EXHIBIT 10.5
MERGER AND TRANSFER AGREEMENT
GALESBURG COTTAGE HOSPITAL RETIREMENT PLAN
AND
COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
Xxxxxxx Trust Company, as directed trustee ("Trustee") of the Galesburg
Cottage Hospital Retirement Plan ("Galesburg Plan") and separately of the
Community Health Systems, Inc. 401(k) Plan ("CHS Plan"), Galesburg Cottage
Hospital ("Galesburg"), and CHS/Community Health Systems, Inc. ("CHS") enter
into this MERGER AND TRANSFER AGREEMENT ("Agreement") by and among themselves in
their separate, respective capacities as the Trustee and plan administrators of
the Galesburg Plan and of the CHS Plan.
WITNESSETH:
WHEREAS, CHS and its affiliate Galesburg Hospital Corporation have
agreed to purchase substantially all of the assets of Galesburg according to the
terms of that certain Asset Purchase Agreement entered into by and between the
parties as of March 15, 2004, as amended; and
WHEREAS, in connection with its purchase of substantially all of the
assets of Galesburg, CHS wishes to merge the Galesburg Plan with and into the
CHS Plan, effective as of July 1, 2004, and Galesburg wishes to effect and
consent to such merger; and
WHEREAS, the Galesburg Plan grants the Trustee and plan administrator
of the Galesburg Plan specific authority, and Galesburg as the plan
administrator directs the Trustee, to enter into a transfer of plan assets
agreement or to transfer plan assets as a party to any such agreement; and
WHEREAS, the CHS Plan grants the Trustee and plan administrator of the
CHS Plan specific authority, and CHS as the plan administrator directs the
Trustee, to accept the transfer of plan assets; and
WHEREAS, Galesburg deems it in the best interest of the administration
of the Galesburg Plan and in the best interest of the participants in the
Galesburg Plan to transfer and assign all participant accounts in the Galesburg
Plan to the CHS Plan in a plan merger; and
WHEREAS, CHS deems it in the best interest of the administration of the
CHS Plan to accept the transfer and assignment of all participant accounts from
the Galesburg Plan to the CHS Plan in a plan merger.
NOW, THEREFORE, for and in consideration of the premises, the Trustee
and plan administrators, acting in their respective capacities on behalf of the
CHS Plan and on behalf of the Galesburg Plan, hereby agree as follows:
(1) EMPLOYER MATCHING CONTRIBUTION. Prior to June 30, 2004,
Galesburg shall contribute and allocate to the accounts of eligible participants
in the Galesburg
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EXHIBIT 10.5
Plan the employer matching contributions to which such participants are entitled
under the terms of the Galesburg Plan for the period ending June 30, 2004, and
all prior periods.
(2) TRANSFER OF ASSETS. Following such allocation of employer
matching contributions, the Galesburg Plan trustee shall transfer and assign
directly to the CHS Plan trustee the accounts of all participants in the
Galesburg Plan.
(3) HOLDING AND INVESTMENT OF ASSETS. The Trustee and plan
administrator of the CHS Plan shall thereafter hold, invest, administer and
distribute the assets of the Galesburg Plan transferred and assigned in
accordance with the terms of the CHS Plan.
(4) PARTICIPANTS' ACCOUNTS. With respect to the accounts of
the participants in the Galesburg Plan transferred to the CHS Plan, the
following conditions shall apply:
(a) The sum of the account balances in the Galesburg Plan
and the CHS Plan shall equal the fair market value
(determined as of the date of the merger) of the
entire plan assets of the CHS Plan as of the date of
the merger;
(b) The assets of the Galesburg Plan and CHS Plan shall be
combined to form the assets of the CHS Plan as merged;
(c) Immediately after the merger, each participant in the
CHS Plan as merged shall have an account balance equal
to the sum of the account balances each participant
had in the Galesburg Plan immediately prior to the
merger;
(d) Participants shall continue to vest in their interest
in the amounts attributable to the Galesburg Plan in
accordance with the vesting schedule set forth in the
CHS Plan; and
(e) The transfer of the accounts shall not result in
elimination of any Internal Revenue Code Section
411(d)(6) protected benefit, except to the extent
permitted by the Internal Revenue Code or the Treasury
Regulations thereunder, and CHS shall amend the CHS
Plan to prevent the elimination of any such benefit.
(5) BINDING EFFECT. The terms and conditions of this Agreement
shall bind the Trustee (and its successors) of the Galesburg Plan and of the CHS
Plan and shall operate as if fully set forth within the CHS Plan.
(6) EFFECTIVE DATE. The merger of the plans and the transfer
and assignment of account balances in the Galesburg Plan to the CHS Plan shall
take place as of July 1, 2004.
IN WITNESS WHEREOF, the plan administrators have signed this Agreement
in their fiduciary capacities on behalf of the Galesburg Plan and separately on
behalf of the CHS Plan, and Xxxxxxx Trust Company has signed this Agreement, at
the direction of Galesburg and CHS as the plan administrators of their
respective plans, solely in its capacity as directed trustee on
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Exhibit 10.5
behalf of the Galesburg Plan and separately on behalf of the CHS Plan, as set
forth following their names below on this 1st day of July, 2004.
GALESBURG COTTAGE HOSPITAL--Plan
Administrator of the Galesburg Cottage Hospital
Retirement Plan
BY: /s/ [ILLEGIBLE]
---------------------------------------
Title: President & CEO
------------------------------------
CHS/COMMUNITY HEALTH SYSTEMS, INC.--
Plan Administrator of the Community Health
Systems, Inc. 401(k) Plan
BY: /s/ [ILLEGIBLE]
---------------------------------------
Title: Vice President
------------------------------------
Xxxxxxx Trust Company--Trustee of the Galesburg
Cottage Hospital Retirement Plan
BY: /s/ [ILLEGIBLE]
---------------------------------------
Title: Vice President
------------------------------------
Xxxxxxx Trust Company--Trustee of the
Community Health Systems, Inc. 401(k) Plan
BY: /s/ [ILLEGIBLE]
---------------------------------------
Title: Vice President
------------------------------------
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Exhibit 10.5
(BC LOGO) (BOULT x XXXXXXXX o B. Xxxxx Xxxxx
XXXXXXX x XXXXX PLC LETTERHEAD) (000)000-0000
Fax: (000)000-0000
Email: xxxxxx@xxxxxxxxxxxxx.xxx
July 20, 2004
Xx. Xxxx Xxxx
Community Health Systems, Inc.
000 Xxxxxxxx Xxxx, Xxxxx 000
X.X. Xxx 000
Xxxxxxxxx, XX 00000-0000
RE: MERGER AND TRANSFER AGREEMENT ENTERED INTO BY GALESBURG COTTAGE
HOSPITAL RETIREMENT PLAN AND COMMUNITY HEALTH SYSTEMS, INC. 401(k)
PLAN
Dear Chip:
Enclosed you will find for your files a fully-executed original Merger
and Trust Agreement as referenced above. If you have any questions regarding
this matter, please do not hesitate to contact me.
Yours truly,
BOULT, CUMMINGS, XXXXXXX & XXXXX, PLC
By: /s/ B. XXXXX XXXXX
B. Xxxxx Xxxxx
BDJ/sl
Enclosure
cc: Xx. Xxxxx Xxxxxxx (w/encl.)
LAW OFFICES
000 XXXXX XXXXXX x XXXXX 0000 o P.O. XXX 000000 x XXXXXXXXX x XX x 00000
TELEPHONE 000.000.0000 FACSIMILE 615.252.6380 WWW.BOULTCUMMINGS.OOM
