Contract

Exhibit 10.1

AMENDMENT NO. 2 dated as of December 5, 2016 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, and January 27, 2014, as further amended as of March 9, 2015, and May 18, 2015 (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, 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. The Borrower, Parent 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. 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.

SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows, effective as of the Amendment Effective Date (as defined below):

(a) Section 6.12 (Interest Coverage Ratio) of the Credit Agreement is hereby amended by replacing in its entirety the chart contained therein with the following:

Period		Ratio
December 31, 2013 through December 31, 2017			2.00 to 1.00
Thereafter			2.25 to 1.00

(b) Section 6.13 (Maximum Secured Net Leverage Ratio) of the Credit Agreement is hereby amended by replacing in its entirety the chart contained therein with the following:

Period		Ratio
December 31, 2013 through December 31, 2015			4.50 to 1.00
January 1, 2016 through September 30, 2016			4.25 to 1.00
October 1, 2016 through December 31, 2017			4.50 to 1.00
Thereafter			4.00 to 1.00

SECTION 3. 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 Revolving Credit Lenders and the 2019 Term A Lenders (collectively, the “Pro Rata Lenders”), the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment:

(a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment 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.

(b) No Default or Event of Default has occurred and is continuing.

(c) None of the Security Documents in effect on the Amendment 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 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 Effective Date.

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SECTION 4. 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 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 payment from the Borrower, for the account of each Pro Rata 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 December 2, 2016 (each, a “Consenting Lender”), an amendment fee in an amount equal to 0.125% of the aggregate outstanding principal amount of such Consenting Lender’s 2019 Term A Loans and the aggregate amount of such Consenting Lender’s Revolving Credit Commitments (whether drawn or undrawn), as the case may be, in each case as of the Amendment Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part.

(c) The Administrative Agent shall have received all other fees and other amounts due and payable on or prior to the Amendment 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 in connection with the transactions contemplated hereby or under any other Loan Document.

(d) The Administrative Agent shall have received a favorable opinion of Bass, Xxxxx & Xxxx PLC, counsel for Parent and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent may reasonably request relating to the formation, incorporation, organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying that the representations and warranties set forth in Section 3 hereof are true and correct as of the Amendment Effective Date.

The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

SECTION 5. 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

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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 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified by this Amendment.

(c) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Additional Undertakings. Each of Parent and the Borrower covenants and agrees with each Pro Rata Lender that, so long as the Credit Agreement remains in effect and until (i) the Revolving Credit Commitments have been terminated, (ii) the principal of and interest on each 2019 Term A Loan, Other Term A Loan and Revolving Loan have been paid in full, (iii) all Fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (iv) 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, neither Parent nor the Borrower will, nor will they cause or permit any of the Subsidiaries to:

(a) Incur or establish any (i) Incremental Term Loan Commitments, (ii) Revolving Credit Commitment Increases, (iii) revolving credit commitments in accordance with Section 6.01(r) of the Credit Agreement (as may be in effect from time to time) or (iv) Indebtedness in accordance with Section 6.01(w) of the Credit Agreement (as may be in effect from time to time), in each case pursuant to clause (a)(x) of the definition of “Incremental Amount” in excess of $750,000,000 in the aggregate for all of the foregoing collectively;

(b) On any date prior to January 1, 2018, reinvest any proceeds of any Asset Sale pursuant to the first proviso of the definition of “Net Cash Proceeds” (for the avoidance of doubt, it being understood and agreed that the applicable cash proceeds received in respect of any Asset Sale shall constitute Net Cash Proceeds as and when received); or

(c) Make any Restricted Payment pursuant to Section 6.06(a)(vii) of the Credit Agreement (as in effect from time to time) if, at the time of and after giving effect thereto, the Secured Net Leverage Ratio would exceed 3.0 to 1.0.

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The provisions of this Section 6 of this Amendment are solely for the benefit of the Pro Rata Lenders and the Required Covenant Lenders may (i) amend or otherwise modify this Section 6 or, solely for the purposes of this Section 6, the defined terms used, directly or indirectly, herein, or (ii) waive any non-compliance with this Section 6 or any Default or Event of Default resulting from such non-compliance. For the avoidance of doubt, any breach of this Section 6 shall constitute a breach of a covenant contained in a Loan Document in accordance with Article VII(e) of the Credit Agreement.

SECTION 7. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the 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 8. 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 9. 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, and, once delivered, may not be withdrawn or revoked unless this Amendment fails to become effective in accordance with its terms on or prior to January 31, 2017.

SECTION 10. 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.

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SECTION 11. 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 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 12. 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.

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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.

COMMUNITY HEALTH SYSTEMS, INC.,
by		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Executive Vice President
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
by		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Executive Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank
by		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Authorized Signatory
by		/s/ Xxxxxx Xxx Xxxxx
		Name: Xxxxxx Xxx Xxxxx
		Title: Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

XXXXX FARGO BANK, N.A., individually and as an Issuing Bank
by		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

Abilene Hospital, LLC Abilene Merger, LLC Affinity Health Systems, LLC Affinity Hospital, LLC Amory HMA, LLC Anniston HMA, LLC Berwick Hospital Company, LLC Biloxi H.M.A., LLC Birmingham Holdings, LLC Birmingham Holdings II, LLC Bluefield Holdings, LLC Bluefield Hospital Company, LLC Bluffton Health System LLC Xxxxxxx HMA, LLC Brevard HMA Holdings, LLC Brevard HMA Hospitals, LLC Brownwood Hospital, L.P. Brownwood Medical Center, LLC Bullhead City Hospital Corporation Bullhead City Hospital Investment Corporation Xxxxxxxx County HMA, LLC Carlisle HMA, LLC Carlsbad Medical Center, LLC Carolinas Holdings, LLC Carolinas JV Holdings General, LLC Carolinas JV Holdings, L.P. 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 Tennessee Holdings, LLC CHS Virginia Holdings, LLC CHS Washington Holdings, LLC Citrus HMA, LLC Clarksdale HMA, LLC Clarksville Holdings, LLC Clarksville Holdings II, LLC Cleveland Hospital Corporation Cleveland Tennessee Hospital Company, LLC Clinton HMA, LLC Coatesville Hospital Corporation Xxxxx County HMA, LLC College Station Hospital, L.P. College Station Medical Center, LLC College Station Merger, LLC Community Health Investment Company, LLC CP Hospital GP, LLC CPLP, LLC Crestwood Healthcare, L.P. Crestwood Hospital, LLC Crestwood Hospital LP, 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 Corporation Emporia Hospital Corporation 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 Associates, LP Health Management General Partner, LLC Health Management General Partner I, LLC HMA Xxxxxxxx County General Hospital, LLC HMA Hospitals Holdings, LP HMA Santa Xxxx Medical Center, LLC HMA Services GP, LLC HMA-TRI Holdings, LLC

By:		/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President

Acting on behalf of each of the Subsidiary Guarantors set forth above

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

Xxxxx Medco, LLC Hospital of Morristown, Inc. Hospital Management Associates, LLC Hospital Management Services of Florida, XX Xxxxxxx Hospital Corporation (TN) Xxxxxxx HMA, LLC Jefferson County HMA, LLC Jourdanton Hospital Corporation Xxx County Hospital Corporation Xxx County Oklahoma Hospital Company, LLC Kennett HMA, LLC Key West HMA, LLC Kirksville Hospital Company, LLC Knoxville HMA Holdings, LLC Lakeway Hospital Corporation Lancaster Hospital Corporation Laredo Texas Hospital Company, L.P. Las Cruces Medical Center, LLC Lea Regional Hospital, LLC Lebanon HMA, LLC Longview Clinic Operations Company, LLC Longview Medical Center, L.P. Longview Merger, LLC LRH, LLC Lutheran Health Network of Indiana, LLC Madison HMA, LLC Xxxxxxxx County HMA, LLC Xxxxxx Hospital Corporation Xxxx Xxxxx Health System, LLC Xxxxx County HMA, LLC MCSA, L.L.C. Medical Center of Brownwood, LLC Melbourne HMA, LLC Merger Legacy Holdings, 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 National Healthcare of Leesville, Inc. Xxxxxxx Hospital, X.X. Xxxxxxx Regional, LLC NC-DSH, LLC Northampton Hospital Company, 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, Inc. QHG Georgia Holdings II, LLC QHG Georgia, LP 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 Rockledge HMA, LLC ROH, LLC Roswell Hospital Corporation Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC SACMC, LLC Salem Hospital Corporation San Xxxxxx Community Medical Center, LLC

By:		/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President

Acting on behalf of each of the Subsidiary Guarantors set forth above

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

LENDER SIGNATURE PAGE TO

AMENDMENT NO. 2

TO CREDIT AGREEMENT OF

CHS/COMMUNITY HEALTH SYSTEMS, INC.

San Xxxxxx Medical, LLC Scranton Holdings, LLC Scranton Hospital Company, LLC Scranton Quincy Holdings, LLC Scranton Quincy Hospital Company, LLC Sebastian Hospital, LLC Sebring Hospital Management Associates, LLC Seminole HMA, LLC Sharon Pennsylvania Holdings, LLC Sharon Pennsylvania Hospital Company, LLC Shelbyville Hospital Corporation Siloam Springs Arkansas Hospital Company, LLC Siloam Springs Holdings, LLC Southeast HMA Holdings, LLC Southern Texas Medical Center, LLC Southwest Florida HMA Holdings, LLC Spokane Valley Washington Hospital Company, LLC Spokane Washington Hospital Company, LLC Statesville HMA, LLC Tennessee HMA Holdings, XX Xxxxxxxx Holdings, LLC Tomball Texas Holdings, LLC 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 Victoria of Texas, L.P. Virginia Hospital Company, LLC Warren Ohio Hospital Company, LLC Warren Ohio Rehab Hospital Company, LLC Xxxxxxxxxxx Hospital Corporation Weatherford Texas Hospital Company, LLC Xxxx Hospital Corporation Xxxx Hospital Holdings, LLC Xxxxxx Health System LLC West Grove Hospital Company, LLC WHMC, LLC Xxxxxx-Xxxxx Behavioral Hospital Company, LLC Xxxxxx-Xxxxx Holdings, LLC Xxxxxx-Xxxxx Hospital Company, LLC Women & Children’s Hospital, LLC Woodland Heights Medical Center, LLC Xxxxxxxx Health System, LLC Yakima HMA, LLC York Pennsylvania Holdings, LLC York Pennsylvania Hospital Company, LLC Youngstown Ohio Hospital Company, LLC

By:		/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President

Acting on behalf of each of the Subsidiary Guarantors set forth above

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]

Name of Lender:¹

by

Name:

Title:

For any Lender requiring a second signature line:

by

Name:

Title:

¹  Signatures of the requisite number of other lenders are on file with the Administrative Agent

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]