MEDICAL CENTER, LLC |
| HMA SERVICES GP, LLC |
| HMA-TRI HOLDINGS, LLC |
| XXXXX MEDCO, LLC |
| HOSPITAL MANAGEMENT ASSOCIATES, LLC |
| HOSPITAL OF MORRISTOWN, LLC |
| XXXXXXX HMA, LLC |
| XXXXXXX HOSPITAL CORPORATION |
| JEFFERSON COUNTY HMA, LLC |
| XXX COUNTY HOSPITAL CORPORATION |
| XXX COUNTY OKLAHOMA HOSPITAL COMPANY, LLC |
| KENNETT HMA, LLC |
| KEY WEST HMA, LLC |
| KIRKSVILLE HOSPITAL COMPANY, LLC |
| XXXX HOSPITAL COMPANY, LLC |
| KNOXVILLE HMA HOLDINGS, LLC |
| LA PORTE HEALTH SYSTEM, LLC |
| LA PORTE HOSPITAL COMPANY, LLC |
| LAKEWAY HOSPITAL COMPANY, LLC |
| LANCASTER HOSPITAL CORPORATION |
| LAS CRUCES MEDICAL CENTER, LLC |
| LEA REGIONAL HOSPITAL, LLC |
| LEBANON HMA, LLC |
| LONGVIEW CLINIC OPERATIONS COMPANY, LLC |
| LONGVIEW MERGER, LLC |
| LRH, LLC |
| LUTHERAN HEALTH NETWORK OF INDIANA, LLC |
| MADISON HMA, LLC |
| XXXXXXXX COUNTY HMA, LLC |
| XXXXXX HOSPITAL COMPANY, LLC |
| XXXX XXXXX HEALTH SYSTEM LLC |
| MCSA, L.L.C. |
| MEDICAL CENTER OF BROWNWOOD, LLC |
| METRO KNOXVILLE HMA, LLC |
| MISSISSIPPI HMA HOLDINGS I, LLC |
| MISSISSIPPI HMA HOLDINGS II, LLC |
| XXXXXXX HOSPITAL COMPANY, LLC |
| NAPLES HMA, LLC |
| NATCHEZ HOSPITAL COMPANY, LLC |
[Signature Page to Amendment No. 1 to the Credit Agreement]
| NATIONAL HEALTHCARE OF LEESVILLE, INC. |
| XXXXXXX REGIONAL, LLC |
| NC-DSH, LLC |
| NORTHWEST ARKANSAS HOSPITALS, LLC |
| NORTHWEST HOSPITAL, LLC |
| NOV HOLDINGS, LLC |
| NRH, LLC |
| OAK HILL HOSPITAL CORPORATION |
| ORO VALLEY HOSPITAL, LLC |
| XXXXXX-WASILLA HEALTH SYSTEM, LLC |
| PASCO REGIONAL MEDICAL CENTER, LLC |
| PENNSYLVANIA HOSPITAL COMPANY, LLC |
| PHOENIXVILLE HOSPITAL COMPANY, LLC |
| POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC |
| PORT CHARLOTTE HMA, LLC |
| POTTSTOWN HOSPITAL COMPANY, LLC |
| PUNTA GORDA HMA, LLC |
| QHG GEORGIA HOLDINGS II, LLC |
| QHG GEORGIA HOLDINGS, INC. |
| QHG OF BLUFFTON COMPANY, LLC |
| QHG OF CLINTON COUNTY, INC. |
| QHG OF ENTERPRISE, INC. |
| QHG OF XXXXXXX COUNTY, INC. |
| QHG OF FORT XXXXX COMPANY, LLC |
| QHG OF HATTIESBURG, INC. |
| QHG OF SOUTH CAROLINA, INC. |
| QHG OF SPARTANBURG, INC. |
| QHG OF SPRINGDALE, INC. |
| REGIONAL HOSPITAL OF LONGVIEW, LLC |
| RIVER OAKS HOSPITAL, LLC |
| RIVER REGION MEDICAL CORPORATION |
| ROH, LLC |
| ROSWELL HOSPITAL CORPORATION |
| RUSTON HOSPITAL CORPORATION |
| RUSTON LOUISIANA HOSPITAL COMPANY, LLC |
| SACMC, LLC |
| SALEM HOSPITAL CORPORATION |
| SAN XXXXXX COMMUNITY MEDICAL CENTER, LLC |
| SAN XXXXXX MEDICAL, LLC |
| SCRANTON HOLDINGS, LLC |
| SCRANTON HOSPITAL COMPANY, LLC |
| SCRANTON QUINCY HOLDINGS, LLC |
| SCRANTON QUINCY HOSPITAL COMPANY, LLC |
| SEMINOLE HMA, LLC |
| SHELBYVILLE HOSPITAL COMPANY, LLC |
| SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC |
| SILOAM SPRINGS HOLDINGS, LLC |
| SOUTHEAST HMA HOLDINGS, LLC |
| SOUTHERN TEXAS MEDICAL CENTER, LLC |
| SOUTHWEST FLORIDA HMA HOLDINGS, LLC |
| STATESVILLE HMA, LLC |
| TENNYSON HOLDINGS, LLC |
| TOMBALL TEXAS HOLDINGS, LLC |
[Signature Page to Amendment No. 1 to the Credit Agreement]
| TOMBALL TEXAS HOSPITAL COMPANY, LLC |
| TRIAD HEALTHCARE, LLC |
| TRIAD HOLDINGS III, LLC |
| TRIAD HOLDINGS IV, LLC |
| TRIAD HOLDINGS V, LLC |
| TRIAD NEVADA HOLDINGS, LLC |
| TRIAD OF ALABAMA, LLC |
| TRIAD-ARMC, LLC |
| TRIAD-EL DORADO, INC. |
| TRIAD-XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC |
| TULLAHOMA HMA, LLC |
| TUNKHANNOCK HOSPITAL COMPANY, LLC |
| VAN BUREN H.M.A., LLC |
| VENICE HMA, LLC |
| VHC MEDICAL, LLC |
| VICKSBURG HEALTHCARE, LLC |
| VICTORIA HOSPITAL, LLC |
| VIRGINIA HOSPITAL COMPANY, LLC |
| XXXXXXXXXXX HOSPITAL CORPORATION |
| WEATHERFORD TEXAS HOSPITAL COMPANY, LLC |
| XXXX HOSPITAL CORPORATION |
| XXXX HOSPITAL HOLDINGS, LLC |
| XXXXXX HEALTH SYSTEM LLC |
| WHMC, LLC |
| XXXXXX-XXXXX BEHAVIORAL HOSPITAL COMPANY, LLC |
| XXXXXX-XXXXX HOLDINGS, LLC |
| XXXXXX-XXXXX HOSPITAL COMPANY, LLC |
| WOODLAND HEIGHTS MEDICAL CENTER, LLC |
| XXXXXXXX HEALTH SYSTEM, LLC |
Acting on behalf of each of the Subsidiary Guarantors set forth above
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Senior Vice President |
[Signature Page to Amendment No. 1 to the Credit Agreement]
| HEALTH MANAGEMENT ASSOCIATES, LP |
| By: Health Management General Partner, LLC, its general partner |
| TENNESSEE HMA HOLDINGS, LP |
| By: Health Management General Partner I, LLC, its general partner |
| QHG GEORGIA, LP |
| By: QHG Georgia Holdings II, LLC, its general partner |
| HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP |
| By: HMA Services GP, LLC, its general partner |
| HMA HOSPITALS HOLDINGS, LP |
| By: Health Management General Partner, LLC, its general partner |
| BROWNWOOD HOSPITAL, L.P. |
| By: Brownwood Medical Center, LLC, its general partner |
| CAROLINAS JV HOLDINGS, L.P. |
| By: Carolina JV Holdings General, LLC, its general partner |
| COLLEGE STATION HOSPITAL, L.P. |
| By: College Station Medical Center, LLC, its general partner |
| CRESTWOOD HEALTHCARE, L.P. |
| By: Crestwood Hospital, LLC |
| LAREDO TEXAS HOSPITAL COMPANY, L.P. |
| By: Xxxx Hospital Corporation, its general partner |
| LONGVIEW MEDICAL CENTER, L.P. |
| By: Regional Hospital of Longview, LLC, its general partner |
| XXXXXXX HOSPITAL, L.P. |
| By: Xxxxxxx Regional, LLC, its general partner |
| VICTORIA OF TEXAS, L.P. |
| By: Xxxxx Hospital, LLC, its general partner |
Acting on behalf of each of the Subsidiary Guarantors set forth above
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Senior Vice President |
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Name of Revolving Credit Lender: BANK OF AMERICA, N.A. | ||||||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||||||
| Name: | Xxxxxxxx Xxxxxxx | |||||||
| Title: | Vice President | |||||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Name of Revolving Credit Lender: Citibank, N.A. | ||||||||
| By: | /s/ Xxxxxx Xx Xxxxxxx | |||||||
| Name: | Xxxxxx Xx Xxxxxxx | |||||||
| Title: | Vice President | |||||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Name of Revolving Credit Lender: Credit Agricole Corporate and Investment Bank | ||||||||
| By: | /s/ Xxxx Xxxx | |||||||
| Name: | Xxxx Xxxx | |||||||
| Title: | Director | |||||||
| By: | /s/ Xxxxxx Xxx | |||||||
| Name: | Xxxxxx Xxx | |||||||
| Title: | Director | |||||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Deutsche Bank AG New York Branch, as Lender | ||||||
| By: | /s/ Xxxxxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| XXXXXXX SACHS BANK USA: | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| JPMORGAN CHASE BANK, N.A., Individually and as an Issuing Bank | ||||||
| By: | /s/ Xxxx Xxx Xxx | |||||
| Name: | Xxxx Xxx Xxx | |||||
| Title: | Executive Director | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Royal Bank of Canada: | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Authorized Signatory | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| SIEMENS FINANCIAL SERVICES, INC.: | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Vice President | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| SunTrust Bank: | ||||||
| By: | /s/ Anton Brykalin | |||||
| Name: | Anton Brykalin | |||||
| Title: | Vice President | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| XXXXX FARGO BANK, N.A., Individually and as an Issuing Bank | ||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxx | |||||
| Title: | Senior Vice President | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Compass Bank, as a Lender | ||||
| By: | /s/ Xxx XxXxxxx | |||
| Name: | Xxx XxXxxxx | |||
| Title: | SVP | |||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Fifth Third Bank | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President, Fifth Third Bank | |||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| Xxxxxx Xxxxxxx Senior Funding, Inc. | ||||||
| By: | /s/ Xxxxx Xxx | |||||
| Name: | Xxxxx Xxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Gilroy X’Xxxxx | |||||
| Name: | Gilroy X’Xxxxx | |||||
| Title: | Vice President | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
| The Bank of Nova Scotia | ||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||||
| Title: | Managing Director | |||||
[Signature Page to Amendment No. 1 to the Credit Agreement]
Schedule I
Revolving Credit Commitments
On file with agent
