Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO.1
AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT
dated as of
March 9, 2015,
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
COMMUNITY HEALTH SYSTEMS, INC.,
THE LENDERS PARTY HERETO
and
CREDIT SUISSE AG,
as
Administrative Agent and Collateral Agent
CREDIT SUISSE
SECURITIES (USA) LLC,
As Bookrunner and Lead Arranger
THE INCREMENTAL 2018 TERM F LOANS ISSUED PURSUANT TO THIS AGREEMENT WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 0000 XX XXX. XX XXX
XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE AMENDMENT EFFECTIVE DATE, A LENDER THAT MADE AN INCREMENTAL 2018 TERM F LOAN MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.01(a) OF THE CREDIT AGREEMENT.
AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of
March 9, 2015 (this “Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation
(“Parent”), the Subsidiary Guarantors listed on the signature pages hereto, the 2018 Incremental Term F Lenders listed on the signature pages hereto, the other Lenders listed on the signature pages hereto and CREDIT SUISSE
AG, as Administrative Agent and Collateral Agent.
PRELIMINARY STATEMENT
A. Reference is made 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 heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among the Borrower, Parent, the Lenders from time to time
party thereto and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders.
B. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.
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.
D. The Borrower, Parent and the Required Lenders party hereto desire that certain provisions of the Credit Agreement be amended as provided
herein.
E. Pursuant to Section 2.24 of the Credit Agreement, the Borrower has requested that the persons set forth on
Schedule I hereto (together with their permitted successors and assigns, the “Incremental 2018 Term F Lenders”) commit to make Incremental Term Loans to the Borrower on the Effective Date (as defined below) in an aggregate
principal amount of $1,700,000,000 (the “Incremental 2018 Term F Loans”; the commitment of each Incremental 2018 Term F Lender to provide its applicable portion of the Incremental 2018 Term F Loans, an “Incremental
2018 Term F Loan Commitment”).
F. The Incremental 2018 Term F Lenders are willing to make the Incremental 2018
Term F Loans to the Borrower on the Effective Date on the terms and subject to the conditions set forth herein and in the Credit Agreement.
Accordingly, in consideration of the foregoing 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. Terms Generally.
(a) Capitalized terms used but not otherwise defined herein (including in 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 Agreement shall be a “Loan Document” and an “Incremental Term Loan Assumption Agreement” for all purposes of the Credit Agreement and the other Loan Documents.
(b) The amendment of the Credit Agreement described in Section 2 hereof, the making of the Incremental 2018 Term F Loans
and the use of proceeds thereof decribed in Section 3 hereof and the payment of fees and expenses with respect to each of the foregoing, in each case on the 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, the Credit Agreement is hereby amended as follows, effective as of the Effective Date (and immediately after giving effect to Section 3 hereof (it being understood and agreed that each of the below
amendments shall be deemed to be effective concurrently with the incurrence of the Incremental 2018 Term F Loans)):
(a)
The definition of the term “2019 Term A Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““2019 Term A Maturity Date” shall mean January 27, 2019; provided that if on any date prior to
January 27, 2019 (any such date, a “Term A Reference Date”), an aggregate principal amount in excess of $250,000,000 of (x) 2017 Term E Loans, (y) 2018 Notes and (z) any Indebtedness
(“Refinanced Indebtedness”) incurred to refinance or otherwise extend the maturity date of 2017 Term E Loans, 2018 Notes or other Refinanced Indebtedness, is outstanding and scheduled to mature or similarly become due on or
prior to the date that is ninety-one (91) days after the Term A Reference Date, the 2019 Term A Maturity Date shall instead be the Term A Reference Date; provided further, that, in each case, if any such day is not a Business Day, the
2019 Term A Maturity Date shall be the Business Day immediately preceding such day.”
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(b) The definition of the term “2021 Term D Maturity Date” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““2021 Term D
Maturity Date” shall mean January 27, 2021; provided that if on any date prior to January 27, 2021 (any such date, a “Term D Reference Date”), an aggregate principal amount in excess of
$250,000,000 of (v) 2017 Term E Loans, (w) 2018 Notes, (x) 2019 Notes, (y) 2020 Notes and (z) any Indebtedness (“Refinanced Indebtedness”) incurred to refinance or otherwise extend the maturity date
of 2017 Term E Loans, 2018 Notes, 2019 Notes, 2020 Notes or other Refinanced Indebtedness is outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one (91) days after the Term D Reference Date, the
2021 Term D Maturity Date shall instead be the Term D Reference Date; provided further, that, in each case, if any such day is not a Business Day, the 2021 Term D Maturity Date shall be the Business Day immediately preceding such day.”
(c) The definition of the term “Revolving Credit Maturity Date” set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
““Revolving Credit Maturity
Date” shall mean January 27, 2019; provided that if on any date prior to January 27, 2019 (any such date, a “Revolving Credit Reference Date”), an aggregate principal amount in excess of
$250,000,000 of (x) 2017 Term E Loans, (y) 2018 Notes and (z) any Indebtedness (“Refinanced Indebtedness”) incurred to refinance or otherwise extend the maturity date of 2017 Term E Loans, 2018 Notes or
Refinanced Indebtedness, is outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one (91) days after the Revolving Credit Reference Date, the Revolving Credit Maturity Date shall instead be the
Revolving Credit Reference Date; provided further, that, in each case, if any such day is not a Business Day, the Revolving Credit Maturity Date shall be the Business Day immediately preceding such day.”
(d) The definition of the term “Maturity Trigger” set forth in Section 1.01 of the Credit Agreement is hereby
deleted in its entirety.
(e) Section 2.24(b) of the Credit Agreement in hereby amended by inserting the following at
the beginning of clauses (i) and (ii) of the first proviso in such Section: “except with respect to up to $41,000,000 of 2018 Term F Loans incurred pursuant to the Amendment No. 1 and Incremental Term Loan Assumption Agreement
dated as of March 9, 2015, the proceeds of which may be used to pay fees and expenses incurred in connection with the 2018 Term F Loans and for general corporate purposes,”.
SECTION 3. Incremental 2018 Term F Loans. (a) On the terms and subject to the conditions set forth herein and in the Credit
Agreement and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, each Incremental 2018 Term F Lender agrees, severally and not jointly, to
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make, on the Effective Date, an Incremental 2018 Term F Loan to the Borrower in an aggregate principal amount equal to its Incremental 2018 Term F Loan Commitment. Amounts paid or prepaid in
respect of the Incremental 2018 Term F Loans may not be reborrowed.
(b) The Incremental 2018 Term F Loan Commitment of
each Incremental 2018 Term F Lender shall automatically terminate upon the making of the Incremental 2018 Term F Loans on the Effective Date.
(c) The proceeds of the Incremental 2018 Term F Loans are to be used by the Borrower solely to prepay 2017 Term E Loans
that are outstanding on the Effective Date immediately prior to giving effect to this Agreement.
(d) The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of each Incremental 2018 Term F Lender, the principal amount of each Incremental 2018 Term F Loan of such Incremental 2018 Term F Lender as provided in
Section 2.11(a)(vi) of the Credit Agreement and Exhibit A hereto.
(e) The Incremental 2018 Term F Loans shall
constitute Incremental Term Loans, Other Term Loans, Refinancing Incremental Term Loans and Term Loans for all purposes of the Credit Agreement and the other Loan Documents, and shall have the terms that are set forth in Exhibit A
hereto. Except to the extent provided in Exhibit A hereto or in this Agreement, the terms and conditions of the Incremental 2018 Term F Loans shall be identical to those of the 2017 Term E Loans. For all purposes under the Third Restated
Credit Agreement and the other Loan Documents, the Incremental 2018 Term F Loans may, from time to time, be referred to as the “2018 Term F Loans”.
SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each of Parent, the
Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders (including the Incremental 2018 Term F Lenders), the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this
Agreement and the transaction contemplated hereby:
(a) This Agreement has been duly executed and delivered by each Loan
Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(b) 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 Effective Date as though made on and as of such
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date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material
respects as of such earlier date (it being understood and agreed that the Transactions (as defined in this Agreement) 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).
(c) No Default or Event of Default has occurred and is continuing.
(d) None of the Security Documents in effect on the Effective Date will be rendered invalid, non-binding or unenforceable
against any Loan Party as a result of this Agreement. The Guarantees created under such Security Documents will continue to guarantee the Obligations (as the Obligations are modified hereunder) to the same extent as they guaranteed the Obligations
immediately prior to the Effective Date. Upon the filing of the Mortgage Amendments (as defined below), the Liens created under such Security Documents will continue to secure the Obligations (as the Obligations are modified hereunder), 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 Effective Date.
SECTION 5. Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions
precedent is satisfied (such date, the “Effective Date”):
(a) The Administrative Agent shall have
received duly executed and delivered counterparts of this Agreement that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor, each Incremental 2018 Term F Lender and the Required Lenders (determined
immediately after giving effect to the incurrence of the Incremental 2018 Term F Loans and the use of proceeds thereof).
(b) The Administrative Agent shall have received payment from the Borrower, for the account of each 2021 Term D Lender that
shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Agreement at or prior to 12:00 noon, New York City time, on March 5, 2015 (each, a “Consenting
Lender”), an amendment fee in an amount equal to 0.05% of the aggregate outstanding principal amount of such Consenting Lender’s 2021 Term D Loans as of the 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 a favorable
written opinion of (i) Bass, Xxxxx & Xxxx PLC, counsel for Parent and the Borrower, substantially to the effect set forth on Exhibit B-1 and (ii) the general counsel of Parent, substantially to the effect set forth in
Exhibit B-2.
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(d) The Administrative Agent shall have received (i) a certificate as to the
good standing of each Loan Party as of a recent date, from the Secretary of State of its state of organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that
attached thereto is a true and complete copy of (1) the by-laws (or equivalent thereof) and (2) the certificate or articles of incorporation, certified as of a recent date by the Secretary of State of the applicable state of organization,
in each case of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (or, if such by-laws (or equivalent thereof) or certificate or articles of
incorporation have not been amended or modified since any delivery thereof to the Administrative Agent on the Closing Date, the First Restatement Effective Date, the Second Restatement Effective Date or the Third Restatement Effective Date, as
applicable, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent thereof) of such Loan Party authorizing the
execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen
signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request.
(e) The Administrative Agent shall have received a certificate, dated the 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.
(f) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date,
including upfront fees (which may be in the form of original issue discount) in the amounts agreed with each Incremental 2018 Term F Lender and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(g) The Security Documents shall be in full force and effect on the Effective Date, and the Collateral Agent on behalf of the
Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document.
The Administrative Agent
shall notify the Borrower, the Incremental 2018 Term F Lenders and the other Lenders under the Credit Agreement of the Effective Date and such notice shall be conclusive and binding.
SECTION 6. Effect of this Amendment. (a) Except as expressly set forth herein, this Agreement 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
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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 Agreement shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
(b) From and after the Effective Date, any reference to the Credit Agreement
shall mean the Credit Agreement as modified by this Agreement.
SECTION 7. Reaffirmation; Further Assurances. (a) 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 Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby
confirms its respective guarantees (including in respect of the Incremental 2018 Term F Loans), pledges and grants of security interests (including in respect of the Incremental 2018 Term F Loans), as applicable, under each of the Loan Documents to
which it is party, and agrees that, notwithstanding the effectiveness of this Agreement 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 (including in respect of the Incremental 2018 Term F Lenders). Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the
Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.
(b) Within 90 days after the Effective Date (or such later date as the Administrative Agent in its sole discretion may permit)
the Borrower shall deliver, with respect to each Mortgage encumbering a Mortgaged Property, either (x) an amendment thereof (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to
reflect that the lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, and
opinions by local counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each such Mortgage Amendment, or (y) opinions or other written confirmations from local counsel reasonably acceptable to the
Administrative Agent stating, to the reasonably satisfaction of the Administrative Agent, that no such Mortgage Amendment is required with respect to a Mortgaged Property, in each case in substantially the same form as those Mortgage Amendments and
local counsel opinions delivered to the Administrative Agent in connection with the Third Restatement Effective Date, except for those changes necessary to reflect the transactions contemplated hereby, and each of the foregoing being in all respects
reasonably acceptable to the Administrative Agent.
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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 Agreement), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Credit
Agreement.
SECTION 10. Counterparts. This Agreement 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 of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart
of this Agreement.
SECTION 11. No Novation. This Agreement 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 Agreement 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 12. Governing Law. (a) THIS AGREEMENT 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 AGREEMENT 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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SECTION 13. Headings. Section headings used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 14. Tax Matters. For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the
Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i).
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date first above written.
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| CHS/COMMUNITY HEALTH SYSTEMS, INC., |
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| by |
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/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Executive Vice President |
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| COMMUNITY HEALTH SYSTEMS, INC., |
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| by |
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/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Executive Vice President |
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| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank, |
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| by |
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/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Authorized Signatory |
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| by |
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/s/ Xxxx Xxxxxxx |
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Name: Xxxx Xxxxxxx |
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Title: Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
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| XXXXX FARGO BANK, N.A., as Issuing Bank, |
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| by |
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/s/ Xxxxxxx Xxxxxx |
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Name: Xxxxxxx Xxxxxx |
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Title: Vice President |
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| by |
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Name: |
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Title: |
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION]
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| Abilene Hospital, LLC |
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Centre Hospital Corporation |
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| Abilene Merger, LLC |
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CHHS Holdings, LLC |
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| Affinity Health Systems, LLC |
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CHS Kentucky Holdings, LLC |
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| Affinity Hospital, LLC |
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CHS Pennsylvania Holdings, LLC |
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| Xxxx Hospital Corporation |
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CHS Virginia Holdings, LLC |
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| Berwick Hospital Company, LLC |
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CHS Washington Holdings, LLC |
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| Big Bend Hospital Corporation |
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Clarksville Holdings, LLC |
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| Big Spring Hospital Corporation |
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Clarksville Holdings II, LLC |
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| Birmingham Holdings, LLC |
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Cleveland Hospital Corporation |
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| Birmingham Holdings II, LLC |
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Cleveland Tennessee Hospital Company, LLC |
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| Blue Island Hospital Company, LLC |
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Clinton Hospital Corporation |
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| Blue Island Illinois Holdings, LLC |
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Coatesville Hospital Corporation |
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| Bluefield Holdings, LLC |
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College Station Medical Center, LLC |
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| Bluefield Hospital Company, LLC |
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College Station Merger, LLC |
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| Bluffton Health System LLC |
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Community GP Corp. |
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| Brownwood Medical Center, LLC |
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Community Health Investment Company, LLC |
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| Bullhead City Hospital Corporation |
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Community LP Corp. |
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| Bullhead City Hospital Investment Corporation |
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CP Hospital GP, LLC |
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| Carlsbad Medical Center, LLC |
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CPLP, LLC |
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| By: |
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/s/ Xxxxxx X. Xxxxxxx |
| Name: |
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Xxxxxx X. Xxxxxxx |
| Title: |
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Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
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| Crestwood Hospital, LLC |
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Frankfort Health Partner, Inc. |
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| Crestwood Hospital LP, LLC |
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Franklin Hospital Corporation |
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| CSMC, LLC |
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Gadsden Regional Medical Center, LLC |
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| CSRA Holdings, LLC |
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Galesburg Hospital Corporation |
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| Deaconess Holdings, LLC |
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Granbury Hospital Corporation |
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| Deaconess Hospital Holdings, LLC |
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Granite City Hospital Corporation |
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| Xxxxxx Hospital Corporation |
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Granite City Illinois Hospital Company, LLC |
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| Desert Hospital Holdings, LLC |
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Greenville Hospital Corporation |
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| Xxxxx Hospital, LLC |
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GRMC Holdings, LLC |
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| DHFW Holdings, LLC |
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Hallmark Healthcare Company, LLC |
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| DHSC, LLC |
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Xxxxx Medco, LLC |
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| Xxxxx Health System, LLC |
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Hospital of Barstow, Inc. |
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| Dyersburg Hospital Corporation |
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Hospital of Xxxxxx, Inc. |
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| Emporia Hospital Corporation |
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Hospital of Louisa, Inc. |
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| Evanston Hospital Corporation |
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Hospital of Morristown, Inc. |
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| Fallbrook Hospital Corporation |
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Xxxxxxx Hospital Corporation (KY) |
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| Xxxxx Hospital Corporation |
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Xxxxxxx Hospital Corporation (TN) |
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| Forrest City Arkansas Hospital Company, LLC |
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Jourdanton Hospital Corporation |
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| Xxxxxxx City Hospital Corporation |
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Xxx County Hospital Corporation |
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| Fort Xxxxx Hospital Corporation |
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Xxx County Oklahoma Hospital Company, LLC |
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| By: |
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/s/ Xxxxxx X. Xxxxxxx |
| Name: |
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Xxxxxx X. Xxxxxxx |
| Title: |
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Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
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| Kirksville Hospital Company, LLC |
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MMC of Nevada, LLC |
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| Lakeway Hospital Corporation |
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Xxxxxxx Hospital Company, LLC |
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| Lancaster Hospital Corporation |
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MWMC Holdings, LLC |
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| Las Cruces Medical Center, LLC |
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Natchez Hospital Company, LLC |
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| Lea Regional Hospital, LLC |
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National Healthcare of Leesville, Inc. |
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| Lexington Hospital Corporation |
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National Healthcare of Mt. Xxxxxx, Inc. |
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| Longview Clinic Operations Company, LLC |
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Xxxxxxx Regional, LLC |
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| Longview Merger, LLC |
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NC-DSH, LLC |
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| LRH, LLC |
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Northampton Hospital Company, LLC |
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| Lutheran Health Network of Indiana, LLC |
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Northwest Arkansas Hospitals, LLC |
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| Xxxxxx Hospital Corporation |
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Northwest Hospital, LLC |
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| Xxxxxx Hospital Corporation |
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NOV Holdings, LLC |
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| Massillon Community Health System LLC |
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NRH, LLC |
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| Massillon Health System LLC |
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Oak Hill Hospital Corporation |
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| Massillon Holdings, LLC |
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Oro Valley Hospital, LLC |
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| XxXxxxxx Tennessee Hospital Company, LLC |
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Xxxxxx-Wasilla Health System, LLC |
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| McNairy Hospital Corporation |
|
Payson Hospital Corporation |
|
|
| MCSA, L.L.C. |
|
Pennsylvania Hospital Company, LLC |
|
|
| Medical Center of Brownwood, LLC |
|
Xxxxxxxx Hospital Corporation |
|
|
| Merger Legacy Holdings, LLC |
|
|
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
|
|
|
| Phoenixville Hospital Company, LLC |
|
Ruston Hospital Corporation |
|
|
| Pottstown Hospital Company, LLC |
|
Ruston Louisiana Hospital Company, LLC |
|
|
| QHG Georgia Holdings, Inc. |
|
SACMC, LLC |
|
|
| QHG Georgia Holdings II, LLC |
|
Salem Hospital Corporation |
|
|
| QHG of Bluffton Company, LLC |
|
San Xxxxxx Community Medical Center, LLC |
|
|
| QHG of Clinton County, Inc. |
|
San Xxxxxx Medical, LLC |
|
|
| QHG of Enterprise, Inc. |
|
San Xxxxxx Hospital Corporation |
|
|
| QHG of Xxxxxxx County, Inc. |
|
Scranton Holdings, LLC |
|
|
| QHG of Fort Xxxxx Company, LLC |
|
Scranton Hospital Company, LLC |
|
|
| QHG of Hattiesburg, Inc. |
|
Scranton Quincy Holdings, LLC |
|
|
| QHG of Massillon, Inc. |
|
Scranton Quincy Hospital Company, LLC |
|
|
| QHG of South Carolina, Inc. |
|
Sharon Pennsylvania Holdings, LLC |
|
|
| QHG of Spartanburg, Inc. |
|
Sharon Pennsylvania Hospital Company, LLC |
|
|
| QHG of Springdale, Inc. |
|
Shelbyville Hospital Corporation |
|
|
| Quorum Health Resources, LLC |
|
Siloam Springs Arkansas Hospital Company, LLC |
|
|
| Red Bud Hospital Corporation |
|
Siloam Springs Holdings, LLC |
|
|
| Red Bud Illinois Hospital Company, LLC |
|
Southern Texas Medical Center, LLC |
|
|
| Regional Hospital of Longview, LLC |
|
Spokane Valley Washington Hospital Company, LLC |
|
|
| River Region Medical Corporation |
|
Spokane Washington Hospital Company, LLC |
|
|
| Roswell Hospital Corporation |
|
Tennyson Holdings, LLC |
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
|
|
|
| Tooele Hospital Corporation |
|
Watsonville Hospital Corporation |
|
|
| Tomball Texas Holdings, LLC |
|
Waukegan Hospital Corporation |
|
|
| Tomball Texas Hospital Company, LLC |
|
Waukegan Illinois Hospital Company, LLC |
|
|
| Triad Healthcare Corporation |
|
Xxxxxxxxxxx Hospital Corporation |
|
|
| Triad Holdings III, LLC |
|
Weatherford Texas Hospital Company, LLC |
|
|
| Triad Holdings IV, LLC |
|
Xxxx Hospital Corporation |
|
|
| Triad Holdings V, LLC |
|
Xxxx Hospital Holdings, LLC |
|
|
| Triad Nevada Holdings, LLC |
|
Xxxxxx Health System LLC |
|
|
| Triad of Alabama, LLC |
|
West Grove Hospital Company, LLC |
|
|
| Triad of Oregon, LLC |
|
WHMC, LLC |
|
|
| Triad-ARMC, LLC |
|
Xxxxxx-Xxxxx Behavioral Hospital Company, LLC |
|
|
| Triad-El Dorado, Inc. |
|
Xxxxxx-Xxxxx Holdings, LLC |
|
|
| Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
|
Xxxxxx-Xxxxx Hospital Company, LLC |
|
|
| Tunkhannock Hospital Company, LLC |
|
Williamston Hospital Corporation |
|
|
| VHC Medical, LLC |
|
Women & Children’s Hospital, LLC |
|
|
| Vicksburg Healthcare, LLC |
|
Woodland Heights Medical Center, LLC |
|
|
| Victoria Hospital, LLC |
|
Xxxxxxxx Health System, LLC |
|
|
| Virginia Hospital Company, LLC |
|
York Pennsylvania Holdings, LLC |
|
|
| Warren Ohio Hospital Company, LLC |
|
York Pennsylvania Hospital Company, LLC |
|
|
| Warren Ohio Rehab Hospital Company, LLC |
|
Youngstown Ohio Hospital Company, LLC |
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
|
|
|
| BROWNWOOD HOSPITAL, L.P. |
|
|
| By: |
|
Brownwood Medical Center, LLC |
| Its: |
|
General Partner |
|
|
|
| COLLEGE STATION HOSPITAL, L.P. |
|
|
| By: |
|
College Station Medical Center, LLC |
| 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 |
|
|
|
| QHG GEORGIA, LP |
|
|
| By: |
|
QHG Georgia Holdings II, LLC |
| Its: |
|
General Partner |
|
|
|
| VICTORIA OF TEXAS, L.P. |
|
|
| By: |
|
Xxxxx Hospital, LLC |
| Its: |
|
General Partner |
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
|
|
|
| Amory HMA, LLC |
|
HMA Xxxxxxxx County General Hospital, LLC |
|
|
| Anniston HMA, LLC |
|
HMA Santa Xxxx Medical Center, LLC |
|
|
| Bartow HMA, LLC |
|
HMA Services GP, LLC |
|
|
| Biloxi H.M.A., LLC |
|
Hospital Management Associates, LLC |
|
|
| Xxxxxxx HMA, LLC |
|
Xxxxxxx HMA, LLC |
|
|
| Brevard HMA Holdings, LLC |
|
Jefferson County HMA, LLC |
|
|
| Brevard HMA Hospitals, LLC |
|
Kennett HMA, LLC |
|
|
| Xxxxxxxx County HMA, LLC |
|
Key West HMA, LLC |
|
|
| Carlisle HMA, LLC |
|
Knoxville HMA Holdings, LLC |
|
|
| Carolinas JV Holdings General, LLC |
|
Lehigh HMA, LLC |
|
|
| Central Florida HMA Holdings, LLC |
|
Madison HMA, LLC |
|
|
| Central States HMA Holdings, LLC |
|
Melbourne HMA, LLC |
|
|
| Xxxxxxx HMA, LLC |
|
Mesquite HMA General, LLC |
|
|
| Citrus HMA, LLC |
|
Metro Knoxville HMA, LLC |
|
|
| Clarksdale HMA, LLC |
|
Mississippi HMA Holdings I, LLC |
|
|
| Xxxxx County HMA, LLC |
|
Mississippi HMA Holdings II, LLC |
|
|
| Florida HMA Holdings, LLC |
|
Monroe HMA, LLC |
|
|
| Fort Xxxxx HMA, LLC |
|
Naples HMA, LLC |
|
|
| Hamlet H.M.A., LLC |
|
Poplar Bluff Regional Medical Center, LLC |
|
|
| Health Management Associates, Inc. |
|
Port Charlotte HMA, LLC |
|
|
| Health Management General Partner, LLC |
|
Punta Gorda HMA, LLC |
|
|
| Health Management General Partner I, LLC |
|
|
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
|
|
|
| River Oaks Hospital, LLC |
|
Southwest Florida HMA Holdings, LLC |
|
|
| Rockledge HMA, LLC |
|
Statesville HMA, LLC |
|
|
| ROH, LLC |
|
Van Buren H.M.A., LLC |
|
|
| Sebastian Hospital, LLC |
|
Venice HMA, LLC |
|
|
| Sebring Hospital Management Associates, LLC |
|
Winder HMA, LLC |
|
|
| Southeast HMA Holdings, LLC |
|
Yakima HMA, LLC |
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
|
|
|
| CAROLINAS JV HOLDINGS, L.P. |
|
|
| By: |
|
Carolinas JV Holdings General, LLC |
| Its: |
|
General Partner |
|
|
|
| HEALTH MANAGEMENT ASSOCIATES, LP |
|
|
| By: |
|
Health Management General Partner, LLC |
| Its: |
|
General Partner |
|
|
|
| HMA HOSPITALS HOLDINGS, LP |
|
|
| By: |
|
Health Management General Partner, LLC |
| Its: |
|
General Partner |
|
|
|
| HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP |
|
|
| By: |
|
HMA Services GP, LLC |
| Its: |
|
General Partner |
|
|
|
| TENNESSEE HMA HOLDINGS, LP |
|
|
| By: |
|
Health Management General Partner I, LLC |
| Its: |
|
General Partner |
|
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxxx |
| Name: |
|
Xxxxxx X. Xxxxxxx |
| Title: |
|
Executive Vice President and Secretary |
Acting on behalf of each of the Subsidiary Guarantors set forth above.
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT
|
|
|
| Name of Institution:1 |
|
|
| by |
|
|
|
|
Name: |
|
|
Title: |
|
|
| by2 |
|
|
|
|
Name: |
|
|
Title: |
| 1 |
Signatures of the requisite number of other Lenders are on file with the Administrative Agent. |
| 2 |
For any institution requiring a second signature line. |
[SIGNATURE PAGE TO AMENDMENT NO. 1 AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT]
LENDER NEW COMMITMENT FOR EXISTING 2017 TERM E LENDERS
LENDER NEW COMMITMENT
, March , 2015
This Lender New Commitment (this “Lender
New Commitment”) is in respect of the Amendment No. 1 and Incremental Term Loan Assumption Agreement (the “Amendment”) to the Third Amended and Restated 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 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 and Credit Suisse AG, as administrative agent (in such capacity,
the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Credit Agreement, as applicable. As used herein, “Existing Term
Loans” shall mean, collectively, all outstanding 2017 Term E Loans under the Credit Agreement immediately prior to the effectiveness of the Amendment.
Check ONLY ONE of the two boxes below and execute and return a signature page for each sub-fund. To ensure efficient processing of the
repayment of your Existing Term Loans, please do not leave this form blank. Existing Term Loans should be set forth on a sub-account by sub-account basis, if applicable. Please do not aggregate amounts held by sub-accounts into a single master fund,
fund manager or affiliates line item.
CONSENT AND CASHLESS SETTLEMENT OPTION
¨ The undersigned Lender hereby consents to the Amendment and commits an amount equal to
100% of the outstanding principal amount of the Existing Term Loans held by such Lender (as set forth below) to the 2018 Term F Loans and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Existing Term Loans
held by such Lender (as set forth below) for 2018 Term F Loans in an equal principal amount, as set forth below. By choosing this option, the undersigned Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole
discretion, elect not to exchange any amount of such Lender’s Existing Term Loans for 2018 Term F Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Existing Term Loans for 2018 Term F Loans,
in which case the difference between the current principal amount of such Lender’s Existing Term Loans and the allocated principal amount of 2018 Term F Loans will be prepaid on the Effective Date and (ii) agrees to the terms of the
“Cashless Roll Letter” posted on or around the date hereof to each lender that is a Lender (as such term is defined in the Credit Agreement) on the date hereof, among the Borrower, Parent and Credit Suisse AG, as the Lender (as such term
is defined in the Credit Agreement) and the Administrative Agent, and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.
|
|
|
|
|
| Lender |
|
Amount of Existing Term Loans |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
| Total |
|
$ |
|
|
[Continued on next page]
LENDER NEW COMMITMENT FOR EXISTING 2017 TERM E LENDERS
ASSIGNMENT SETTLEMENT OPTION
¨ The undersigned Lender hereby consents to the Amendment and agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Term Loans held by such Lender
(as set forth below) prepaid on the Effective Date and to purchase by assignment 2018 Term F Loans under the Amendment in an equal principal amount. By choosing this option, the undersigned Lender hereby acknowledges and agrees that the
Administrative Agent may, in its sole discretion, elect not to allocate any 2018 Term F Loans to such Lender or to allocate to such Lender less than 100% of the principal amount of such Lender’s Existing Term Loans for 2018 Term F Loans.
|
|
|
|
|
| Lender |
|
Amount of Existing Term Loans |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
| Total |
|
$ |
|
|
[Remainder of page intentionally left blank]
LENDER SIGNATURE PAGE TO
LENDER NEW COMMITMENT FOR EXISTING 2017 TERM E LENDERS
IN WITNESS WHEREOF, the undersigned has caused this Lender New Commitment to be duly executed and delivered by its proper and duly authorized
officer(s).
|
|
|
| Name of Institution: |
|
|
| By: |
|
|
| Name: |
| Title: |
|
|
|
| If a second signature is necessary: |
|
|
| By: |
|
|
| Name: |
| Title: |
Name of Fund Manager (if
any):
[SIGNATURE PAGE TO LENDER NEW COMMITMENT]
EXHIBIT A
2018 Term F Loans
Summary of Terms
|
|
|
| Final Maturity and
Amortization: |
|
The 2018 Term F Loans will mature on December 31, 2018 (the “2018 Term F Loan Maturity Date”); provided that if on any date prior to December 31, 2018 (any such date, a “Term F Reference
Date”), an aggregate principal amount in excess of $250,000,000 of (x) 2017 Term E Loans, (y) 2018 Notes and (z) any Indebtedness (“Refinanced Indebtedness”) (other than, for the avoidance of doubt, the 2018 Term
F Loans) incurred to refinance or otherwise extend the maturity date of 2017 Term E Loans, 2018 Notes or Refinanced Indebtedness, is outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one (91) days
after the Term F Reference Date, the 2018 Term F Loan Maturity Date shall instead be the Term F Reference Date; provided further, that, in each case, if any such day is not a Business Day, the 2018 Term F Loan Maturity Date shall be the Business Day
immediately preceding such day. The 2018 Term F Loans may, from time to time, also be referred to as the “Incremental 2018 Term F Loans”. |
|
|
|
|
For purposes of Section 2.11(a)(vi) of the Credit Agreement, the Borrower shall pay to the Administrative Agent, for the account of the Incremental 2018 Term F Lenders, on the last Business Day of each March, June, September
and December, commencing with the last Business Day of June, 2015 (each such date being called an “2018 Term F Loan Repayment Date”), or if any such date is not a Business Day, on the next succeeding Business Day, a principal
amount of the 2018 Term F Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(g) and 2.24(d) of the Credit Agreement) equal to 0.25% of the aggregate principal amount of the 2018 Term F Loans outstanding on the Effective Date, with
the balance payable in full on the 2018 Term F Loan Maturity Date. |
|
|
|
|
All payments of principal made pursuant to this paragraph shall be accompanied by accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. |
|
|
| Prepayment Premium: |
|
If, prior to the date that is six months after the Effective Date, (i) all or any portion of the 2018 Term F Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans and the
Effective Yield of such secured term loan financing is less than the Effective Yield of the 2018 Term F Loans or (ii) a 2018 Term F Lender must assign its 2018 Term F Loans pursuant to Section 2.21 of the Credit Agreement as a result of its failure
to consent to an amendment that would reduce the Effective Yield then in effect with respect to such 2018 Term F Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower, in each
case equal to 1.0% of the principal amount thereof; provided that the foregoing shall not apply to any prepayment of the 2018 Term F Loans upon the occurrence of a Change in Control. |
|
|
|
|
|
| MFN: |
|
The 2018 Term F Loans shall be entitled to the “most-favored nation” pricing protections of Sections 2.24 and 2.27 of the Credit Agreement to the same extent as the 2017 Term E Loans were entitled prior to giving effect to
the incurrence of the 2018 Term F Loans. |
|
|
| Mandatory Prepayments: |
|
Notwithstanding the provisions of Section 2.13(g) of the Credit Agreement, the proceeds of any Pari Passu Debt shall not be required to be applied to prepay 2018 Term F Loans until the 2017 Term E Loans have been repaid in full and
until such time any such proceeds shall be allocated to the payment of Term Loans in accordance with Section 2.13(g) of the Credit Agreement as if no 2018 Term F Loans were outstanding. From and after the time that the 2017 Term E Loans are no
longer outstanding, the proceeds of any Pari Passu Debt shall be applied in accordance with Section 2.13(g) of the Credit Agreement without giving effect to the prior sentence of this paragraph. |
|
|
| Applicable Percentage: |
|
The Applicable Percentage will be, with respect to any Eurodollar 2018 Term F Loan, 3.25% per annum, and with respect to any ABR 2018 Term F Loan, 2.25% per annum. |
EXHIBIT B-1
Form of Bass, Xxxxx & Xxxx PLC Legal Opinion
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
(615) 742-6200
March 9, 2015
Credit Suisse AG, as
Administrative
Agent, Collateral Agent, and Issuing Bank
Credit Suisse Securities (USA) LLC, as
Sole Book
Runner and Sole Lead Arranger,
Each of the Lenders party to the Credit Agreement
described below
Ladies and Gentlemen:
We have acted as special counsel to (i) CHS/Community Health Systems, Inc., a Delaware corporation (“Borrower”),
(ii) Community Health Systems, Inc., a Delaware corporation (“Parent”), and (iii) each of the Subsidiaries listed on the Schedule of Guarantors attached hereto as Exhibit A (collectively, the
“Guarantors” and each a “Guarantor”), in connection with that certain Amendment No. 1 and Incremental Term Loan Assumption Agreement, dated as of even date herewith (the “Amendment and
Assumption”), among Parent, Borrower, the Guarantors, the Lenders listed on the signature pages thereto and Credit Suisse, AG, as Administrative Agent and Collateral Agent (the “Agent”). We have been requested by Borrower
to render this opinion pursuant to Section 5(c) of the Amendment and Assumption. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2014 (as amended by the Amendment and
Assumption, the “Credit Agreement”), among Parent, Borrower, the Agent, and the Lenders party thereto. Parent, Borrower and the Guarantors are collectively referred to herein as the “Opinion Entities” and each an
“Opinion Entity”. References herein to the “Delaware Opinion Entity” and “Delaware Opinion Entities” means individually and collectively, Parent and Borrower. Capitalized terms used but not
otherwise defined herein have the same meanings as in the Credit Agreement.
In connection with this opinion, we have examined
(i) the Credit Agreement and (ii) the Amendment and Assumption (sometimes herein referred to collectively as the “Transaction Documents”).
We have also reviewed the certificate of incorporation and bylaws of each Delaware Opinion Entity (collectively, the “Organizational
Documents”), and such corporate records of the Opinion Entities, such certificates of public officials and such other matters regarding the
Credit Suisse AG, as Administrative
Agent, Collateral Agent, and Issuing Bank
March 9, 2015
Page 2
Delaware Opinion Entities as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and
other representations of the Delaware Opinion Entities and the officers thereof set forth in the Transaction Documents and in certificates provided pursuant to or in connection with the Transaction Documents or otherwise provided to us, and upon
certificates of public officials, and we have made no independent inquiries or investigations. We have assumed that all of the documents we have reviewed are the valid and binding obligations of the parties thereto. For purposes of the opinions on
the existence and good standing of each Delaware Opinion Entity, we have relied solely upon certificates of good standing of recent date issued by the Secretary of State of Delaware.
In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:
SECTION 15. the due organization and existence of all parties to the Credit Agreement, except to the extent that we express an opinion in
Paragraph 1 below regarding the existence of the Delaware Opinion Entities,
SECTION 16. the legal capacity of all natural
persons,
SECTION 17. the due authorization of the Credit Agreement by all parties thereto, except to the extent that we express an opinion
in Paragraph 1 below regarding the authorization of the Amendment and Assumption by the Delaware Opinion Entities,
SECTION 18.
the due execution and delivery of the Credit Agreement by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the execution and delivery of the Amendment and Assumption by the Delaware
Opinion Entities,
SECTION 19. that all parties to the Credit Agreement have the legal right, power and authority to enter into the Credit
Agreement and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Delaware Opinion Entities,
SECTION 20. that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic
originals and all certified or other reproductions of documents submitted to us conform to the original documents,
SECTION 21. that each
Opinion Entity owns, beneficially and of record, the property and/or interests in property that it purports to transfer, or in which it purports to xxxxx x xxxx or security interest, pursuant to the Credit Agreement and the Guarantee and Collateral
Agreement,
SECTION 22. that all property descriptions used in the Credit Agreement and the Guarantee and Collateral Agreement accurately
and sufficiently describe the subject property,
Credit Suisse AG, as Administrative
Agent, Collateral Agent, and Issuing Bank
March 9, 2015
Page 3
SECTION 23. that the security interests of the Credit Agreement and the Guarantee and
Collateral Agreement have attached and remain in full force and effect under the law applicable thereto,
SECTION 24. that, notwithstanding
any broader descriptions of the Collateral (as defined in the Guarantee and Collateral Agreement) that may have been used in the Credit Agreement or the Guarantee and Collateral Agreement, none of the Collateral (as defined in the Guarantee and
Collateral Agreement) consists of as-extracted collateral or timber to be cut,
SECTION 25. no action has been taken to terminate or amend
any of the UCC financing statements on file as of January 27, 2014, listing an Opinion Party as the debtor and the Agent as the secured party, relating to the Collateral (as defined in the Guarantee and Collateral Agreement) of such debtor that
is the subject of the Guarantee and Collateral Agreement and that is indicated on such financing statement, filed in the in the jurisdictions listed on Schedule 3.19 of the Credit Agreement, other than amendments to continue the effectiveness
thereof, and
SECTION 26. that the indebtedness incurred and obligations undertaken pursuant to the Credit Agreement and the Guarantee and
Collateral Agreement have been incurred and undertaken for adequate consideration.
Based upon the foregoing and subject to the
assumptions, limitations and qualifications herein set forth, we are of the opinion that:
(a) Each Delaware Opinion Entity is an existing
Delaware corporation, in good standing under the laws of Delaware. Each Delaware Opinion Entity has all necessary corporate power and corporate authority to execute and deliver the Amendment and Assumption and to perform its obligations under the
Amendment and Assumption. The execution and delivery of the Amendment and Assumption and the performance of the provisions of the Amendment and Assumption have been duly authorized by all necessary corporate actions on the part of the Delaware
Opinion Entities.
(b) The Amendment and Assumption has been duly executed and delivered by each Delaware Opinion Entities.
(c) With respect to the Delaware Opinion Entities and, except in the case of clause (b) below, each of the other Opinion Entities, the
execution and delivery of the Amendment and Assumption, the performance of the provisions of the Amendment and Assumption and the consummation of the financing transaction that is the subject thereof do not (a) violate any statute or regulation
of the United States of America or the Delaware General Corporation Law that are applicable to the Delaware Opinion Entities or their assets and that, in our experience,
Credit Suisse AG, as Administrative
Agent, Collateral Agent, and Issuing Bank
March 9, 2015
Page 4
are normally applicable to transactions of the types contemplated by the Transaction Documents, (b) contravene any Delaware Opinion Entity’s Organizational Documents, or
(c) constitute a default under or breach of the terms of, or an event that, with the lapse of time or the giving of notice, or both, would constitute a default under or breach of, or result in the creation or imposition of any Lien (other than
Liens evidenced by the Loan Documents in favor of the Agent) on the assets of any Opinion Entity pursuant to the terms of, any agreement identified on Exhibit B hereto to which an Opinion Entity is a party or by which it or its properties is
bound.
(d) No authorization, consent or approval by any United States federal governmental authority or any governmental authority in
Delaware under the Delaware General Corporation Law is required for the execution and delivery of the Transaction Documents by the Opinion Entities.
(e) The execution and delivery of the Amendment and Assumption will not, in and of itself, result in the loss of perfection (if any) of any
security interest perfected under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (the “Delaware UCC”) to the extent that such security interest was and remained perfected under the Guarantee and
Collateral Agreement under Article 9 of the Delaware UCC immediately prior to such execution and delivery. For the avoidance of doubt, we express no opinion regarding (i) the creation, priority or enforcement of any such security interest,
(ii) the effect on such priority of the execution and delivery of the Amendment and Assumption or (iii) the perfection of any such security interest.
The opinions expressed herein are limited to the federal laws of the United States of America, the Delaware General Corporation Law and
Article 9 of the Delaware UCC. Our opinions regarding corporate power, existence, authorization, execution and delivery of documents and other matters of corporate law, and the Delaware UCC, are based solely upon our review of the latest
unofficial compilations of the Delaware General Corporation Law and Article 9 of the Delaware UCC that were available to us, and we have not examined any other Delaware statutes or any court decisions from Delaware.
The opinions expressed herein are qualified as follows:
(A) We express no opinion as to the title to any property or the priority of any lien on or any security or other interest in
any property.
(B) We express no opinion with respect to any matters that would require us to perform a mathematical
calculation or make a determination as to financial or accounting matters (including but not limited to compliance or noncompliance with financial covenants or ratios).
Credit Suisse AG, as Administrative
Agent, Collateral Agent, and Issuing Bank
March 9, 2015
Page 5
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of
changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
As used herein,
“knowledge”, “known to us”, “to our knowledge” and any similar expression refer solely to the current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this
letter, of those attorneys in this firm who have rendered legal services in connection with such representation (excluding any lawyers whose involvement has been limited to reviewing this opinion as part of our firm’s opinion review procedure).
The opinions rendered herein are solely for the benefit of the Agent, the Lenders and their respective successors and assigns in
connection with the transactions that are the subject of the Transaction Documents, and this opinion letter may not be delivered to or relied upon by any other person nor quoted or reproduced in any report or other document without our prior written
consent in each case; provided, however, that a copy of this opinion letter may be furnished to your regulators, accountants, attorneys and other professional advisors for the purpose of confirming its existence, and this opinion letter may
be disclosed in connection with any legal or regulatory proceeding relating to the subject matter hereof; and provided further that (i) reliance by any assignee must be actual and reasonable under the circumstances existing at the time
of assignment, and (ii) each such assignee shall be deemed to have the knowledge of the addressees as of the date hereof with respect to matters related to the opinions rendered herein.
Very truly yours,
Exhibit A
Subsidiary Guarantors
| 3. |
Affinity Health Systems, LLC |
| 4. |
Affinity Hospital, LLC |
| 5. |
Xxxx Hospital Corporation |
| 6. |
Berwick Hospital Company, LLC |
| 7. |
Big Bend Hospital Corporation |
| 8. |
Big Spring Hospital Corporation |
| 9. |
Birmingham Holdings, LLC |
| 10. |
Birmingham Holdings II, LLC |
| 11. |
Blue Island Hospital Company, LLC |
| 12. |
Blue Island Illinois Holdings, LLC |
| 13. |
Bluefield Holdings, LLC |
| 14. |
Bluefield Hospital Company, LLC |
| 15. |
Bluffton Health System LLC |
| 16. |
Brownwood Hospital, L.P. |
| 17. |
Brownwood Medical Center, LLC |
| 18. |
Bullhead City Hospital Corporation |
| 19. |
Bullhead City Hospital Investment Corporation |
| 20. |
Carlsbad Medical Center, LLC |
| 21. |
Centre Hospital Corporation |
| 23. |
CHS Kentucky Holdings, LLC |
| 24. |
CHS Pennsylvania Holdings, LLC |
| 25. |
CHS Virginia Holdings, LLC |
| 26. |
CHS Washington Holdings, LLC |
| 27. |
Clarksville Holdings, LLC |
| 28. |
Clarksville Holdings II, LLC |
| 29. |
Cleveland Hospital Corporation |
| 30. |
Cleveland Tennessee Hospital Company, LLC |
| 31. |
Clinton Hospital Corporation |
| 32. |
Coatesville Hospital Corporation |
| 33. |
College Station Hospital, L.P. |
| 34. |
College Station Medical Center, LLC |
| 35. |
College Station Merger, LLC |
| 37. |
Community Health Investment Company, LLC |
| 41. |
Crestwood Hospital, LLC |
| 42. |
Crestwood Hospital LP, LLC |
| 45. |
Deaconess Holdings, LLC |
| 46. |
Deaconess Hospital Holdings, LLC |
| 47. |
Xxxxxx Hospital Corporation |
| 48. |
Desert Hospital Holdings, LLC |
| 52. |
Xxxxx Health System, LLC |
| 53. |
Dyersburg Hospital Corporation |
| 54. |
Emporia Hospital Corporation |
| 55. |
Evanston Hospital Corporation |
| 56. |
Fallbrook Hospital Corporation |
| 57. |
Xxxxx Hospital Corporation |
| 58. |
Forrest City Arkansas Hospital Company, LLC |
| 59. |
Xxxxxxx City Hospital Corporation |
| 60. |
Fort Xxxxx Hospital Corporation |
| 61. |
Frankfort Health Partner, Inc. |
| 62. |
Franklin Hospital Corporation |
| 63. |
Gadsden Regional Medical Center, LLC |
| 64. |
Galesburg Hospital Corporation |
| 65. |
Granbury Hospital Corporation |
| 66. |
Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx |
| 00. |
Xxxxxxx Xxxx Xxxxxxxx Hospital Company, LLC |
| 68. |
Greenville Hospital Corporation |
| 70. |
Hallmark Healthcare Company, LLC |
| 72. |
Hospital of Barstow, Inc. |
| 73. |
Hospital of Xxxxxx, Inc. |
| 74. |
Hospital of Louisa, Inc. |
| 75. |
Hospital of Morristown, Inc. |
| 76. |
Xxxxxxx Hospital Corporation (KY) |
| 77. |
Xxxxxxx Hospital Corporation (TN) |
| 78. |
Jourdanton Hospital Corporation |
| 79. |
Xxx County Hospital Corporation |
| 80. |
Xxx County Oklahoma Hospital Company, LLC |
| 81. |
Kirksville Hospital Company, LLC |
| 82. |
Lakeway Hospital Corporation |
| 83. |
Lancaster Hospital Corporation |
| 84. |
Las Cruces Medical Center, LLC |
| 85. |
Lea Regional Hospital, LLC |
| 86. |
Lexington Hospital Corporation |
| 87. |
Longview Clinic Operations Company, LLC |
| 88. |
Longview Medical Center, L.P. |
| 91. |
Lutheran Health Network of Indiana, LLC |
| 92. |
Xxxxxx Hospital Corporation |
| 93. |
Xxxxxx Hospital Corporation |
| 94. |
Massillon Community Health System LLC |
| 95. |
Massillon Health System LLC |
| 96. |
Massillon Holdings, LLC |
| 97. |
XxXxxxxx Tennessee Hospital Company, LLC |
| 98. |
McNairy Hospital Corporation |
| 100. |
Medical Center of Brownwood, LLC |
| 101. |
Merger Legacy Holdings, LLC |
| 103. |
Xxxxxxx Hospital Company, LLC |
| 105. |
Natchez Hospital Company, LLC |
| 106. |
National Healthcare of Leesville, Inc. |
| 107. |
National Healthcare of Mt. Xxxxxx, Inc. |
| 108. |
Xxxxxxx Hospital, L.P. |
| 109. |
Xxxxxxx Regional, LLC |
| 111. |
Northampton Hospital Company, LLC |
| 112. |
Northwest Arkansas Hospitals, LLC |
| 113. |
Northwest Hospital, LLC |
| 116. |
Oak Hill Hospital Corporation |
| 117. |
Oro Valley Hospital, LLC |
| 118. |
Xxxxxx-Wasilla Health System, LLC |
| 119. |
Payson Hospital Corporation |
| 120. |
Pennsylvania Hospital Company, LLC |
| 121. |
Xxxxxxxx Hospital Corporation |
| 122. |
Phoenixville Hospital Company, LLC |
| 123. |
Pottstown Hospital Company, LLC |
| 124. |
QHG Georgia Holdings, Inc. |
| 125. |
QHG Georgia Holdings II, LLC |
| 127. |
QHG of Bluffton Company, LLC |
| 128. |
QHG of Clinton County, Inc. |
| 129. |
QHG of Enterprise, Inc. |
| 130. |
QHG of Xxxxxxx County, Inc. |
| 131. |
QHG of Fort Xxxxx Company, LLC |
| 132. |
QHG of Hattiesburg, Inc. |
| 133. |
QHG of Massillon, Inc. |
| 134. |
QHG of South Carolina, Inc. |
| 135. |
QHG of Spartanburg, Inc. |
| 136. |
QHG of Springdale, Inc. |
| 137. |
Quorum Health Resources, LLC |
| 138. |
Red Bud Hospital Corporation |
| 139. |
Red Bud Illinois Hospital Company, LLC |
| 140. |
Regional Hospital of Longview, LLC |
| 141. |
River Region Medical Corporation |
| 142. |
Roswell Hospital Corporation |
| 143. |
Ruston Hospital Corporation |
| 144. |
Ruston Louisiana Hospital Company, LLC |
| 146. |
Salem Hospital Corporation |
| 147. |
San Xxxxxx Community Medical Center, LLC |
| 148. |
San Xxxxxx Medical, LLC |
| 149. |
San Xxxxxx Hospital Corporation |
| 150. |
Scranton Holdings, LLC |
| 151. |
Scranton Hospital Company, LLC |
| 152. |
Scranton Quincy Holdings, LLC |
| 153. |
Scranton Quincy Hospital Company, LLC |
| 154. |
Sharon Pennsylvania Holdings, LLC |
| 155. |
Sharon Pennsylvania Hospital Company, LLC |
| 156. |
Shelbyville Hospital Corporation |
| 157. |
Siloam Springs Arkansas Hospital Company, LLC |
| 158. |
Siloam Springs Holdings, LLC |
| 159. |
Southern Texas Medical Center, LLC |
| 160. |
Spokane Valley Washington Hospital Company, LLC |
| 161. |
Spokane Washington Hospital Company, LLC |
| 162. |
Tennyson Holdings, LLC |
| 163. |
Tooele Hospital Corporation |
| 164. |
Tomball Texas Holdings, LLC |
| 165. |
Tomball Texas Hospital Company, LLC |
| 166. |
Triad Healthcare Corporation |
| 167. |
Triad Holdings III, LLC |
| 168. |
Triad Holdings IV, LLC |
| 169. |
Triad Holdings V, LLC |
| 170. |
Triad Nevada Holdings, LLC |
| 171. |
Triad of Alabama, LLC |
| 172. |
Triad of Oregon, LLC |
| 174. |
Triad-El Dorado, Inc. |
| 175. |
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
| 176. |
Tunkhannock Hospital Company, LLC |
| 178. |
Vicksburg Healthcare, LLC |
| 179. |
Victoria Hospital, LLC |
| 180. |
Victoria of Texas, L.P. |
| 181. |
Virginia Hospital Company, LLC |
| 182. |
Warren Ohio Hospital Company, LLC |
| 183. |
Warren Ohio Rehab Hospital Company, LLC |
| 184. |
Watsonville Hospital Corporation |
| 185. |
Waukegan Hospital Corporation |
| 186. |
Waukegan Illinois Hospital Company, LLC |
| 187. |
Xxxxxxxxxxx Hospital Corporation |
| 188. |
Weatherford Texas Hospital Company, LLC |
| 189. |
Xxxx Hospital Corporation |
| 190. |
Xxxx Hospital Holdings, LLC |
| 191. |
Xxxxxx Health System LLC |
| 192. |
West Grove Hospital Company, LLC |
| 194. |
Xxxxxx-Xxxxx Behavioral Hospital Company, LLC |
| 195. |
Xxxxxx-Xxxxx Holdings, LLC |
| 196. |
Xxxxxx-Xxxxx Hospital Company, LLC |
| 197. |
Williamston Hospital Corporation |
| 198. |
Women & Children’s Hospital, LLC |
| 199. |
Woodland Heights Medical Center, LLC |
| 200. |
Xxxxxxxx Health System, LLC |
| 201. |
York Pennsylvania Holdings, LLC |
| 202. |
York Pennsylvania Hospital Company, LLC |
| 203. |
Youngstown Ohio Hospital Company, LLC |
| 209. |
Brevard HMA Holdings, LLC |
| 210. |
Brevard HMA Hospitals, LLC |
| 211. |
Xxxxxxxx County HMA, LLC |
| 213. |
Carolinas JV Holdings General, LLC |
| 214. |
Carolinas JV Holdings, L.P. |
| 215. |
Central Florida HMA Holdings, LLC |
| 216. |
Central States HMA Holdings, LLC |
| 220. |
Xxxxx County HMA, LLC |
| 221. |
Florida HMA Holdings, LLC |
| 224. |
Health Management Associates, Inc. |
| 225. |
Health Management Associates, LP |
| 226. |
Health Management General Partner, LLC |
| 227. |
Health Management General Partner I, LLC |
| 228. |
HMA Xxxxxxxx County General Hospital, LLC |
| 229. |
HMA Hospitals Holdings, LP |
| 230. |
HMA Santa Xxxx Medical Center, LLC |
| 231. |
HMA Services GP, LLC |
| 232. |
Hospital Management Associates, LLC |
| 233. |
Hospital Management Services of Florida, LP |
| 235. |
Jefferson County HMA, LLC |
| 238. |
Knoxville HMA Holdings, LLC |
| 242. |
Mesquite HMA General, LLC |
| 243. |
Metro Knoxville HMA, LLC |
| 244. |
Mississippi HMA Holdings I, LLC |
| 245. |
Mississippi HMA Holdings II, LLC |
| 248. |
Poplar Bluff Regional Medical Center, LLC |
| 249. |
Port Charlotte HMA, LLC |
| 250. |
Punta Gorda HMA, LLC |
| 251. |
River Oaks Hospital, LLC |
| 254. |
Sebastian Hospital, LLC |
| 255. |
Sebring Hospital Management Associates, LLC |
| 256. |
Southeast HMA Holdings, LLC |
| 257. |
Southwest Florida HMA Holdings, LLC |
| 258. |
Statesville HMA, LLC |
| 259. |
Tennessee HMA Holdings, LP |
| 260. |
Van Buren H.M.A., LLC |
Exhibit B
Specified Agreements
| 1. |
Indenture dated as of November 22, 2011, among Borrower, the Guarantors and Regions Bank (successor to U.S. Bank National Association), as Trustee, relating to the issuance by Borrower of its 8% Senior Notes due
2019 |
| 2. |
Indenture dated as of July 18, 2012, among Borrower, the Guarantors and Regions Bank, as Trustee, relating to the issuance by Borrower of its 7.125% Senior Notes due 2020 |
| 3. |
Indenture dated as of August 17, 2012, among Borrower, the Guarantors and Regions Bank, as Trustee, relating to the issuance by Borrower of its 5.125% Senior Secured Notes due 2018 |
| 4. |
Indenture dated as of January 27, 2014, among Borrower (as successor by merger to FWCT-2 Escrow Corporation), the Guarantors and Regions Bank, as Trustee, relating to the issuance by Borrower of its 6.875% Senior
Notes due 2022 |
| 5. |
Indenture dated as of January 27, 2014, among Borrower (as successor by merger to FWCT-2 Escrow Corporation), the Guarantors and Regions Bank, as Trustee, relating to the issuance by Borrower of its 5.125% Senior
Secured Notes due 2021 |
EXHIBIT B-2
Form of Opinion of General Counsel of Parent
PRIVILEGED AND CONFIDENTIAL
March 9, 2015
The Lenders and the Agent
Referred to Below
c/o Credit Suisse AG
as Administrative
Agent, Collateral Agent and
Issuing Bank
Eleven Xxxxxxx
Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies
and Gentlemen:
I am Executive Vice President, Secretary and General Counsel of CHS/Community Health Systems, Inc., a Delaware corporation
(the “Borrower”), and have acted as Counsel for the Borrower, Community Health Systems, Inc. (“Parent”) and each of the Subsidiaries listed on the Schedule of Guarantors attached hereto as Schedule A (each a
“Guarantor” and, collectively, the “Guarantors”, and together with the Borrower and Parent, the “Credit Parties”) in connection with the Amendment No. 1 and Incremental Term Loan Assumption
Agreement, dated as of even date herewith (the “Amendment and Assumption Agreement”), among Parent, the Borrower, the Guarantors, and Credit Suisse AG, as Administrative Agent and Collateral Agent (the “Agent”), and
the Lenders listed on the signature pages thereto. Reference is made to that certain 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 so
amended and restated, the “Credit Agreement”), among Parent, the Borrower, Agent, and the Lenders party thereto.
This
opinion is delivered to you pursuant to subsection Section5(c) of the Amendment and Assumption Agreement. All capitalized terms used herein that are defined in, or by reference in, the Credit Agreement have the meanings assigned to such terms
therein, or by reference therein, unless otherwise defined herein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on my part except to the extent otherwise
expressly stated, and I express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In
connection with this opinion, I have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents, and records of the Credit Parties, such
certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Credit Parties, as I have deemed necessary or appropriate for the purposes of this opinion. For purposes of
the opinions on the existence and good standing of each Credit Party, I have
relied solely upon certificates of existence of recent date issued by the Secretary of State of the applicable state of incorporation or formation. I have examined, among other documents, the
following (in each case dated as of the date of the Amendment and Assumption Agreement):
| |
(a) |
an executed copy of the Amendment and Assumption Agreement; and |
| |
(b) |
a copy of the Credit Agreement. |
The documents referred to in items (a) and
(b) above, inclusive, are referred to herein as the “Transaction Documents”.
In all such examinations, I have
assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified, conformed or reproduction copies of documents of all parties (other than with respect to the Credit Parties to the
extent signed in my presence), the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to me as conformed or reproduction copies. As to various questions of fact relevant to
the opinions expressed herein, I have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and others, and assume compliance on the part of all parties to the
Transaction Documents with their covenants and agreements contained therein.
With respect to the opinions expressed in clauses
(ii) and (iv) of paragraph (b) below, my opinions are limited (x) to my actual knowledge of the respective business activities and properties of the Credit Parties in respect of such matters and without any independent
investigation or verification on my part and (y) to my review of only those laws and regulations that, in my experience, are normally applicable to transactions of the type contemplated by the Transaction Documents.
To the extent it may be relevant to the opinions expressed herein, I have assumed that the parties to the Transaction Documents, other than
Parent, the Borrower and the Guarantors, have the corporate power to enter into and perform such documents and that (except as set forth in paragraph (b) below) such documents have been duly authorized, executed and delivered by, and constitute
legal, valid and binding obligations of, such parties.
Based upon the foregoing, and subject to the limitations, qualifications and
assumptions set forth therein, I am of the opinion that:
(a) Each Guarantor is a corporation, limited liability company, or limited
partnership validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all power and authority necessary to execute, deliver and perform its obligations under the Transaction Documents.
(b) The execution and delivery by each Credit Party of the Amendment and Assumption Agreement and the performance by each Credit Party of its
respective obligations under each of the Transaction Documents and the borrowings by the Borrower and the grant by
each Credit Party of the security interests pursuant to the Transaction Documents to which it is a party (i) have been authorized, in the case of each Guarantor, by all necessary action by
such Guarantor, (ii) do not require under present law any filing or registration by any Credit Party with, or approval or consent to any Credit Party of, any governmental agency or authority of the State of Tennessee that has not been made or
obtained, except those required in the ordinary course of business in connection with the future performance, if any, by each Credit Party of its respective obligations under certain covenants contained in the Transaction Documents to which it is a
party or pursuant to securities or other laws that may be applicable to the disposition of any collateral subject thereto, (iii) do not contravene any provision of the certificate of incorporation or bylaws or similar organizational document of
any Guarantor, (iv) do not violate any present law, or present regulation of any governmental agency or authority, of the State of Tennessee known by me to be applicable to any Credit Party or their respective properties, (v) breach or
cause a default under any agreement or violate any court decree or order binding upon such Credit Party or its property (this opinion being limited (x) to those agreements, decrees or orders that have been filed as exhibits (or are incorporated
by reference as exhibits) to the Form 10-K of Parent for the year ended December 31, 2014 and (y) in that I express, no opinion with respect to any breach, default or violation not readily ascertainable from the face of any such agreement,
decree or order, or arising under or based upon any cross default provision insofar as it relates to a default under an agreement not so identified to me, or arising under or based upon any covenant of a financial or numerical nature or requiring
computation), and (vi) will not result in or require the creation or imposition of any Lien upon any properties of a Credit Party pursuant to the provisions of any agreement (this opinion being limited to those agreements that have been filed
as exhibits (or are incorporated by reference as exhibits) to the Form 10-K of Parent for the year ended December 31, 2014).
(c) The
Amendment and Assumption Agreement has been duly executed and delivered on behalf of each Guarantor that is a party thereto.
To my actual
knowledge, I am not aware of any pending legal proceeding before, or pending investigation by, any court or administrative agency or authority, or any arbitration tribunal, against or directly affecting the Credit Parties, or any of their respective
properties, which seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief in connection with or which would adversely affect the legality, validity or enforceability of, any of the Transaction Documents
or the transactions contemplated thereby.
I have issued certain limited opinions above as to the corporate, limited liability company, or
limited partnership organization, existence, good standing and authority of the Guarantors under the law of their respective states of organization. I do not purport to be an expert in matters of law of jurisdictions other than the State of
Tennessee and the federal law of the United States of America, and have issued my opinions based solely upon my review of the corporate record of each Guarantor.
The opinions set forth above are subject to the following qualifications and limitations:
| |
(a) |
I express no opinion regarding the application of federal or state securities laws to the transactions contemplated in the Transaction Documents; |
| |
(b) |
I express no opinion regarding (i) the effect of fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors and (ii) restrictions relating to capital
adequacy that may be applicable to any Guarantor to the extent any Transaction Document may be deemed a dividend or distribution; and |
| |
(c) |
To the extent that section 8.31 of the Revised Model Business Corporation Act (as adopted in any state in which a Credit Party is incorporated) or other corporation law analogous thereto may apply, I have assumed the
transactions described in the Transaction Documents are fair to the Credit Parties. |
I am qualified to practice law in the
State of Tennessee, and I am no expert in and express no opinions as to the laws of other jurisdictions other than to the federal laws of the United States of America and the laws of the State of Tennessee, as currently in effect. I assume no
obligation to supplement this opinion if any applicable laws change after the date hereof or if I become aware of any facts that might change the opinions expressed herein after the date hereof.
The opinions expressed herein are solely for the benefit of the Lenders and the Agent and may not be relied on in any manner or for any
purpose by any other person or entity.
|
|
|
|
|
Very truly yours, |
|
|
|
|
|
|
|
Xxxxxx X. Xxxxxxx Executive Vice President,
Secretary and General Counsel |
[Remainder of page intentionally left blank.]
Schedule A
Schedule of Guarantors
| 3. |
Affinity Health Systems, LLC |
| 4. |
Affinity Hospital, LLC |
| 5. |
Xxxx Hospital Corporation |
| 6. |
Berwick Hospital Company, LLC |
| 7. |
Big Bend Hospital Corporation |
| 8. |
Big Spring Hospital Corporation |
| 9. |
Birmingham Holdings, LLC |
| 10. |
Birmingham Holdings II, LLC |
| 11. |
Blue Island Hospital Company, LLC |
| 12. |
Blue Island Illinois Holdings, LLC |
| 13. |
Bluefield Holdings, LLC |
| 14. |
Bluefield Hospital Company, LLC |
| 15. |
Bluffton Health System LLC |
| 16. |
Brownwood Hospital, L.P. |
| 17. |
Brownwood Medical Center, LLC |
| 18. |
Bullhead City Hospital Corporation |
| 19. |
Bullhead City Hospital Investment Corporation |
| 20. |
Carlsbad Medical Center, LLC |
| 21. |
Centre Hospital Corporation |
| 23. |
CHS Kentucky Holdings, LLC |
| 24. |
CHS Pennsylvania Holdings, LLC |
| 25. |
CHS Virginia Holdings, LLC |
| 26. |
CHS Washington Holdings, LLC |
| 27. |
Clarksville Holdings, LLC |
| 28. |
Clarksville Holdings II, LLC |
| 29. |
Cleveland Hospital Corporation |
| 30. |
Cleveland Tennessee Hospital Company, LLC |
| 31. |
Clinton Hospital Corporation |
| 32. |
Coatesville Hospital Corporation |
| 33. |
College Station Hospital, L.P. |
| 34. |
College Station Medical Center, LLC |
| 35. |
College Station Merger, LLC |
| 37. |
Community Health Investment Company, LLC |
| 41. |
Crestwood Hospital, LLC |
| 42. |
Crestwood Hospital LP, LLC |
| 45. |
Deaconess Holdings, LLC |
| 46. |
Deaconess Hospital Holdings, LLC |
| 47. |
Xxxxxx Hospital Corporation |
| 48. |
Desert Hospital Holdings, LLC |
| 52. |
Xxxxx Health System, LLC |
| 53. |
Dyersburg Hospital Corporation |
| 54. |
Emporia Hospital Corporation |
| 55. |
Evanston Hospital Corporation |
| 56. |
Fallbrook Hospital Corporation |
| 57. |
Xxxxx Hospital Corporation |
| 58. |
Forrest City Arkansas Hospital Company, LLC |
| 59. |
Xxxxxxx City Hospital Corporation |
| 60. |
Fort Xxxxx Hospital Corporation |
| 61. |
Frankfort Health Partner, Inc. |
| 62. |
Franklin Hospital Corporation |
| 63. |
Gadsden Regional Medical Center, LLC |
| 64. |
Galesburg Hospital Corporation |
| 65. |
Granbury Hospital Corporation |
| 66. |
Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx |
| 00. |
Xxxxxxx Xxxx Xxxxxxxx Hospital Company, LLC |
| 68. |
Greenville Hospital Corporation |
| 70. |
Hallmark Healthcare Company, LLC |
| 72. |
Hospital of Barstow, Inc. |
| 73. |
Hospital of Xxxxxx, Inc. |
| 74. |
Hospital of Louisa, Inc. |
| 75. |
Hospital of Morristown, Inc. |
| 76. |
Xxxxxxx Hospital Corporation (KY) |
| 77. |
Xxxxxxx Hospital Corporation (TN) |
| 78. |
Jourdanton Hospital Corporation |
| 79. |
Xxx County Hospital Corporation |
| 80. |
Xxx County Oklahoma Hospital Company, LLC |
| 81. |
Kirksville Hospital Company, LLC |
| 82. |
Lakeway Hospital Corporation |
| 83. |
Lancaster Hospital Corporation |
| 84. |
Las Cruces Medical Center, LLC |
| 85. |
Lea Regional Hospital, LLC |
| 86. |
Lexington Hospital Corporation |
| 87. |
Longview Clinic Operations Company, LLC |
| 88. |
Longview Medical Center, L.P. |
| 91. |
Lutheran Health Network of Indiana, LLC |
| 92. |
Xxxxxx Hospital Corporation |
| 93. |
Xxxxxx Hospital Corporation |
| 94. |
Massillon Community Health System LLC |
| 95. |
Massillon Health System LLC |
| 96. |
Massillon Holdings, LLC |
| 97. |
XxXxxxxx Tennessee Hospital Company, LLC |
| 98. |
McNairy Hospital Corporation |
| 100. |
Medical Center of Brownwood, LLC |
| 101. |
Merger Legacy Holdings, LLC |
| 103. |
Xxxxxxx Hospital Company, LLC |
| 105. |
Natchez Hospital Company, LLC |
| 106. |
National Healthcare of Leesville, Inc. |
| 107. |
National Healthcare of Mt. Xxxxxx, Inc. |
| 108. |
Xxxxxxx Hospital, L.P. |
| 109. |
Xxxxxxx Regional, LLC |
| 111. |
Northampton Hospital Company, LLC |
| 112. |
Northwest Arkansas Hospitals, LLC |
| 113. |
Northwest Hospital, LLC |
| 116. |
Oak Hill Hospital Corporation |
| 117. |
Oro Valley Hospital, LLC |
| 118. |
Xxxxxx-Wasilla Health System, LLC |
| 119. |
Payson Hospital Corporation |
| 120. |
Pennsylvania Hospital Company, LLC |
| 121. |
Xxxxxxxx Hospital Corporation |
| 122. |
Phoenixville Hospital Company, LLC |
| 123. |
Pottstown Hospital Company, LLC |
| 124. |
QHG Georgia Holdings, Inc. |
| 125. |
QHG Georgia Holdings II, LLC |
| 127. |
QHG of Bluffton Company, LLC |
| 128. |
QHG of Clinton County, Inc. |
| 129. |
QHG of Enterprise, Inc. |
| 130. |
QHG of Xxxxxxx County, Inc. |
| 131. |
QHG of Fort Xxxxx Company, LLC |
| 132. |
QHG of Hattiesburg, Inc. |
| 133. |
QHG of Massillon, Inc. |
| 134. |
QHG of South Carolina, Inc. |
| 135. |
QHG of Spartanburg, Inc. |
| 136. |
QHG of Springdale, Inc. |
| 137. |
Quorum Health Resources, LLC |
| 138. |
Red Bud Hospital Corporation |
| 139. |
Red Bud Illinois Hospital Company, LLC |
| 140. |
Regional Hospital of Longview, LLC |
| 141. |
River Region Medical Corporation |
| 142. |
Roswell Hospital Corporation |
| 143. |
Ruston Hospital Corporation |
| 144. |
Ruston Louisiana Hospital Company, LLC |
| 146. |
Salem Hospital Corporation |
| 147. |
San Xxxxxx Community Medical Center, LLC |
| 148. |
San Xxxxxx Medical, LLC |
| 149. |
San Xxxxxx Hospital Corporation |
| 150. |
Scranton Holdings, LLC |
| 151. |
Scranton Hospital Company, LLC |
| 152. |
Scranton Quincy Holdings, LLC |
| 153. |
Scranton Quincy Hospital Company, LLC |
| 154. |
Sharon Pennsylvania Holdings, LLC |
| 155. |
Sharon Pennsylvania Hospital Company, LLC |
| 156. |
Shelbyville Hospital Corporation |
| 157. |
Siloam Springs Arkansas Hospital Company, LLC |
| 158. |
Siloam Springs Holdings, LLC |
| 159. |
Southern Texas Medical Center, LLC |
| 160. |
Spokane Valley Washington Hospital Company, LLC |
| 161. |
Spokane Washington Hospital Company, LLC |
| 162. |
Tennyson Holdings, LLC |
| 163. |
Tooele Hospital Corporation |
| 164. |
Tomball Texas Holdings, LLC |
| 165. |
Tomball Texas Hospital Company, LLC |
| 166. |
Triad Healthcare Corporation |
| 167. |
Triad Holdings III, LLC |
| 168. |
Triad Holdings IV, LLC |
| 169. |
Triad Holdings V, LLC |
| 170. |
Triad Nevada Holdings, LLC |
| 171. |
Triad of Alabama, LLC |
| 172. |
Triad of Oregon, LLC |
| 174. |
Triad-El Dorado, Inc. |
| 175. |
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
| 176. |
Tunkhannock Hospital Company, LLC |
| 178. |
Vicksburg Healthcare, LLC |
| 179. |
Victoria Hospital, LLC |
| 180. |
Victoria of Texas, L.P. |
| 181. |
Virginia Hospital Company, LLC |
| 182. |
Warren Ohio Hospital Company, LLC |
| 183. |
Warren Ohio Rehab Hospital Company, LLC |
| 184. |
Watsonville Hospital Corporation |
| 185. |
Waukegan Hospital Corporation |
| 186. |
Waukegan Illinois Hospital Company, LLC |
| 187. |
Xxxxxxxxxxx Hospital Corporation |
| 188. |
Weatherford Texas Hospital Company, LLC |
| 189. |
Xxxx Hospital Corporation |
| 190. |
Xxxx Hospital Holdings, LLC |
| 191. |
Xxxxxx Health System LLC |
| 192. |
West Grove Hospital Company, LLC |
| 194. |
Xxxxxx-Xxxxx Behavioral Hospital Company, LLC |
| 195. |
Xxxxxx-Xxxxx Holdings, LLC |
| 196. |
Xxxxxx-Xxxxx Hospital Company, LLC |
| 197. |
Williamston Hospital Corporation |
| 198. |
Women & Children’s Hospital, LLC |
| 199. |
Woodland Heights Medical Center, LLC |
| 200. |
Xxxxxxxx Health System, LLC |
| 201. |
York Pennsylvania Holdings, LLC |
| 202. |
York Pennsylvania Hospital Company, LLC |
| 203. |
Youngstown Ohio Hospital Company, LLC |
| 209. |
Brevard HMA Holdings, LLC |
| 210. |
Brevard HMA Hospitals, LLC |
| 211. |
Xxxxxxxx County HMA, LLC |
| 213. |
Carolinas JV Holdings General, LLC |
| 214. |
Carolinas JV Holdings, L.P. |
| 215. |
Central Florida HMA Holdings, LLC |
| 216. |
Central States HMA Holdings, LLC |
| 220. |
Xxxxx County HMA, LLC |
| 221. |
Florida HMA Holdings, LLC |
| 224. |
Health Management Associates, Inc. |
| 225. |
Health Management Associates, LP |
| 226. |
Health Management General Partner, LLC |
| 227. |
Health Management General Partner I, LLC |
| 228. |
HMA Xxxxxxxx County General Hospital, LLC |
| 229. |
HMA Hospitals Holdings, LP |
| 230. |
HMA Santa Xxxx Medical Center, LLC |
| 231. |
HMA Services GP, LLC |
| 232. |
Hospital Management Associates, LLC |
| 233. |
Hospital Management Services of Florida, LP |
| 235. |
Jefferson County HMA, LLC |
| 238. |
Knoxville HMA Holdings, LLC |
| 242. |
Mesquite HMA General, LLC |
| 243. |
Metro Knoxville HMA, LLC |
| 244. |
Mississippi HMA Holdings I, LLC |
| 245. |
Mississippi HMA Holdings II, LLC |
| 248. |
Poplar Bluff Regional Medical Center, LLC |
| 249. |
Port Charlotte HMA, LLC |
| 250. |
Punta Gorda HMA, LLC |
| 251. |
River Oaks Hospital, LLC |
| 254. |
Sebastian Hospital, LLC |
| 255. |
Sebring Hospital Management Associates, LLC |
| 256. |
Southeast HMA Holdings, LLC |
| 257. |
Southwest Florida HMA Holdings, LLC |
| 258. |
Statesville HMA, LLC |
| 259. |
Tennessee HMA Holdings, LP |
| 260. |
Van Buren H.M.A., LLC |
SCHEDULE I
Incremental 2018 Term F Lender Commitments
|
|
|
|
|
| Incremental 2018 Term F Lender |
|
Incremental 2018
Term F Loan
Commitment |
|
| Credit Suisse AG, Cayman Islands Branch |
|
$ |
608,118,929.22 |
|
| Existing 2017 Term E Lenders3 |
|
$ |
1,091,881,070.78 |
|
| TOTAL |
|
$ |
1,700,000,000.00 |
|
| 3 |
Existing 2017 Term E Lender signature pages are on file with the Administrative Agent. |
