UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 1, 2014 (March 31, 2014)

Date of Report (date of earliest event reported)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of Registrant as specified in charter)

 

 

 

Delaware		001-15925		13-3893191
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On March 31, 2014, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc., and certain of CHS’ subsidiaries (the “Originators”) amended their existing accounts receivable securitization program (the “Receivables Facility”) with a group of conduit lenders and liquidity banks (the “Lenders”), Crédit Agricole Corporate and Investment Bank, as a managing agent and as the administrative agent (the “Administrative Agent”), The Bank of Nova Scotia, as a managing agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a managing agent.

In connection with the amendment of the Receivables Facility, CHS and certain of CHS’ subsidiaries entered into a Third Omnibus Amendment of the Receivables Facility in which the Receivables Sale Agreement, Receivables Purchase and Contribution Agreement and Receivables Loan Agreement were amended to increase the size of the facility from $500 million to $700 million and to extend the facility scheduled termination date. Additional CHS’ subsidiaries also agreed to sell certain of their health care accounts receivable.

Pursuant to the Receivables Sale Agreement, dated as of March 21, 2012 (as amended as of July 30, 2012, March 7, 2013 and March 31, 2014, the “Sale Agreement”), among the Originators, Community Health Systems Professional Services Corporation, as the collection agent (the “Collection Agent”), and CHS, the Originators agreed to sell all existing and future health care accounts receivable, other than self-pay, originated by the Originators during the term of the Receivables Facility (collectively, the “Receivables”) and other related assets to CHS in exchange for cash and subordinated notes. The Originators and CHS intend for the transactions contemplated by the Sale Agreement to be true sales to CHS by the respective Originators.

Pursuant to the Receivables Purchase and Contribution Agreement, dated as of March 21, 2012 (as amended as of July 30, 2012, March 7, 2013 and March 31, 2014, the “Purchase Agreement”), among CHS, the Collection Agent and CHS Receivables Funding, LLC, a bankruptcy-remote, special purpose limited liability company and a wholly-owned subsidiary of CHS (“CHS Receivables”), CHS agreed to sell or contribute Receivables and other related assets to CHS Receivables in exchange for cash and/or equity. CHS and CHS Receivables intend for the transactions contemplated by the Purchase Agreement to be true sales or absolute contributions to CHS Receivables by CHS.

Pursuant to the Receivables Loan Agreement, dated as of March 21, 2012 (as amended as of July 30, 2012, March 7, 2013 and March 31, 2014, the “Loan Agreement”), among CHS Receivables, the Administrative Agent, the Lenders party thereto, the financial institutions party thereto as managing agents for the conduit lenders, and the Collection Agent, CHS Receivables agreed to grant security interests in its Receivables and other related assets to the Administrative Agent in exchange for borrowings from the Lenders of up to $700 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. Borrowings will be funded by either (i) the issuance of asset backed commercial paper by the conduit lenders or (ii) drawing under the committed liquidity facility provided by the liquidity banks. The lenders under the Loan Agreement are entitled to receive interest for each day that their loans are outstanding. In addition, CHS Receivables will pay upfront fees to the managing agents and the Administrative Agent for their services and ongoing usage fees to the committed lenders and conduits lenders for their participation in the facility. Unless earlier terminated or subsequently extended pursuant to the terms of the Loan Agreement, the Receivables Facility will expire on March 21, 2016. The Loan Agreement contains customary termination events that could cause an early termination date, including, among other things, the failure to make timely payments or deposits under the Loan Agreement, breach of covenants, the failure to make timely payments under other indebtedness, certain changes of control and the failure to meet certain leverage ratios and Receivables ratios.

CHS has agreed to guarantee the performance of the Collection Agent under the Sale Agreement, the Purchase Agreement and the Loan Agreement. CHS has not agreed to guarantee the collection of any of the Receivables and CHS is not responsible for any guaranteed obligations to the extent that the failure to perform such guaranteed obligations by the Collection Agent results from any Receivable being uncollectible on account of the insolvency or bankruptcy of the related obligor under such Receivable.

The foregoing summary of the Sale Agreement, the Purchase Agreement and the Loan Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Omnibus Amendment, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference.

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Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures under Item 1.01 of this report are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
10.1		Third Omnibus Amendment, dated March 31, 2014, to the Receivables Sale Agreement among CHS/Community Health Systems, Inc., the originators party thereto and Community Health Systems Professional Services Corporation, as Collection Agent, to the Receivables Purchase and Contribution Agreement among CHS/Community Health Systems, Inc., CHS Receivables Funding, LLC and Community Health Systems Professional Services Corporation, as Collection Agent, and to the Receivables Loan Agreement among CHS Receivables Funding, LLC, the lenders party thereto, the managing agents party thereto, Crédit Agricole Corporate and Investment Bank, as Administrative Agent, and Community Health Systems Professional Services Corporation, as Collection Agent, all dated as of March 21, 2012.
99.1		Press Release issued by Community Health Systems, Inc., dated March 31, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				COMMUNITY HEALTH SYSTEMS, INC. (Registrant)
Date: April 1, 2014				By:		/s/ Wayne T. Smith
						Wayne T. Smith
						Chairman of the Board and Chief Executive Officer (principal executive officer)
				By:		/s/ W. Larry Cash
						W. Larry Cash
						President of Financial Services, Chief Financial Officer and Director (principal financial officer)

Exhibit 10.1

EXECUTION VERSION

THIRD OMNIBUS AMENDMENT

This THIRD OMNIBUS AMENDMENT is made as of March 31, 2014 (this “Amendment”), among CHS RECEIVABLES FUNDING, LLC, a Delaware limited liability company (“Receivables Funding”), as Borrower and as the Company, THE BANK OF NOVA SCOTIA (“Scotia”), as a Committed Lender and as a Managing Agent, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), as a Committed Lender, as a Managing Agent and as Administrative Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (“BTMU”), as a Committed Lender and as a Managing Agent, ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a Conduit Lender, LIBERTY STREET FUNDING LLC (“Liberty Street”), as a Conduit Lender, VICTORY RECEIVABLES CORPORATION (“Victory”), as a Conduit Lender, COMMUNITY HEALTH SYSTEMS PROFESSIONAL SERVICES CORPORATION (“Professional Services”), a Delaware corporation, as Collection Agent under each of the Receivables Loan Agreement, Contribution Agreement, and Sale Agreement, and as Authorized Representative (as defined in the Sale Agreement, the “Authorized Representative”), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“CHS”), as Transferor, as Buyer and individually (as the provider of a performance undertaking), NANTICOKE HOSPITAL COMPANY, LLC, a Delaware limited liability company, as the Removed Originator (as defined below) and EACH OF THE OTHER PERSONS IDENTIFIED AS ORIGINATORS ON THE SIGNATURE PAGES HERETO AFFILIATED WITH CHS/COMMUNITY HEALTH SYSTEMS, INC., as Originators. All capitalized terms used herein without reference shall have the meanings assigned to such terms in the Receivables Loan Agreement, Contribution Agreement or Sale Agreement (as each is defined below), as applicable, in each case after giving effect to this Amendment.

WHEREAS, Receivables Funding, as Borrower, Scotia, as a Committed Lender and as a Managing Agent, CA-CIB, as a Committed Lender, as a Managing Agent and as Administrative Agent, BTMU, as a Committed Lender and as a Managing Agent, the other Lenders party thereto and Professional Services, as Collection Agent, have entered into the Receivables Loan Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Receivables Loan Agreement”);

WHEREAS, CHS, as Transferor, Receivables Funding, as the Company, and Professional Services, as Collection Agent thereunder, have entered into the Receivables Purchase and Contribution Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Contribution Agreement”);

WHEREAS, the Originators party to the Sale Agreement (as defined below) as of the Second Omnibus Amendment Effective Date (the “Existing Originators”), Professional Services, as Collection Agent and Authorized Representative thereunder, and CHS, as Buyer, have entered into the Receivables Sale Agreement, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Sale Agreement”);

WHEREAS, each of the Supplemental Originators (as defined below) has agreed to join and be bound by the Sale Agreement and each other applicable Facility Document as an Originator thereunder;

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WHEREAS, the Collection Agent has requested the Removed Originator (as defined below) be removed from the Sale Agreement and each other applicable Facility Document as an Originator thereunder and the Removed Originator has agreed to be so removed; and

WHEREAS, the parties hereto desire to amend certain provisions of the Receivables Loan Agreement, the Contribution Agreement and the Sale Agreement, pursuant to Section 10.01 of the Receivables Loan Agreement, Section 9.01 of the Contribution Agreement and Section 9.01 of the Sale Agreement, and take the other actions set forth herein, and have agreed to do so subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Supplemental Originators. On the Amendment Effective Date, and pursuant to Section 9.14(a) of the Sale Agreement, each of the parties listed on Schedule I hereto (collectively, the “Supplemental Originators”, and each, a “Supplemental Originator”) shall be added as Originators under the Sale Agreement, subject to the satisfaction of the conditions listed in Section 9.14(a) of the Sale Agreement, including the execution and delivery by each Supplemental Originator of a joinder agreement in the form of Annex A hereto. Each such addition is hereby agreed and consented to by the Required Lenders, Buyer and the Administrative Agent, as the Buyer’s assignee under the Assignment of Agreements.

SECTION 2. Removal of Originator. On the Amendment Effective Date, and pursuant to Section 9.14(b) of the Sale Agreement, Nanticoke Hospital Company, LLC, a Delaware limited liability company and Originator under the Sale Agreement prior to its Removal on the date hereof shall be removed as an Originator under the Sale Agreement, subject to the satisfaction of the conditions listed in Section 9.14(b) of the Sale Agreement (such Originator, the “Removed Originator”). The Removed Originator hereby consents to its Removal as an Originator under the Sale Agreement on the Amendment Effective Date and confirms and agrees the provisions of Article VIII of the Sale Agreement (and the representations and warranties with respect thereto) shall, with respect to the Removed Originator, survive such Removal for all claims arising prior to such Removal. The parties hereto hereby agree that any report, notice or other information delivered under any Facility Document following the Amendment Effective Date (including any Monthly Report) shall not include the Removed Originator or any Receivables generated by the Removed Originator for any period commencing on or after March 1, 2014. The Removed Originator hereby acknowledges and consents to the amendments to the Sale Agreement contemplated hereby and agrees that it shall have no further rights under or interests with respect to the Sale Agreement or any of the other Facility Documents on and after its Removal, other than any such rights or interests that specifically survive such Removal or termination of the Sale Agreement or the applicable Facility Document.

SECTION 3. Amendments to Receivables Loan Agreement. Subject to all of the terms and conditions set forth in this Amendment:

(a) The cover page to the Receivables Loan Agreement is hereby amended by replacing the dollar amount “$500,000,000” appearing on such cover page with “$700,000,000”.

 

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(b) Section 1.01 of the Receivables Loan Agreement is amended as by inserting the following definitions in the appropriate alphabetical order:

“Conforming Funding Period” means any period in the Revolving Period other than during a Deferred Funding Period.

“Conforming Lender” means a Committed Lender other than a Deferred Funding Lender.

“Conforming Lender Group” means a Lender Group other than a Deferred Funding Lender Group.

“Deferred Funding Advance Shortfall” means the amount of the Advance that a Deferred Funding Lender Group was requested to fund in a Funding Notice and was not funded on the related Funding Date as a result of the provisions set forth in Section 2.01(h) with respect to Deferred Funding Lenders.

“Deferred Funding Amount” means, with respect to any Deferred Funding Lender and determined as of any Deferred Funding Settlement Date, an amount equal to the Deferred Funding Advance Shortfall.

“Deferred Funding Certificate” means an Officer’s Certificate delivered by a Managing Agent to the Collection Agent and the Administrative Agent certifying that a Lender in (or an Affiliate of) such Managing Agent’s Lender Group: (i) is incurring (or expects to incur) charges with respect to its Commitment hereunder in connection with the calculation of the “liquidity coverage ratio” under Basel III, and (ii) is in good faith seeking to exercise or has exercised a delayed funding option in transactions similar to the transactions contemplated hereunder.

“Deferred Funding Date” means a Funding Date during a Deferred Funding Period.

“Deferred Funding De-Designation Date” has the meaning assigned to that term in Section 2.01(h)(i).

“Deferred Funding De-Designation Notice” has the meaning assigned to that term in Section 2.01(h)(i).

“Deferred Funding Lender” means a Committed Lender that delivers a Deferred Funding Certificate in accordance with to Section 2.01(h)(i).

“Deferred Funding Lender Agent” means the Managing Agent of a Deferred Funding Lender Group.

“Deferred Funding Lender Group” means any Lender Group that includes a Deferred Funding Lender.

 

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“Deferred Funding Period” means a period in the Revolving Period during which one or more Lender Groups is then currently a Deferred Funding Lender Group.

“Deferred Funding Settlement Date” means, with respect to unpaid Deferred Funding Amounts of any Deferred Funding Lender Group, the earlier to occur of (i) a Business Day selected by the applicable Deferred Funding Lender Agent and indicated in its Deferred Funding Certificate that is 32 days (or, if such 32^nd day is not a Business Day, not more than the number of days to the next Business Day following such 32^nd day) from the applicable Deferred Funding Date (even if such date occurs following the end of the Revolving Period); and (ii) the Deferred Funding De-Designation Date applicable to such Deferred Funding Lender Group.

“HHS Compliance Date” the date established by the United States Department of Health and Human Services on and after which certain health care entities, including the CHS Parties, are required to have implemented the International Classification of Diseases, 10th Revision, Clinical Modification (ICD-10-CM) for diagnosis coding, including the Official ICD-10-CM Guidelines for Coding and Reporting, and the International Classification of Diseases, 10th Revision, Procedure Coding System (ICD-10-PCS) for inpatient hospital procedure coding, including the Official ICD-10-PCS Guidelines for Coding and Reporting.

“ratable”, “ratable share”, “ratably” (and similar terms) means, the ratable interest of each Lender Group as determined by reference to its Lender Group Percentage.

“Temporary Relief Period” means, solely to the extent that the HHS Compliance Date occurs on or before October 1, 2014, the following periods: (i) with respect to the Default Ratio for a single Collection Period, the period comprised of the five consecutive Collection Periods from February 2015 through and including June 2015, (ii) with respect to the Delinquency Ratio for a single Collection Period, the period comprised of the five consecutive Collection Periods from February 2015 through and including June 2015, (iii) with respect to the Payment Denial Rate for a single Collection Period, the period comprised of the four consecutive Collection Periods from April 2015 through and including July 2015, (iv) with respect to the average of the Default Ratio for a Collection Period and the two prior Collection Periods, the period comprised of the five consecutive Collection Periods from March 2015 through and including July 2015, (v) with respect to the average of the Delinquency Ratio for a Collection Period and the two prior Collection Periods, the period comprised of the five consecutive Collection Periods from March 2015 through and including July 2015, and (vi) with respect to the DSO for a single Collection Period, the period comprised of the three consecutive Collection Periods from February 2015 through and

 

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including April 2015; provided, that if the HHS Compliance Date occurs after October 1, 2014, the “Temporary Relief Period” hereunder shall consist of such periods, if any, and pursuant to such terms as the Administrative Agent and the Managing Agents each agrees in writing in its respective sole discretion.

“Third Omnibus Amendment” means that certain Third Omnibus Amendment, made as of the Third Omnibus Amendment Effective Date, among the Borrower, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, CA-CIB, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under each of this Agreement, the Contribution Agreement, and the Sale Agreement, and as Authorized Representative (as defined in the Sale Agreement), CHS, as Transferor, as Buyer and individually (as a performance undertaking party), each of the Originators party to the Sale Agreement as of the Third Omnibus Amendment Effective Date, as Originators, and such other parties as are named therein.

“Third Omnibus Amendment Effective Date” means March 31, 2014.

(c) The definition of “Collection Account Bank” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Collection Account Bank” means a bank or other financial institution holding one or more Collection Accounts, which on the Closing Date shall be Bank of America, N.A., and on both the Second Omnibus Amendment Effective Date and Third Omnibus Amendment Effective Date shall be Bank of America, N.A., or Fifth Third Bank, as context requires.

(d) The definition of “Commitment” in Section 1.01 of the Receivables Loan Agreement is hereby amended by deleting the last sentence thereof and inserting in lieu thereof the following:

As of the Third Omnibus Amendment Effective Date, the aggregate amount of the Commitments is $700,000,000.

(e) The definition of “Contribution Agreement” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Contribution Agreement” means that certain Receivables Purchase and Contribution Agreement dated as of the Closing Date, among the Transferor, the Company and the Collection Agent, as amended by the First Omnibus Amendment, the Second Omnibus Amendment, and the Third Omnibus Amendment and as the same may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, together with all instruments, documents and agreements executed by any of the CHS Parties party thereto in connection therewith, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

 

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(f) The definition of “Facility Limit” in Section 1.01 of the Receivables Loan Agreement is hereby amended by replacing the dollar amount “$500,000,000” appearing in such definition with “$700,000,000”.

(g) The definition of “Sale Agreement” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Sale Agreement” means that certain Receivables Sale Agreement, dated as of the Closing Date, among the Originators, the Buyer and the Collection Agent, as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment and as the same may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, together with all instruments, documents and agreements executed by any of the Originators in connection therewith, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

(h) The definition of “Scheduled Termination Date” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Scheduled Termination Date” means March 21, 2016, as such date may be extended thereafter in accordance with Section 2.03(a).

(i) The definition of “Second Omnibus Amendment” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Second Omnibus Amendment” means that certain Second Omnibus Amendment, made as of the Second Omnibus Amendment Effective Date, among the Borrower, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, CA-CIB, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under each of this Agreement, the Contribution Agreement, and the Sale Agreement, and as Authorized Representative (as defined in the Sale Agreement), CHS, as Transferor, as Buyer and individually (as a performance undertaking party), and each of the Originators party to the Sale Agreement as of the Second Omnibus Amendment Effective Date, as Originators.

(j) The definition of “Specified Originators” in Section 1.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Specified Originators” means the Originators listed on Schedule VI, which Schedule also sets forth the percentage ownership of the issued and outstanding equity interests of each such Originator that is held by CHS and its subsidiaries as of the Third Omnibus Amendment Effective Date.

 

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(k) The definition of “Supplemental Originators” in Section 1.01 of the Receivables Loan Agreement is hereby deleted.

(l) Section 2.01(c) of the Receivables Loan Agreement is hereby amended by adding the words “by Lenders not part of a Deferred Lending Group” immediately following the words “requested to be made” appearing in the third line thereof.

(m) Section 2.01(e) of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(e) The applicable portion of the Advance (i) may be made by the related Conduit Lender, in its sole discretion or (ii) if the related Conduit Lender does not fund, shall be made by the related Committed Lender, in each case, in accordance with its individual Commitment, if applicable, and its Lender Group Percentage (subject to, during a Deferred Funding Period, the provisions of Section 2.01(h) below with respect to Deferred Funding Lenders). Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, no Lender shall be obligated to make any Advance in an amount that would result in the aggregate Advances then funded by the related Lender Group exceeding such Lender Group’s Lender Group Limit then in effect.

(n) Section 2.01(g) of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(g) On each Funding Date during a Conforming Period, following the satisfaction of the applicable conditions set forth in this Section 2.01 and Article III, each Lender shall make available to its related Managing Agent, for deposit to the account of the Borrower or its designee in same day funds, at the account specified in the Funding Request, an amount equal to such Lender’s ratable share of the Advance then being made. During a Deferred Funding Period, following the satisfaction of the applicable conditions set forth in this Section 2.01 and Article III (i) on each Deferred Funding Date, each Lender member of a Conforming Lender Group shall make available to its related Managing Agent, for deposit to the account of the Borrower or its designee in same day funds, at the account specified in the Funding Request, an amount equal to such Lender’s ratable share of the Advance then being made, and (ii) on each Deferred Funding Settlement Date, each Deferred Funding Lender shall make available Advances in accordance with the provisions of Section 2.01(h). Each Lender shall use commercially reasonable efforts to initiate each wire transfer of an Advance to the Borrower no later than 12:00 noon (New York City time) on the applicable Funding Date, Deferred Funding Date or Deferred Funding Settlement Date, as applicable. Each Lender agrees that either (i) no portion of any Advance shall be funded or held with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or (ii) the funding and

 

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holding of any portion of any Advance shall not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

(o) Section 2.01 of the Receivables Loan Agreement is hereby amended by adding a new clause (h) at the end thereof that reads as follows:

(h) Special Provisions for Deferred Fundings.

(i) At any time, three Business Days after receipt by the Administrative Agent and the Collection Agent of a Deferred Funding Certificate from a Managing Agent, the related Committed Lender shall become a “Deferred Funding Lender” and its related Lender Group shall become a “Deferred Funding Lender Group”. Such designation shall remain in effect until such time as the related Deferred Funding Lender Agent issues a written notice to the Administrative Agent and the Collection Agent withdrawing such designation (a “Deferred Funding De-Designation Notice”) effective as of the date such notice is delivered or as of such later date specified therein (such effective date, the “Deferred Funding De-Designation Date”). Effective as of the Deferred Funding De-Designation Date, each Committed Lender that is a Deferred Funding Lender, and each related Lender Group that is a Deferred Funding Lender Group, shall cease to be a Deferred Funding Lender or a Deferred Funding Lender Group, as applicable, and shall, for all purposes other than pursuant to the proviso hereto, be deemed to be a Conforming Lender and a Conforming Lender Group, as applicable; provided that in connection with any Advance outstanding as of the Deferred Funding De-Designation Date for which any Deferred Funding Lender has not, as of such date, paid its Deferred Funding Amounts, such Deferred Funding De-Designation Date shall be deemed to be the Deferred Funding Settlement Date for such Advance and such Deferred Funding Lender shall comply with its obligations pursuant to Section 2.01(h)(ii) and Section 2.01(h)(iii) for such Deferred Funding Settlement Date.

(ii) On each Deferred Funding Settlement Date, each Deferred Funding Lender shall make available to its Managing Agent the Deferred Funding Amount, which amount (1) if such Deferred Funding Settlement Date occurs prior to the occurrence and continuance of an Event of Default or Termination Date hereunder, shall be deposited in the account of the Borrower or its designee as an Advance hereunder, and (2) if such Deferred Funding Settlement Date occurs following the occurrence and during the continuance of an Event of Default or Termination Date hereunder, shall be paid to the Administrative Agent for distribution on the same Business Day to the Lenders (including such Deferred Lender) ratably (calculated presuming that all unfunded Deferred Funding Advance Shortfalls of any other Deferred Funding Lender Groups have been fully funded); provided that such Deferred Funding Lender shall not fund to the Administrative Agent and shall instead net out of its ratable portion of the Deferred Funding Amount any amounts that it is entitled to receive from the Administrative Agent under this clause (h)(ii)(2); provided, in no event shall any

 

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such payment reduce the Revolving Principal Balance of any Lender or Lender Group below zero. Upon the payment of the Deferred Funding Amount in accordance with the provisions of clause (ii)(2) above and without any further action on the part of such Deferred Funding Lender making such payment, the Borrower, the Administrative Agent or the other Lenders, the Deferred Funding Lender making such payment will have acquired, and each Lender receiving a distribution of a portion of such payment will have granted to such Deferred Funding Lender, without recourse or warranty, its portions of the Revolving Principal Balances that were reduced by application of the distribution of such Deferred Funding Amount by the Administrative Agent. The Revolving Principal Balance owing to each Lender member of a Lender Group other than such Deferred Funding Lender’s Deferred Funding Lender Group shall be reduced by the amount of any portion of such payment received by such Lender and the Revolving Principal Balance owing to the Deferred Funding Lender making such payment shall be increased by all amounts so paid such that the aggregate Revolving Principal Balance of all Lenders outstanding hereunder immediately prior to such payment and distribution shall be unchanged and shall continue to equal to the aggregate Revolving Principal Balance of all Lenders outstanding hereunder immediately following such payment and distribution.

(iii) The obligation of each Deferred Funding Lender to fund the Deferred Funding Amount on the related Deferred Funding Settlement Date is subject to any valid and timely claims of a Deferred Funding Lender under clause (iv) below, but is otherwise absolute and unconditional and shall not be affected by any circumstance whatsoever, including (1) any setoff, counterclaim, recoupment, defense or other right which such Deferred Funding Lender may have against the Administrative Agent, the other Lenders, the Borrower, or any other Person for any reason whatsoever; (2) the occurrence or continuance of an Default, Event of Default or Termination Date; (3) the termination of the Revolving Period, (4) the reduction or termination of any Commitments; or (5) any other occurrence, event, or condition, whether or not similar to any of the foregoing (in each case, so long as such Advance does not result in the aggregate Advances then funded by the related Deferred Funding Lender Group exceeding such Deferred Funding Lender Group’s Lender Group Limit then in effect. The funding or failure to fund the Deferred Funding Amount will not relieve or otherwise impair the obligation of the Borrower to repay the Revolving Principal Balance of each Lender, together with interest as provided in this Agreement.

(iv) A Deferred Funding Lender may not object to its funding obligation of Deferred Funding Amounts under Section 2.01(g) and (h) on the basis of the failure of the Borrower to satisfy the conditions precedent set forth in this Section 2.01 and Article III as of the Deferred Funding Date so long as all such conditions were satisfied as of the related Funding Date; provided that the absolute and unconditional funding obligations of a Deferred Funding Lender of Deferred Funding Amounts set forth in this Section 2.01 do not constitute a waiver of any rights of such Deferred Funding Lender or of rights and remedies of the Administrative Agent and the Lenders (including such Deferred Funding Lender) against the Borrower, in each case, as set forth hereunder.

 

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(v) Each Deferred Funding Lender acknowledges that the Conforming Lender Groups have relied on the obligation of the Deferred Funding Lender to fund the Deferred Funding Amount in making Advances hereunder and is an intended beneficiary of such obligation.

(p) Section 2.06(b) of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(b) On the Third Omnibus Amendment Effective Date, the Borrower shall pay to the Administrative Agent for its own benefit and the benefit of each Managing Agent and each Lender, as applicable, the fees set forth in the Fee Letter as amended and restated on such date that are due and payable on such date, including the upfront fee and reimbursement for all reasonable out-of-pocket costs and expenses, including any legal fees and disbursements to the extent incurred, relating to the negotiation, preparation and closing of the Third Omnibus Amendment and the other Facility Documents.

(q) The proviso set forth at the end of clause (dd) of Section 4.01 of the Receivables Loan Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Borrower under any Facility Document directly related to or directly arising from such violation without any further action

(r) The proviso set forth at the end of clause (j) of Section 4.02 of the Receivables Loan Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Collection Agent under any Facility Document directly related to or directly arising from such violation without any further action

(s) The proviso set forth at the end of clause (q) of Section 5.01 of the Receivables Loan Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Borrower under any Facility Document directly related to or directly arising from such violation without any further action

 

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(t) The proviso set forth at the end of clause (i) of Section 5.02 of the Receivables Loan Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Collection Agent under any Facility Document directly related to or directly arising from such violation without any further action

(u) Section 5.02 of the Receivables Loan Agreement is hereby amended by adding a new clause (l) at the end thereof that reads as follows:

(l) Banc of America Leasing & Capital, LLC Leases. The Collection Agent will utilize its best efforts to cause each of the existing lease agreements and the form for all future lease agreements between an Originator and Banc of America Leasing & Capital, LLC or any of its affiliates to be amended to remove all references to “accounts” from the defined term “Collateral” identified thereunder as promptly as practicable and in any event within 90 days of the Third Omnibus Amendment Effective Date; provided, that, to the extent any existing lease agreement or the form for any future lease agreement is not so amended within such 90 day period or any new lease agreement does not reflect such amendment, the Administrative Agent shall have the right to deduct from the Borrowing Base amounts not exceeding the aggregate amount of all amounts payable under such lease agreements.

(v) Clause (h) of Section 7.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(h) As of the last day of any Collection Period, (i) the Default Ratio (x) for any Collection Period occurring during the Temporary Relief Period shall exceed 9.50% and (y) for all other Collection Periods shall exceed 9.00%, (ii) the Delinquency Ratio (x) for any Collection Period occurring during the Temporary Relief Period shall exceed 5.75% and (y) for all other Collection Periods, shall exceed 3.50%, (iii) the Payment Denial Rate (x) for any Collection Period occurring during the Temporary Relief Period shall exceed 1.50% and (y) for all other Collection Periods shall exceed 1.25%, (iv) the average of the Default Ratio for each of such Collection Period and the two prior Collection Periods (x) for any Collection Period occurring during the Temporary Relief Period shall exceed 9.25% and (y) for all other Collection Periods shall exceed 8.50%, or (v) the average of the Delinquency Ratio for each of such Collection Period and the two prior Collection Periods (x) for any Collection Period occurring during the Temporary Relief Period shall exceed 5.25% and (y) for all other Collection Periods shall exceed 3.25%; or

 

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(w) Clause (i) of Section 7.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(i) The DSO reported on any Monthly Report shall exceed, (x) if with respect to a Collection Period occurring during the Temporary Relief Period, 60 days and (y) if with respect to a Collection Period occurring at any other time, 55 days; or

(x) Clause (r) of Section 7.01 of the Receivables Loan Agreement is hereby amended and restated in its entirety to read as follows:

(r) CHS or any subsidiary thereof shall fail to perform or observe any term, covenant or agreement contained in Section 6.12 or Section 6.13 of the Parent Credit Agreement either as in effect on the Third Omnibus Amendment Effective Date or as in effect from time to time without regard to any waiver or modification to any of those provisions or any of the defined terms used therein and such failure shall continue for a period of 10 Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder (the “Financial Covenant Cure Period”); or

(y) CA-CIB’s and Atlantic’s signature pages to the Receivables Loan Agreement are amended to replace the notice address set forth therein with the respective notice addresses as appear below CA-CIB’s and Atlantic’s signature lines and blocks hereto.

(z) The Borrower and the Collection Agent’s signature pages to the Receivables Loan Agreement are amended to replace the notice address set forth therein with the respective notice addresses as appear below the Borrower and the Collection Agent’s signature lines and blocks hereto.

(aa) Schedule I of the Receivables Loan Agreement is hereby replaced with the Schedule I attached hereto as Annex B.

(bb) Schedule VI of the Receivables Loan Agreement is hereby replaced with the Schedule VI attached hereto as Annex C.

SECTION 4. Amendments to Contribution Agreement. Subject to all of the terms and conditions set forth in this Amendment:

(a) Section 1.01 of the Contribution Agreement is amended as by inserting the following definitions in the appropriate alphabetical order:

“Third Omnibus Amendment” means that certain Third Omnibus Amendment, made as of the Third Omnibus Amendment Effective Date, among the Company, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, CA-CIB, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under

 

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each of this Agreement, the Loan Agreement, and the Sale Agreement, and as Authorized Representative (as defined in the Sale Agreement), CHS, as Transferor, as Buyer and individually (as a performance undertaking party), each of the Originators party to the Sale Agreement as of the Third Omnibus Amendment Effective Date, as Originators, and such other parties as are named therein.

“Third Omnibus Amendment Effective Date” means March 31, 2014.

(b) The definition of “Collection Account Bank” in Section 1.01 of the Contribution Agreement is hereby amended and restated in its entirety to read as follows:

“Collection Account Bank” means a bank or other financial institution holding one or more Collection Accounts, which on the Closing Date shall be Bank of America, N.A., and on both the Second Omnibus Amendment Effective Date and Third Omnibus Amendment Effective Date shall be Bank of America, N.A., or Fifth Third Bank, as context requires.

(c) The definition of “Loan Agreement” in Section 1.01 of the Contribution Agreement is hereby amended and restated in its entirety to read as follows:

“Loan Agreement” means that certain Receivables Loan Agreement, dated as of the Closing Date, among the Company, Professional Services, in its capacity as Collection Agent, the Lenders party thereto from time to time, the Managing Agents party thereto from time to time and Credit Agricole Corporate and Investment Bank, as Administrative Agent, as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

(d) The definition of “Sale Agreement” in Section 1.01 of the Contribution Agreement is hereby amended and restated in its entirety to read as follows:

“Sale Agreement” means that certain Receivables Sale Agreement dated as of the Closing Date, among the Originators, the Buyer and the Collection Agent, as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment, and as the same may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, together with all instruments, documents and agreements executed by any of the Originators in connection therewith, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

(e) The definition of “Second Omnibus Amendment” in Section 1.01 of the Contribution Agreement is hereby amended and restated in its entirety to read as follows:

“Second Omnibus Amendment” means that certain Second Omnibus Amendment, made as of the Second Omnibus Amendment Effective Date, among

 

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the Company, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, Credit Agricole Corporate and Investment Bank, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under each of this Agreement, the Sale Agreement, and the Loan Agreement, and as Authorized Representative (as defined in the Sale Agreement), CHS, as Transferor, as Buyer and individually (as a performance undertaking party), and each of the Originators party to the Sale Agreement as of the Second Omnibus Amendment Effective Date, as Originators.

(f) The definition of “Supplemental Originators” in Section 1.01 of the Contribution Agreement is hereby deleted.

(g) Clause (d) of Section 2.01 of the Contribution Agreement is hereby amended by deleting the last sentence thereof and inserting in lieu thereof the following:

If at any time contrary to the mutual intent of the Transferor and the Company a court characterizes the transactions hereunder as loans by the Company to the Transferor, then the Transferor shall, effective as of the Closing Date, be deemed to have granted (and the Transferor hereby does grant) to the Company a first priority security interest in all of its right and title to and interest in all Purchased Property and the proceeds thereof as security for such loans advanced to the Transferor hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.

(h) Clause (j) of Section 4.01 of the Contribution Agreement is hereby amended by replacing the reference to “Second Omnibus Amendment Effective Date” appearing in such section with “Third Omnibus Amendment Effective Date”.

(i) The proviso set forth at the end of clause (x) of Section 4.01 of the Contribution Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Transferor under any Facility Document directly related to or directly arising from such violation without any further action

(j) The proviso set forth at the end of clause (i) of Section 5.01 of the Contribution Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Transferor under any Facility Document directly related to or directly arising from such violation without any further action

 

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(k) The proviso set forth at the end of the second to last sentence of clause (b) of Section 6.07 of the Contribution Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Transferor, the Company or the Collection Agent under any Facility Document directly related to or directly arising from such violation without any further action

SECTION 5. Amendments to Sale Agreement. Subject to all of the terms and conditions set forth in this Amendment:

(a) Section 1.01 of the Sale Agreement is amended as by inserting the following definitions in the appropriate alphabetical order:

“Third Omnibus Amendment” means that certain Third Omnibus Amendment, made as of the Third Omnibus Amendment Effective Date, among the Company, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, Credit Agricole Corporate and Investment Bank, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under each of this Agreement, the Contribution Agreement, and the Loan Agreement, and as Authorized Representative, CHS, as Transferor, as Buyer and individually (as a performance undertaking party), each of the Originators party to this Agreement as of the Third Omnibus Amendment Effective Date, as Originators, and such other parties as are named therein.

“Third Omnibus Amendment Effective Date” means March 31, 2014.

(b) The definition of “Collection Account Bank” in Section 1.01 of the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Collection Account Bank” means a bank or other financial institution holding one or more Collection Accounts, which on the Closing Date shall be Bank of America, N.A., and on both the Second Omnibus Amendment Effective Date and Third Omnibus Amendment Effective Date shall be Bank of America, N.A., or Fifth Third Bank, as context requires.

(c) The definition of “Contribution Agreement” in Section 1.01 of the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Contribution Agreement” means that certain Receivables Purchase and Contribution Agreement dated as of the Closing Date, among the Transferor, the Company and the Collection Agent, as amended by the First Omnibus Amendment, the Second Omnibus Amendment, and the Third Omnibus

 

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Amendment, and as the same may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, together with all instruments, documents and agreements executed by any of the CHS Parties party thereto in connection therewith, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

(d) The definition of “Originator Notes” in Section 1.01 of the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Originator Notes” means the subordinated promissory notes, each of which is (i) payable to the Authorized Representative as the paying agent for one or more Originators and (ii) is substantially in the form of Exhibit B attached hereto, as each such note may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms and the terms hereof.

(e) The definition of “Second Omnibus Amendment” in Section 1.01 of the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Second Omnibus Amendment” means that certain Second Omnibus Amendment, made as of the Second Omnibus Amendment Effective Date, among the Company, as Borrower and as the Company, the Conduit Lenders, Scotia, as a Managing Agent and as a Committed Lender, BTMU, as a Managing Agent and as a Committed Lender, Credit Agricole Corporate and Investment Bank, as a Managing Agent, as a Committed Lender and as Administrative Agent, the Collection Agent, as Collection Agent under each of this Agreement, the Contribution Agreement, and the Loan Agreement, and as Authorized Representative, CHS, as Transferor, as Buyer and individually (as a performance undertaking party), and each of the Originators party to this Agreement as of the Second Omnibus Amendment Effective Date, as Originators.

(f) The definition of “Specified Originators” in Section 1.01 of the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Specified Originators” means the Originators listed on Schedule V, which Schedule also sets forth the percentage ownership of the issued and outstanding equity interests of each such Originator that is held by CHS and its subsidiaries as of the Third Omnibus Amendment Effective Date.

(g) The definition of “Supplemental Originators” in Section 1.01 of the Sale Agreement is hereby deleted.

(h) Clause (d) of Section 2.01 of the Sale Agreement is hereby amended by deleting the last sentence thereof and inserting in lieu thereof the following:

If at any time contrary to the mutual intent of the Originators and the Buyer a court characterizes the transactions hereunder as loans by the Buyer to the

 

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Originators, then each of the Originators shall, effective as of the Closing Date (with respect to Initial Originators) or effective as of the date of such Originator’s Addition (with respect to Originators added as additional Originators hereunder after the Closing Date), be deemed to have granted (and each Originator hereby does grant) to the Buyer a first priority security interest in all of its right and title to and interest in all Purchased Property and the proceeds thereof as security for such loans and for the repayment of all amounts advanced to the Originators hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.

(i) Clause (j) of Section 4.01 of the Sale Agreement is hereby amended by replacing the reference to “Second Omnibus Amendment Effective Date” appearing in such section with “Third Omnibus Amendment Effective Date”.

(j) The proviso set forth at the end of clause (x) of Section 4.01 of the Sale Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by any Originator under any Facility Document directly related to or directly arising from such violation without any further action.

(k) The proviso set forth at the end of clause (l) of Section 5.01 of the Sale Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by any Originator under any Facility Document directly related to or directly arising from such violation without any further action.

(l) The proviso set forth at the end of the second to last sentence of clause (b) of Section 6.07 of the Sale Agreement is hereby amended by adding the following language before the period at the end thereof:

and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by any Originator or the Collection Agent under any Facility Document directly related to or directly arising from such violation without any further action.

(m) Schedule I of the Sale Agreement is hereby replaced with the Schedule I attached hereto as Annex D.

(n) Schedule III of the Sale Agreement is hereby replaced with the Schedule III attached hereto as Annex E.

 

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(o) Schedule V of the Sale Agreement is hereby replaced with the Schedule V attached hereto as Annex F.

SECTION 6. Conditions to Effectiveness. This Amendment shall become effective upon the date (the “Amendment Effective Date”) on which the following conditions have been satisfied (in form and substance reasonably acceptable to the Administrative Agent):

(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Borrower, the Company, the Collection Agent (as Collection Agent under each of the Receivables Loan Agreement, the Contribution Agreement, and the Sale Agreement), the Authorized Representative, the Transferor, the Buyer, CHS individually, the Existing Originators (including the Removed Originator, as Removed Originator), the Supplemental Originators, the Managing Agents, the Committed Lenders, the Conduit Lenders and the Administrative Agent.

(b) The Administrative Agent shall have received the items listed in Schedule II.

(c) All fees and expenses required to be paid prior to an Advance under the Receivables Loan Agreement (as amended by this Amendment) pursuant to (i) the Receivables Loan Agreement (as amended by this Amendment) and (ii) the Fee Letter (as amended and restated on the date hereof) shall have been paid.

(d) Each Managing Agent and the Administrative Agent shall have completed satisfactory due diligence and obtained the requisite credit approvals.

SECTION 7. Representations and Warranties.

(a) Each of the CHS Parties represents and warrants as of the date hereof that (i) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment and the performance of the Receivables Loan Agreement, Contribution Agreement, Sale Agreement and the other Facility Documents, each as amended hereby, and (ii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment other than such as has been met or obtained and are in full force and effect.

(b) Each of the CHS Parties represents and warrants as of the date hereof that each of this Amendment and each Facility Document (as amended by this Amendment or otherwise as of the date hereof, as applicable) constitutes such Person’s legal, valid and binding obligation, enforceable against such person in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) The Borrower hereby makes each of the representations and warranties contained in Sections 4.01 and 4.03 of the Receivables Loan Agreement as of the date hereof, in each case after giving effect to this Amendment, except for those representations and warranties that refer to specific dates, which are made as of the dates indicated therein.

 

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(d) The Collection Agent hereby makes each of the representations and warranties contained in Section 4.02 of the Receivables Loan Agreement as of the date hereof, in each case after giving effect to this Amendment, except for those representations and warranties that refer to specific dates, which are made as of the dates indicated therein.

(e) Each of the Borrower and the Collection Agent further represents and warrants that, both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes an Event of Default, or would, with the passage of time or the giving of notice, constitute an Event of Default.

SECTION 8. Facility Document. This Amendment shall constitute a Facility Document under the terms of the Receivables Loan Agreement as amended hereby.

SECTION 9. Further Assurances. The Borrower and the Collection Agent agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

SECTION 10. Confirmation of Agreements. On and after the date hereof, all references to each of the Receivables Loan Agreement, the Contribution Agreement, and the Sale Agreement in the Facility Documents and the other documents and instruments delivered pursuant to or in connection with such Facility Documents shall mean, respectively, (i) the Receivables Loan Agreement as amended by this Amendment, and as hereafter modified, amended or restated in accordance with its terms, (ii) the Contribution Agreement as amended by this Amendment, and as hereafter modified, amended or restated in accordance with its terms, and (iii) the Sale Agreement as amended by this Amendment, and as hereafter modified, amended or restated in accordance with its terms. Except as herein expressly amended, each of the Receivables Loan Agreement, the Contribution Agreement and the Sale Agreement are ratified and confirmed in all respects and shall remain in full force and effect in accordance with each agreement’s respective terms.

SECTION 11. Confirmation of Undertaking. CHS, as undertaking party under the Collection Agent Performance Undertaking, dated as of March 21, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Performance Undertaking”), in favor of CA-CIB as administrative agent on behalf of the Lenders, hereby consents to the amendments to (i) the Receivables Loan Agreement set forth in Section 3 of this Amendment, (ii) the Contribution Agreement set forth in Section 4 of this Amendment, and (iii) the Sale Agreement set forth in Section 5 of this Amendment, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the Performance Undertaking heretofore executed and delivered by it is, and shall continue to be, in full force and effect in accordance with its terms and shall apply to the Receivables Loan Agreement, Contribution Agreement and Sale Agreement, each as amended by this Amendment, and the Performance Undertaking is hereby so ratified and confirmed.

SECTION 12. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF

 

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THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE UNITED STATES AND THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER FACILITY DOCUMENT, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

SECTION 13. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 14. Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 15. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

 

 

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Schedule I

2014 Supplemental Originators

 

Hospital Name		Legal Entity Name		Jurisdiction		Address
Union County Hospital		Anna Hospital Corporation		IL		517 North Main Anna, IL 62906
Abilene Regional Medical Center		ARMC, L.P.		DE		6250 Highway 83/84 Abilene, TX 79606
Trinity Hospital of Augusta		Augusta Hospital, LLC		DE		2260 Wrightsboro Road Augusta, GA 30904
Big Bend Regional Medical Center		Big Bend Hospital Corporation		TX		2600 Highway 118 North Alpine, TX 79830
Scenic Mountain Medical Center		Big Spring Hospital Corporation		TX		1601 West Eleventh Place Big Spring, TX 79720
Fannin Regional Hospital		Blue Ridge Georgia Hospital Company, LLC		DE		2855 Old Highway 5, North Blue Ridge, GA 30513
Cherokee Medical Center		Centre Hospital Corporation		AL		400 Northwood Drive Centre, AL 35960
Lock Haven Hospital		Clinton Hospital Corporation		PA		24 Cree Drive Lock Haven, PA 17745
Crestwood Medical Center		Crestwood Healthcare, L.P.		DE		One Hospital Drive SW Huntsville, AL 35801
Mimbres Memorial Hospital		Deming Hospital Corporation		NM		900 W. Ash Street Deming, NM 88030
Evanston Regional Hospital		Evanston Hospital Corporation		WY		190 Arrowhead Drive Evanston, WY 82930
Fallbrook Hospital		Fallbrook Hospital Corporation		DE		624 East Elder Fallbrook, CA 92028
Forrest City Medical Center		Forrest City Arkansas Hospital Company, LLC		AR		1601 Newcastle Road Forrest City, AR 72335

 

Schedules to Third Omnibus Amendment

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Hospital Name		Legal Entity Name		Jurisdiction		Address
DeKalb Regional Medical Center		Fort Payne Hospital Corporation		AL		200 Medical Center Drive (P.O. Box 680778), Fort Payne, AL 35968
L.V. Stabler Memorial Hospital		Greenville Hospital Corporation		AL		29 L.V. Stabler Drive Greenville, AL 36037
Barstow Community Hospital		Hospital of Barstow, Inc.		DE		820 East Mountain View Street Barstow, CA 92311
Parkway Regional Hospital		Hospital of Fulton, Inc.		KY		2000 Holiday Lane (P.O. Box 866) Fulton, KY 42041
Three Rivers Medical Center		Hospital of Louisa, Inc.		KY		2483 Highway 644 (P.O. Box 769) Louisa, KY 41230
Northeast Regional Medical Center		Kirksville Missouri Hospital Company, LLC		MO		315 S. Osteopathy Kirksville, MO 63501
Henderson County Community Hospital		Lexington Hospital Corporation		TN		200 West Church St. Lexington, TN 38351
The Orthopaedic Hospital of Lutheran Health Network		Lutheran Musculoskeletal Center, LLC		DE		7952 W. Jefferson Blvd. Fort Wayne, IN 46804
Heartland Regional Medical Center		Marion Hospital Corporation		IL		3333 West DeYoung Marion, IL 62959
McKenzie Regional Hospital		McKenzie Tennessee Hospital Company, LLC		DE		161 Hospital Dr. McKenzie, TN 38201
Mesa View Regional Hospital		MMC of Nevada, LLC		DE		1299 Bertha Howe Avenue Mesquite, NV 89027
Harris Hospital		National Healthcare of Newport, Inc.		DE		1205 McLain Newport, AR 72112
Plateau Medical Center		Oak Hill Hospital Corporation		WV		430 Main Street Oak Hill, WV 25901
Helena Regional Medical Center		Phillips Hospital Corporation		AR		1801 Martin Luther King Drive (P.O. Box 788), Helena, AR 72342

 

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Hospital Name		Legal Entity Name		Jurisdiction		Address
Red Bud Regional Hospital		Red Bud Illinois Hospital Company, LLC		IL		325 Spring Street Red Bud, IL 62278
The Memorial Hospital of Salem County		Salem Hospital Corporation		NJ		310 Woodstown Road Salem, NJ 08079
Moses Taylor Hospital		Scranton Quincy Hospital Company, LLC		DE		700 Quincy Ave. Scranton, PA 18510
Sunbury Community Hospital		Sunbury Hospital Company, LLC		DE		350 N. Eleventh Street (P. O. Box 737), Sunbury, PA 17801
Watsonville Community Hospital		Watsonville Hospital Corporation		DE		75 Nielson Street Watsonville, CA 95076
Martin General Hospital		Williamston Hospital Corporation		NC		310 S. McCaskey Road Williamston, NC 27892
Woodward Regional Hospital		Woodward Health System, LLC		DE		900 17th Street Woodward, OK 73801

 

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Schedule II

Condition Precedent Documents

As required by Section 6 of the Amendment, each of the following items must be delivered to the Administrative Agent prior to the effectiveness of the Amendment. Unless otherwise indicated, each of the documents below is dated as of March 31, 2014:

Document/Action

 

1.

Amendment

Schedules to Amendment

 

Schedule I

Supplemental Originators

 

Schedule II

Condition Precedent Documents (Closing List)

Annexes to Amendment

 

Annex A

Form of Joinder Agreement

 

Annex B

Schedule I to Receivables Loan Agreement - Lenders

 

Annex C

Schedule VI to Receivables Loan Agreement - Specified Originators

 

Annex D

Schedule I to Sale Agreement - Originators

 

Annex E

Schedule III to Sale Agreement - Legal Name

 

Annex F

Schedule V to Sale Agreement - Specified Originators

 

2.	Originator Note for each Supplemental Originator that is a Specified Originator

 

3.	Second Amended and Restated Subordinated Note for Originators that are not Specified Originators

 

4.	Second Amended and Restated Deposit Account Notification Agreement (Government Healthcare Receivables) with Bank of America, N.A.

 

5.	Amended and Restated Deposit Account Notification Agreement (Government Healthcare Receivables) with Fifth Third Bank

 

6.	Joinder Agreement for Supplemental Originators

 

7.	Second Amended and Restated Fee Letter

 

8.	Officer’s Certificate of CHS concerning the requirements of Section 6.05(b)(ii) of the Parent Credit Agreement

 

9.	Officer’s Certificate of each of the Supplemental Originators certifying as to clauses (iii) and (v) of Section 9.14(a) of the Receivables Sale Agreement

 

10.	Officer’s Certificate of the Removed Originator pursuant to Section 9.14(b) of the Receivables Sale Agreement

 

Schedules to Third Omnibus Amendment

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Document/Action

 

11.

Secretary’s Certificate certifying and attaching (i) a copy of the certificate of incorporation or formation, as amended through the date hereof, certified by the applicable Secretary of State, (ii) a copy of the operating agreement, by-laws or partnership agreement, as applicable, as amended through the date hereof, (iii) a copy of the resolutions adopted, (iv) the names and signatures of the officers authorized on its behalf to execute the agreements to be delivered by it and (v) a copy of each good standing certificate and (if principal place of business is not the same as its jurisdiction of organization) certificates of foreign qualification from the applicable Secretary of State or other official, dated as of a recent date (or, for any entity that is not a Supplemental Originator, certifying its good standing in its state of incorporation/organization, and its due qualification in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect), for each of:

 

(a)

Borrower

 

(b)

Collection Agent

 

(c)

Each of the Originators

 

(d)

CHS

 

12.

Opinion of Kirkland & Ellis LLP, counsel for the Borrower, Collection Agent, Originators (located in Delaware and Illinois), Nanticoke, CHS and Parent, as to existence and good standing, due authorization and execution, non-contravention, governmental approvals, health care issues, enforceability and creation, perfection and priority of security interests

 

13.	Opinion of Kirkland & Ellis LLP, counsel for the Borrower, Collection Agent, Originators (located in Delaware and Illinois), Nanticoke, CHS and Parent, relating to issues of “true sale” (“first step”)

 

14.	Opinion of Kirkland & Ellis LLP, counsel for the Borrower, Collection Agent, Originators (located in Delaware and Illinois), Nanticoke, CHS and Parent, relating to issues of “true sale” (“second step”)

 

15.	Opinion of in-house counsel for Borrower, Collection Agent, Originators and CHS regarding additional corporate matters

 

16.	Opinion of Polsinelli Shughart PC, health care counsel for the Borrower, Collection Agent, Originators and CHS

 

17.	Opinion of Bradley Arant Boult Cummings LLP, Alabama local counsel for each of the Originators organized in such local counsel’s jurisdiction

 

Schedules to Third Omnibus Amendment

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Document/Action

 

18.	Opinion of Bradley Arant Boult Cummings LLP, Tennesee local counsel for each of the Originators organized in such local counsel’s jurisdiction

 

19.	Opinion of Liechty & McGinnis, LLP, Texas local counsel for each of the Originators organized in such local counsel’s jurisdiction

 

20.	Results of lien searches (including UCC and tax) from each of the relevant jurisdictions, dated as of a recent date, with respect to each of the Supplemental Originators

 

21.

Forms of UCC-1 Financing Statements (and UCC-3 Financing Statements as necessary) naming each Supplemental Originator, as debtor/seller, CHS, as secured party/purchaser, Borrower, as Assignee, and CA-CIB, as Administrative Agent, as assignee of Borrower, which forms shall be filed on or prior to the Amendment Effective Date

 

22.

Forms of financing statements necessary to terminate or amend any financing statements filed in connection with the Parent Credit Agreement or any secured indenture covering the Receivables, Related Security or Collections previously filed against CHS, any Existing Originator and any Supplemental Originator in such Person’s jurisdiction of organization, which forms shall be filed on or prior to the Amendment Effective Date

 

23.	Approval of Parent Credit Agreement Administrative Agent under Section 6.05(b)(ii) of the Parent Credit Agreement

 

24.	Bill of Sale between Borrower to CHS relating to receivables associated with Nanticoke Hospital Company, LLC

 

25.	Bill of Sale between CHS and Nanticoke Hospital Company, LLC relating to receivables associated with Nanticoke Hospital Company, LLC

 

26.	Delivery of the most recent monthly report on or before March 20, 2014 with respect to the February 2014 collection period

 

27.	Funding Request, dated March 28, 2014 (or such later date and at such later time than as provided in the Receivables Loan Agreement as may be approved by each Lender, in its respective sole discretion)

 

28.	Second Amended and Restated Administrative Agent Fee Letter

 

29.	Payment of fees and expenses

 

Schedules to Third Omnibus Amendment

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Annex A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of [            ], is made by each of the persons listed on Annex I hereto affiliated with CHS/Community Health Systems, Inc. (each a “Supplemental Originator” and, jointly and severally, the “Supplemental Originators”), and Community Health Systems Professional Services Corporation, as Collection Agent and Authorized Representative, and acknowledged and agreed by CHS/Community Health Systems, Inc., as Buyer, and Credit Agricole Corporate and Investment Bank, as Administrative Agent, and delivered pursuant to Section 9.14(a) of the Receivables Sale Agreement, dated as of March 21, 2012, by Community Health Professional Services Corporation, as Collection Agent and Authorized Representative, CHS/Community Health Systems, Inc., as Buyer, and the Originators party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Receivables Sale Agreement.

PRELIMINARY STATEMENTS:

WHEREAS, the parties to this Joinder Agreement wish to add the Supplemental Originators to the Receivables Sale Agreement in the manner hereinafter set forth; and

WHEREAS, this Joinder Agreement is entered into pursuant to Section 9.14(a) of the Receivables Sale Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

By executing and delivering this Joinder Agreement, each Supplemental Originator, agrees to become, and upon satisfaction of the conditions precedent contained in Section 9.14(a) of the Receivables Sale Agreement, does hereby become a party to the Receivables Sale Agreement as an Originator thereunder on the date hereof with the same force and effect as if originally named as an Originator thereunder as of the date hereof. In furtherance of and without limiting the generality of the foregoing, each Supplemental Originator expressly assumes and agrees to be bound by all obligations and liabilities of an Originator thereunder, including the obligation to sell Receivables, together with all of the Related Security relating to such Receivables and all Collections with respect to and other proceeds of such Receivables, in accordance with the terms thereof.

Each of the undersigned Supplemental Originators hereby represents and warrants as to itself that, after giving effect to the supplementation of the Schedules to the Receivables Sale Agreement as contemplated hereby, each of the representations and warranties contained in Article IV (Representations and Warranties) of the Receivables Sale Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. The information set forth in Annex II hereto is hereby added to the information set forth in Schedules I, III, and V of the Receivables Sale Agreement and such Schedules shall be deemed to be supplemented by and with the information set forth in Annex II.

This Joinder Agreement shall be governed by the laws of the State of New York.

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This Joinder Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page hereof by facsimile or by electronic mail attachment in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

 

 

 

[Signature Page to Joinder Agreement]

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Acknowledged and Agreed:

 

BUYER:   CHS/COMMUNITY HEALTH SYSTEMS, INC.
By:
		Name:
		Title:

ADMINISTRATIVE AGENT:

 

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:
		Name:
		Title:

 

By:
		Name:
		Title:

 

[Signature Page to Joinder Agreement]

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ANNEX I

Supplemental Originators

 

Hospital Name		Legal Entity Name		Jurisdiction		Address

 

Annexes to Third Omnibus Amendment

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ANNEX II

Supplement to Schedules to Receivables Sale Agreement

Schedule I:

Schedule III:

Schedule V:

 

Annexes to Third Omnibus Amendment

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Annex B

SCHEDULE I

LENDERS

Commitments and Lender Groups

 

Managing Agent		Conduit Lender, if any		Committed Lender		Committed Lender Commitment
Credit Agricole Corporate and Investment Bank		Atlantic Asset Securitization LLC		Credit Agricole Corporate and Investment Bank		$	270,000,000
The Bank of Nova Scotia		Liberty Street Funding LLC		The Bank of Nova Scotia		$	180,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		Victory Receivables Corporation		The Bank of Tokyo-Mitsubishi UFJ, Ltd.		$	250,000,000

 

Annexes to Third Omnibus Amendment

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Annex C

SCHEDULE VI

SPECIFIED ORIGINATORS

 

Originator		CHS %
1.      ARMC, L.P.			87.58
2.      Augusta Hospital, LLC			88.72
3.      Blue Ridge Georgia Hospital Company, LLC			98.21
4.      Crestview Hospital Corporation			96.5192
5.      Crestwood Healthcare, L.P.			95.07
6.      Deaconess Health System, LLC			97.168
7.      Greenbrier VMC, LLC			96.0
8.      IOM Health System, L.P.			86.30
9.      Jackson, Tennessee Hospital Company, LLC			96.94
10.    Kirksville Missouri Hospital Co., LLC			88.10
11.    Lake Wales Hospital Corporation			94.7988
12.    Laredo Texas Hospital Company, L.P.			95.012
13.    Lutheran Musculoskeletal Center, LLC			60.00
14.    Mary Black Health System LLC			98.1337
15.    McKenzie-Willamette Regional Medical Center Associates, LLC			90.5
16.    Petersburg Hospital Company, LLC			99.3
17.    Piney Woods Healthcare System, L.P.			91.7823
18.    Porter Hospital, LLC			91.17
19.    Rehab Hospital of Fort Wayne General Partnership			86.30
20.    San Angelo Hospital, L.P.			94.771
21.    St. Joseph Health System LLC			86.30
22.    Sunbury Hospital Company, LLC			73.26
23.    Warsaw Health System LLC			99.07

 

Annexes to Third Omnibus Amendment

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Annex D

SCHEDULE I

ORIGINATORS

 

1.	Affinity Hospital, LLC

 

2.	Anna Hospital Corporation

 

3.	ARMC, L.P.

 

4.	Augusta Hospital, LLC

 

5.	Berwick Hospital Company, LLC

 

6.	Big Bend Hospital Corporation

 

7.	Big Spring Hospital Corporation

 

8.	Blue Ridge Georgia Hospital Company, LLC

 

9.	Bluefield Hospital Company, LLC

 

10.	Bluffton Health System LLC

 

11.	Brownwood Hospital, L.P.

 

12.	Bullhead City Hospital Corporation

 

13.	Carlsbad Medical Center, LLC

 

14.	Centre Hospital Corporation

 

15.	Cleveland Tennessee Hospital Company, LLC

 

16.	Clinton Hospital Corporation

 

17.	Coatesville Hospital Corporation

 

18.	College Station Hospital, L.P.

 

19.	Crestview Hospital Corporation

 

20.	Crestwood Healthcare, L.P.

 

21.	Deaconess Health System, LLC

 

22.	Deming Hospital Corporation

 

23.

DHSC, LLC

 

24.	Dukes Health System, LLC

 

25.	Dyersburg Hospital Corporation

 

26.	Emporia Hospital Corporation

 

27.	Evanston Hospital Corporation

 

28.	Fallbrook Hospital Corporation

 

Annexes to Third Omnibus Amendment

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29.	Foley Hospital Corporation

 

30.	Forrest City Arkansas Hospital Company, LLC

 

31.	Fort Payne Hospital Corporation

 

32.	Franklin Hospital Corporation

 

33.	Gadsden Regional Medical Center, LLC

 

34.	Galesburg Hospital Corporation

 

35.	Granbury Hospital Corporation

 

36.	Granite City Illinois Hospital Company, LLC

 

37.	Greenbrier VMC, LLC

 

38.	Greenville Hospital Corporation

 

39.	Hospital of Barstow, Inc.

 

40.	Hospital of Fulton, Inc.

 

41.	Hospital of Louisa, Inc.

 

42.	Hospital of Morristown, Inc.

 

43.	IOM Health System, L.P.

 

44.	Jackson, Tennessee Hospital Company, LLC

 

45.	Jourdanton Hospital Corporation

 

46.	Kay County Oklahoma Hospital Company, LLC

 

47.	Kirksville Missouri Hospital Company, LLC

 

48.	Lake Wales Hospital Corporation

 

49.	Lancaster Hospital Corporation

 

50.	Laredo Texas Hospital Company, L.P.

 

51.	Las Cruces Medical Center, LLC

 

52.	Lea Regional Hospital, LLC

 

53.	Lexington Hospital Corporation

 

54.	Longview Medical Center, L.P.

 

55.	Lutheran Musculoskeletal Center, LLC

 

56.	Marion Hospital Corporation

 

57.	Martin Hospital Corporation

 

58.	Mary Black Health System LLC

 

59.	McKenzie Tennessee Hospital Company, LLC

 

60.	McKenzie-Willamette Regional Medical Center Associates, LLC

 

61.	McNairy Hospital Corporation

 

62.	MCSA, L.L.C.

 

Annexes to Third Omnibus Amendment

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63.	MMC of Nevada, LLC

 

64.	Moberly Hospital Company, LLC

 

65.	National Healthcare of Leesville, Inc.

 

66.	National Healthcare of Mt. Vernon, Inc.

 

67.	National Healthcare of Newport, Inc.

 

68.	Navarro Hospital, L.P.

 

69.	Northampton Hospital Company, LLC

 

70.	Northwest Hospital, LLC

 

71.	Oak Hill Hospital Corporation

 

72.	Oro Valley Hospital, LLC

 

73.	Payson Hospital Corporation

 

74.	Petersburg Hospital Company, LLC

 

75.	Phillips Hospital Corporation

 

76.	Phoenixville Hospital Company, LLC

 

77.	Piney Woods Healthcare System, L.P.

 

78.	Porter Hospital, LLC

 

79.	Pottstown Hospital Company, LLC

 

80.	QHG of Enterprise, Inc.

 

81.	QHG of South Carolina, Inc.

 

82.	Red Bud Illinois Hospital Company, LLC

 

83.	Rehab Hospital of Fort Wayne General Partnership

 

84.	Roswell Hospital Corporation

 

85.	Ruston Louisiana Hospital Company, LLC

 

86.	Salem Hospital Corporation

 

87.	San Angelo Hospital, L.P.

 

88.	San Miguel Hospital Corporation

 

89.	Scranton Hospital Company, LLC

 

90.	Scranton Quincy Hospital Company, LLC

 

91.	Shelbyville Hospital Corporation

 

92.	Siloam Springs Arkansas Hospital Company, LLC

 

93.	Spokane Valley Washington Hospital Company, LLC

 

94.	Spokane Washington Hospital Company, LLC

 

95.	St. Joseph Health System LLC

 

96.	Sunbury Hospital Company, LLC

 

97.	Tomball Texas Hospital Company, LLC

 

Annexes to Third Omnibus Amendment

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98.	Tooele Hospital Corporation

 

99.	Victoria of Texas, L.P.

 

100.	Warren Ohio Hospital Company, LLC

 

101.	Warren Ohio Rehab Hospital Company, LLC

 

102.	Warsaw Health System LLC

 

103.	Watsonville Hospital Corporation

 

104.	Waukegan Illinois Hospital Company, LLC

 

105.	Weatherford Texas Hospital Company, LLC

 

106.	Wesley Health System LLC

 

107.	West Grove Hospital Company, LLC

 

108.	Wilkes-Barre Hospital Company, LLC

 

109.	Williamston Hospital Corporation

 

110.	Women & Children’s Hospital, LLC

 

111.	Woodward Health System, LLC

 

112.	Youngstown Ohio Hospital Company, LLC

 

Annexes to Third Omnibus Amendment

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Annex E

SCHEDULE III

LEGAL NAME, JURISDICTION OF ORGANIZATION,

ORGANIZATIONAL ID NUMBER, PRINCIPAL PLACE OF BUSINESS,

CHIEF EXECUTIVE OFFICE, LOCATION OF RECORDS AND REGISTERED NAMES

The chief executive office of each Originator is 4000 Meridian Blvd., Franklin, TN 37067.

Each Originator keeps its Records at such Originator’s principal place of business, as well as at its chief executive office.

The legal name, jurisdiction of organization, organization ID number and principal place of business for each Originator are as follows:

 

		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
1.		Affinity Hospital, LLC		DE		4023245		800 Montclair Rd, Birmingham, AL 35213
2.		Anna Hospital Corporation		IL		61552979		517 North Main Anna, IL 62906
3.		ARMC, L.P.		DE		3561898		6250 Highway 83/84 Abilene, TX 79606
4.		Augusta Hospital, LLC		DE		4180037		2260 Wrightsboro Road Augusta, GA 30904
5.		Berwick Hospital Company, LLC		DE		4447833		701 E. 16th St, Berwick, PA 18603
6.		Big Bend Hospital Corporation		TX		0145339600		2600 Highway 118 North Alpine, TX 79830
7.		Big Spring Hospital Corporation		TX		0133735500		1601 West Eleventh Place Big Spring, TX 79720
8.		Blue Ridge Georgia Hospital Company, LLC		DE		4782030		2855 Old Highway 5, North Blue Ridge, GA 30513
9.		Bluefield Hospital Company, LLC		DE		4812810		500 Cherry St, Bluefield, WV 24701

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
10.		Bluffton Health System, LLC		DE		3089523		303 S. Main Street, Bluffton, IN 46714
11.		Brownwood Hospital, L.P.		DE		2967928		1501 Burnet Dr., Brownwood, TX 76801
12.		Bullhead City Hospital Corporation		AZ		09397220		2735 Silver Creek Rd, Bullhead City, AZ 86442
13.		Carlsbad Medical Center, LLC		DE		2964276		2430 W. Pierce, Carlsbad, NM 88220
14.		Centre Hospital Corporation		AL		245-901		400 Northwood Drive Centre, AL 35960
15.		Cleveland Tennessee Hospital Company, LLC		DE		4589625		2305 Chambliss Ave, Cleveland, TN 37311
16.		Clinton Hospital Corporation		PA		3049114		24 Cree Drive Lock Haven, PA 17745
17.		Coatesville Hospital Corporation		PA		2987105		201 Reeceville Rd, Coatesville, PA 19320
18.		College Station Hospital, L.P.		DE		2967943		1604 Rock Prairie, College Station, TX 77845
19.		Crestview Hospital Corporation		FL		P93000087326		151 Redstone Ave, S.E., Crestview, FL 32539
20.		Crestwood Healthcare, L.P.		DE		2616459		One Hospital Drive SW Huntsville, AL 35801
21.		Deaconess Health System, LLC		DE		3918793		5501 N. Portland Ave, Oklahoma City, OK 73112
22.		Deming Hospital Corporation		NM		1773365		900 W. Ash Street Deming, NM 88030
23.		DHSC, LLC		DE		3973263		875 Eighth Street, N.E. (P.O. Box 805), Massillon, OH 44648
24.		Dukes Health System, LLC		DE		3575662		275 West 12th Street, Peru, IN 46970
25.		Dyersburg Hospital Corporation		TN		435828		400 Tickle St, Dyersburg, TN 38024

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
26.		Emporia Hospital Corporation		VA		0514489-4		727 N. Main St, Emporia, VA 23847
27.		Evanston Hospital Corporation		WY		1999- 000349020		190 Arrowhead Drive Evanston, WY 82930
28.		Fallbrook Hospital Corporation		DE		2921444		624 East Elder Fallbrook, CA 92028
29.		Foley Hospital Corporation		AL		208-366		1613 N. McKenzie St, Foley, AL 36535
30.		Forrest City Arkansas Hospital Company, LLC		AR		800076780		1601 Newcastle Road Forrest City, AR 72335
31.		Fort Payne Hospital Corporation		AL		245-903		200 Medical Center Drive (P.O. Box 680778), Fort Payne, AL 35968
32.		Franklin Hospital Corporation		VA		0529059-8		100 Fairview Dr., Franklin, VA 23851
33.		Gadsden Regional Medical Center, LLC		DE		4275573		1007 Goodyear Ave, Gadsden, AL 35903
34.		Galesburg Hospital Corporation		IL		63372153		695 N. Kellogg St, Galesburg, IL 61401
35.		Granbury Hospital Corporation		TX		0142527600		1310 Paluxy Rd, Granbury, TX 76048
36.		Granite City Illinois Hospital Company, LLC		IL		00585904		2100 Madison Ave, Granite City, IL 62040
37.		Greenbrier VMC, LLC		DE		3249745		202 Maplewood Ave, Ronceverte, WV 24970
38.		Greenville Hospital Corporation		AL		168-429		29 L.V. Stabler Drive Greenville, AL 36037
39.		Hospital of Barstow, Inc.		DE		2318485		820 East Mountain View Street Barstow, CA 92311
40.		Hospital of Fulton, Inc.		KY		0299733		2000 Holiday Lane (P.O. Box 866) Fulton, KY 42041
41.		Hospital of Louisa, Inc.		KY		0314079		2483 Highway 644 (P.O. Box 769) Louisa, KY 41230

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
42.		Hospital of Morristown, Inc.		TN		264618		726 McFarland St, Morristown, TN 37814
43.		IOM Health System, L.P.		IN		LP95090037		7950 W. Jefferson Blvd., Fort Wayne, IN 46804
44.		Jackson, Tennessee Hospital Company, LLC		TN		435835		367 Hospital Blvd, Jackson, TN 38305
45.		Jourdanton Hospital Corporation		TX		0800001865		1905 Hwy 97 E., Jourdanton, TX 78026
46.		Kay County Oklahoma Hospital Company, LLC		OK		3512092198		1900 North 14th Street, Ponca City, OK 74601
47.		Kirksville Missouri Hospital Co., LLC		MO		LC0043450		315 S. Osteopathy Kirksville, MO 63501
48.		Lake Wales Hospital Corporation		FL		P02000099846		410 S. 11th St, Lake Wales, FL 33853
49.		Lancaster Hospital Corporation		DE		2436981		800 W. Meeting Street, Lancaster, SC 29720
50.		Laredo Texas Hospital Company, L.P.		TX		0800237874		1700 E. Saunders, Laredo, TX 78041
51.		Las Cruces Medical Center, LLC		DE		3306969		4311 E. Lohman Ave, Las Cruces, NM 88011
52.		Lea Regional Hospital, LLC		DE		2964402		5419 N. Lovington Hwy, Hobbs, NM 88240
53.		Lexington Hospital Corporation		TN		000435830		200 West Church St. Lexington, TN 38351
54.		Longview Medical Center, L.P.		DE		2964553		2901 N. Fourth St, Longview, TX 75605
55.		Lutheran Musculoskeletal Center, LLC		DE		4463811		7952 W. Jefferson Blvd. Fort Wayne, IN 46804
56.		Marion Hospital Corporation		IL		58955876		3333 West DeYoung Marion, IL 62959
57.		Martin Hospital Corporation		TN		435833		161 Mt. Pelia Rd, Martin, TN 38237

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
58.		Mary Black Health System, LLC		DE		2623318		1700 Skylyn Dr, Spartanburg, SC 29307
59.		McKenzie Tennessee Hospital Company, LLC		DE		4455045		161 Hospital Dr. McKenzie, TN 38201
60.		McKenzie-Willamette Regional Medical Center Associates, LLC		DE		3699827		1460 G St, Springfield, OR 97477
61.		McNairy Hospital Corporation		TN		435832		705 Poplar Ave, Selmer, TN 38375
62.		MCSA, LLC		AR		100129761		700 W. Grove St, El Dorado, AR 71730
63.		MMC of Nevada, LLC		DE		3540578		1299 Bertha Howe Avenue Mesquite, NV 89027
64.		Moberly Hospital Company, LLC		DE		4447851		1515 Union Ave, Moberly, MO 65270
65.		National Healthcare of Leesville, Inc.		DE		2101020		1020 Fertitta Blvd, Leesville, LA 71446
66.		National Healthcare of Mt. Vernon, Inc.		DE		2063507		#8 Doctor’s Park Rd, Mt. Vernon, IL 62864
67.		National Healthcare of Newport, Inc.		DE		2062708		1205 McLain Newport, AR 72112
68.		Navarro Hospital, L.P.		DE		2964396		3201 W. Hwy 22, Corsicanna, TX 75110
69.		Northampton Hospital Company, LLC		DE		4442353		250 S. 21st, Easton, PA 18042
70.		Northwest Hospital, LLC		DE		2964436		6200 N. LaCholla Blvd, Tucson, AZ 85741
71.		Oak Hill Hospital Corporation		WV		46241		430 Main Street Oak Hill, WV 25901
72.		Oro Valley Hospital, LLC		DE		3575660		1551 E. Tangerine Rd, Oro Valley, AZ 85755
73.		Payson Hospital Corporation		AZ		08080240		807 S. Ponderosa, Payson, AZ 85541
74.		Petersburg Hospital Company, LLC		VA		S096843-0		200 Medical Park Blvd, Petersburg, VA 23805

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
75.		Phillips Hospital Corporation		AR		100208457		1801 Martin Luther King Drive (P.O. Box 788), Helena, AR 72342
76.		Phoenixville Hospital Company, LLC		DE		3796044		140 Nutt Rd, Phoenixville, PA 19460
77.		Piney Woods Healthcare System, L.P.		DE		2964618		505 S. John Redditt Dr, Lufkin, TX 75904
78.		Porter Hospital, LLC		DE		4296736		814 LaPorte Avenue, Valparaiso, IN 46383
79.		Pottstown Hospital Company, LLC		DE		3657514		1600 E. High St, Pottstown, PA 19464
80.		QHG of Enterprise, Inc.		AL		176-166		400 N. Edwards St, Enterprise, AL 36330
81.		QHG of South Carolina, Inc		SC		N/A		805 Pamplico Highway, Florence, SC 29505, and 2829 E Hwy 76, Mullins, SC 295741
82.		Red Bud Illinois Hospital Company, LLC		IL		00556424		325 Spring Street Red Bud, IL 62278
83.		Rehab Hospital of Fort Wayne General Partnership		DE		N/A		7970 West Jefferson Blvd., Fort Wayne, IN 46804
84.		Roswell Hospital Corporation		NM		1913540		405 West Country Club Road, Roswell, NM 88201
85.		Ruston Louisiana Hospital Company, LLC		DE		4270657		401 E. Vaughn Ave, Ruston, LA 71270
86.		Salem Hospital Corporation		NJ		0100863665		310 Woodstown Road Salem, NJ 08079
87.		San Angelo Hospital, L.P.		DE		2964591		3501 Knickerbocker Rd, San Angelo, TX 76904

 

1	These addresses represent the physical location of Carolinas Health System and Marion Regional Hospital, respectively. Records for Receivables are kept separately for each hospital at each of their respective physical locations.

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
88.		San Miguel Hospital Corporation		NM		2027670		104 Legion Dr, Las Vegas, NM 87701
89.		Scranton Hospital Company, LLC		DE		4927796		746 Jefferson Avenue, Scranton, PA 18510
90.		Scranton Quincy Hospital Company, LLC		DE		5005530		700 Quincy Ave. Scranton, PA 18510
91.		Shelbyville Hospital Corporation		TN		494640		2835 Hwy 231 N., Shelbyville, TN 37160
92.		Siloam Springs Arkansas Hospital Company, LLC		DE		4617628		205 E. Jefferson St, Siloam Springs, AR 72761
93.		Spokane Valley Washington Hospital Company, LLC		DE		4447178		12606 East Mission Avenue, Spokane Valley, WA 99216
94.		Spokane Washington Hospital Company, LLC		DE		4436798		800 W. 5th Avenue, Spokane, WA 99204
95.		St. Joseph Health System, LLC		DE		2909376		700 Broadway, Fort Wayne, IN 46802
96.		Sunbury Hospital Company, LLC		DE		4442354		350 N. Eleventh Street (P. O. Box 737), Sunbury, PA 17801
97.		Tomball Texas Hospital Company, LLC		DE		5017131		605 Holderrieth, Tomball, TX 77375
98.		Tooele Hospital Corporation		UT		1424668- 0142		2055 N. Main, Tooele, UT 84074
99.		Victoria of Texas, L.P.		DE		2949026		101 Medical Dr, Victoria, TX 77904, and 506 E. San Antonio St., Victoria, TX 779012
100.		Warren Ohio Hospital Company, LLC		DE		4856127		1350 E. Market St., Warren, OH 44484

 

2	These addresses represent the physical location of DeTar Hospital North, and DeTar Hospital Navarro, respectively. [Records for Receivables are kept separately for each hospital at each of their respective physical locations.]

 

Annexes to Third Omnibus Amendment

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		Legal Name		Jurisdiction of Organization		Organization ID #		Principal Place of Business
101.		Warren Ohio Rehab Hospital Company, LLC		DE		4856131		8747 Squires Lane Northeast, Warren, OH 44484
102.		Warsaw Health System, LLC		DE		2987604		2101 East DuBois Drive, Warsaw, IN 46580
103.		Watsonville Hospital Corporation		DE		2872860		75 Nielson Street Watsonville, CA 95076
104.		Waukegan Illinois Hospital Company, LLC		IL		01715232		1324 N. Sheridan Rd, Waukegan, IL 60085, and 2615 Washington Street, Waukegan, IL 600853
105.		Weatherford Texas Hospital Company, LLC		TX		800718224		713 E. Anderson Street, Weatherford, TX 76086
106.		Wesley Health System, LLC		DE		2770969		5001 Hardy St, Hattiesburg, MS 39402
107.		West Grove Hospital Company, LLC		DE		4442356		1015 W. Baltimore Pike, West Grove, PA 19390
108.		Wilkes-Barre Hospital Company, LLC		DE		4617619		575 North River Street, Wilkes-Barre, PA 18764
109.		Williamston Hospital Corporation		NC		0466901		310 S. McCaskey Road Williamston, NC 27892
110.		Women & Children’s Hospital, LLC		DE		2964655		4200 Nelson Rd, Lake Charles, LA 70605
111.		Woodward Health System, LLC		DE		2964411		900 17th Street Woodward, OK 73801
112.		Youngstown Ohio Hospital Company, LLC		DE		4848328		500 Gypsy Lane, Youngstown, OH 44501

 

3	These addresses represent the physical location of Vista Medical Center and Vista Medical Center West, respectively. [Records for Receivables are kept separately for each hospital at each of their respective physical locations.]

 

Annexes to Third Omnibus Amendment

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All currently registered trade names, fictitious names, assumed names or “doing business as” names or other names under which it is doing business for each Originator are set forth on the following table:

 

				Parties		Names
	1.			Affinity Hospital, LLC		- Montclair Baptist Medical Center - Lab First - Trinity Medical Center
	2.			Anna Hospital Corporation		- Union County Hospital - Union County Hospital Long Term Care - Convenient Care Clinic
	3.			ARMC, L.P.		- David M. Collins WellHealth Center - ARMC-Surgery Center - Abilene Regional Medical Center
	4.			Augusta Hospital, LLC		- Premier Care of Augusta - Trinity Hospital of Augusta
	5.			Berwick Hospital Company, LLC		- Berwick Hospital Center - Berwick Recovery Systems - Berwick Retirement Village Nursing Home - Berwick Family Medicine and Obstetrics - Berwick Hospital CRNA Group - Berwick Orthopedics
	6.			Big Bend Hospital Corporation		- Big Bend Regional Medical Center - Big Bend Regional Medical Center Home Health Agency - Alpine Rural Health Clinic - Presidio Rural Health Clinic - Marfa Rural Health Clinic - All five d/b/a filed w/county of residence for Registered Agent
	7.			Big Spring Hospital Corporation		- Scenic Mountain Medical Center
	8.			Blue Ridge Georgia Hospital Company, LLC		- Fannin Regional Hospital - Fannin Regional M.O.B - Tri-County Diagnostic Center - Medical Specialities of Ellijay
	9.			Bluefield Hospital Company, LLC		- Bluefield Regional Medical Center
	10.			Bluffton Health System LLC		- Bluffton Regional Medical Center - Wells Community Hospital - Caylor-Nickel Medical Center
	11.			Brownwood Hospital, L.P.		- Brownwood Regional Medical Center - Brownwood Regional Rehab and Fitness Zone - Brownwood Surgery Center - Brownwood Regional Medical Center—Geriatric Psychiatric Unit - Brownwood Regional Medical Center—Skilled Nursing Facility - Brownwood Regional Medical Center—Rehab Unit - One Source Health Center—San Saba - One Source Health Center—Early - One Source Health Center—Lake Brownwood - One Source Health Center—Comanche - One Source Health Center—Cross Plains - One Source Health Center—Rising Star - Brownwood Regional Medical Center Outpatient Imaging and Breast Center

 

Annexes to Third Omnibus Amendment

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		Parties		Names
12.		Bullhead City Hospital Corporation		- Western Arizona Regional Medical Center - W.A.R.M.C. Imaging Center - W.A.R.M.C. Outpatient Rehabilitation Center
13.		Carlsbad Medical Center, LLC		- Carlsbad Medical Center
14.		Centre Hospital Corporation		- Cherokee Medical Center
15.		CHS Receivables Funding, LLC		N/A
16.		CHS/Community Health Systems, Inc.		N/A
17.		Cleveland Tennessee Hospital Company, LLC		- SkyRidge Medical Center - SkyRidge Medical Center Westside Campus - Pine Ridge Treatment Center
18.		Clinton Hospital Corporation		- Lock Haven Hospital - Haven Skilled Rehabilitation and Nursing - Haven Wound Care Clinic, an Affiliate of Lock Haven Hospital - Haven Diagnostic Sleep Lab - Haven Occupational Health - Haven Medical Center
19.		Coatesville Hospital Corporation		- Brandywine Hospital - Brandywine Health System - Brandywine School of Nursing - Brandywine Hospital Home Health - Brandywine Hospital Hospice - Brandywine Hospital Women’s Health-New Garden - Brandywine Hospital Cardiothoracic Surgery - Brandywine Behavioral Health Pavilion
20.		College Station Hospital, L.P.		- College Station Medical Center - The Heart Institute at College Station Medical Center - College Station Orthopaedic Center
21.		Community Health Systems Professional Services Corporation		- CHS Professional Services Corporation (AL) - Community Health Systems PSC, Inc. (WA) - Trademark: Community Health Systems, (TN) - CH Aviation (TN)
22.		Crestview Hospital Corporation		- North Okaloosa Medical Center - Hospitalist Services of Okaloosa County - Bluewater Bay Medical Center - North Okaloosa Medical Center—Transitional Care Unit - Gateway Medical Clinic - Gateway Medical Clinic—Laurel Hill - Baker Clinic - Baker Medical Clinic - Gateway Medical Clinic—Baker - North Okaloosa Medical Center Surgery Center
23.		Crestwood Healthcare, L.P.		- Crestwood Medical Center - Columbia Homecare Huntsville - Columbia Medical Center of Huntsville
24.		Deaconess Health System, LLC		- Deaconess Hospital - Deaconess Surgery Center - Deaconess Wound Care North & South - Deaconess Outreach Services

 

Annexes to Third Omnibus Amendment

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				Parties		Names
	25.			Deming Hospital Corporation		- Mimbres Valley Home Health - Mimbres Valley Hospice - Mimbres Valley Home Health & Hospice - Mountain View Home Health
	26.			DHSC, LLC		- Affinity Medical Center - Affinity Medical Center—Massillon Campus - MCH Occupational Health - Doctors Hospital of Stark County - Affinity Medical Center—Doctors Campus
	27.			Dukes Health System, LLC		- Dukes Memorial Hospital
	28.			Dyersburg Hospital Corporation		- Dyersburg Regional Medical Center - Riverside Surgery Center
	29.			Emporia Hospital Corporation		- Greensville Memorial Hospital - Southern Virginia Regional Medical Center - South Central Virginia Pain Center - Southern Virginia Pain Management Center - Southern Virginia CompCare
	30.			Evanston Hospital Corporation		- Evanston Regional Hospital - Evanston Regional Hospital Home Care - Evanston Dialysis Center - Uinta Family Practice - Evanston Regional Hospice
	31.			Fallbrook Hospital Corporation		- Fallbrook Hospital - Fallbrook Hospital Skilled Nursing - Center for Advanced Sinus Care at Fallbrook Hospital - Center for Advanced Orthopedic Care at Fallbrook Hospital
	32.			Foley Hospital Corporation		- South Baldwin Regional Medical Center - South Baldwin Regional Home Health
	33.			Forrest City Arkansas Hospital Company, LLC		- Forrest City Medical Center - Forrest City Emergency Medicine Associates
	34.			Fort Payne Hospital Corporation		- DeKalb Regional Medical Center
	35.			Franklin Hospital Corporation		- Southampton Memorial Hospital - New Outlook - Southampton Memorial Hospital Skilled Nursing Facility - Southampton Memorial Hospital East Pavilion Nursing Facility - Southampton Primary Care - Southampton Surgical Group - Boykins Family Practice
	36.			Gadsden Regional Medical Center, LLC		- Gadsden Regional Medical Center
	37.			Galesburg Hospital Corporation		- Galesburg Cottage Hospital - Galesburg Cottage Hospital Skilled Nursing Unit; - Galesburg Emergency Physicians Associates - Galesburg Nurse Anesthetists Associates
	38.			Granbury Hospital Corporation		- Lake Granbury Medical Center - Lake Granbury Home Health - Lake Granbury Sleep Disorders Center - Lake Granbury Open MRI - Lake Granbury Physical Therapy - Lake Granbury Fitness - Lake Granbury Imaging Center

 

Annexes to Third Omnibus Amendment

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				Parties						Names
	39.			Granite City Illinois Hospital Company, LLC						- Gateway Regional Medical Center - Gateway Regional Medical Center Occupational Health - Gateway Regional Medical Center Outpatient Pharmacy - Gateway Pharmacy
	40.			Greenbrier VMC, LLC						- Greenbrier Valley Medical Center - Greenbrier Valley Anesthesia - Greenbrier Thoracic and Vascular Surgery - Jefferson Cardiology and Internal Medicine
	41.			Greenville Hospital Corporation						- L.V. Stabler Memorial Hospital - L.V. Stabler Memorial Home Health
	42.			Hospital of Barstow, Inc.						- Barstow Community Hospital
	43.			Hospital of Fulton, Inc.						- Orthopedics of Southwest Kentucky - South Fulton Family Clinic - Tri-Cities EMS; Parkway Orthopedics and Spine
	44.			Hospital of Louisa, Inc.						- Three Rivers Medical Center
	45.			Hospital of Morristown, Inc.						- Lakeway Regional Hospital - Morristown Professional Building - Lakeway Regional Women’s Imaging Center
	46.			IOM Health System, L.P.						- Lutheran Hospital of Indiana - Lutheran Heart Center - Lutheran Hospital Neurospine Center
	47.			Jackson, Tennessee Hospital Company, LLC						- Regional Hospital of Jackson - Sleep Diagnostics of Jackson
	48.			Jourdanton Hospital Corporation						- South Texas Home Health - South Texas Regional Anesthesia
	49.			Kay County Oklahoma Hospital Company, LLC						- Ponca City Medical Center
	50.			Kirksville Missouri Hospital Company, LLC						- Northeast Regional Medical Center - Northeast Home Health Services - Northeast Regional Health and Fitness Center - Northeast Regional Health System - Family Health Center of Edina - A.T. Still Rehabilitation Center - Missouri’s Choice Home Care - Northeast Regional Heart Center - Northeast Regional Vein Center - Northeast Regional Medical Group
	51.			Lake Wales Hospital Corporation						- Lake Wales Medical Center
	52.			Lancaster Hospital Corporation						- Springs Memorial Hospital - Lancaster Recovery Center - Kershaw Family Medicine Center - Springs Business Health Services - Lancaster Rehabilitation - Springs Wound Treatment Center - Springs Healthcare - Rock Hill Rehabilitation - Lancaster County

 

Annexes to Third Omnibus Amendment

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		Parties		Names
53.		Laredo Texas Hospital Company, L.P.		- Laredo Medical Center - LMC Outpatient Diagnostic Center - LMC Lamar Bruni Vergara Rehabilitation Center - LMC Child Care Center - LMC Outpatient Diagnostic Center—South - Zapata Minor Care Center - Zapata EMS - Zapata Medical Center - LMC Surgery and Diagnostic Center - LMC North - Hebbronville Family Care Center
54.		Las Cruces Medical Center, LLC		- Mountain View Family Wellness Center
55.		Lea Regional Hospital, LLC		- Lea Regional Medical Canter
56.		Lexington Hospital Corporation		- Henderson County Community Hospital - Henderson County ER Group - Henderson County Medical Group RHC - Lexington Family Physicians RHC
57.		Longview Medical Center, L.P.		- Longview Regional Medical Center - Longview Regional Medical Park Imaging Center - The Heart and Vascular Institute of Longview - The Heart and Vascular Institute of Longview Regional - The Vein Center of Longview Regional - Longview Regional Quickcare - Family Care by Longview Regional
58.		Lutheran Musculoskeletal Center, LLC		- The Orthopaedic Hospital of Lutheran Health Network
59.		Marion Hospital Corporation		- Heartland Regional Medical Center - Heartland Regional Medical Center Home Health Agency
60.		Martin Hospital Corporation		- Volunteer Community Hospital
61.		Mary Black Health System, LLC		- Mary Black Memorial Hospital
62.		McKenzie Tennessee Hospital Company, LLC		- McKenzie Regional Hospital
63.		McKenzie-Willamette Regional Medical Center Associates, LLC		- McKenzie-Willamette Medical Center - McKenzie Heart Center - McKenzie Heart - Lung and Vascular Center, - McKenzie Wound Center - McKenzie Cardiac Rehabilitation
64.		McNairy Hospital Corporation		- McNairy Regional Hospital - Medical Associates of McNairy Regional Hospital
65.		MCSA, L.L.C.		- Medical Center of South Arkansas
66.		MMC of Nevada, LLC		- Mesa View Regional Hospital
67.		Moberly Hospital Company, LLC		- Moberly Regional Medical Center, - Moberly Rural Health Clinic
68.		National Healthcare of Leesville, Inc.		- Byrd Regional Hospital - Memorial Hospital - Leesville Diagnostic Center - Byrd Regional Hospital Outpatient Surgery Center
69.		National Healthcare of Mt. Vernon, Inc.		- Crossroads Community Hospital

 

Annexes to Third Omnibus Amendment

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		Parties		Names
70.		National Healthcare of Newport, Inc.		- Harris Hospital - Nightengale Home Health Agency - Harris Anesthesia Associates
71.		Navarro Hospital, L.P.		- Navarro Regional Hospital
72.		Northampton Hospital Company, LLC		- Easton Hospital - Outlook House - Easton Hospital Imaging
73.		Northwest Hospital, LLC		- Northwest Medical Center - The Women’s Health Center at Northwest Medical Center - La Cholla Day Surgery at Northwest Medical Center - La Paloma Urgent Care - Healthy Beginnings - The Wound Care Center at Northwest - Continental Reserve Urgent Care - Northwest Urgent Care at Duval Mine Road - Northwest Urgent Care at Orange Grove - Northwest Balance Therapy Center
74.		Oak Hill Hospital Corporation		- Plateau Medical Center
75.		Oro Valley Hospital, LLC		- Oro Valley Hospital - Northwest Vein Center at Oro Valley Hospital - The Sleep Centers of Oro Valley Hospital
76.		Payson Hospital Corporation		- Payson Regional Medical Center; - Payson Regional Medical Center Outpatient Treatment Center
77.		Petersburg Hospital Company, LLC		- Southside Regional Medical Center - Southside Regional Medical Center—Renal Services - Southside Rehabilitation Services - Southside Behavioral Health Services - Southside Industrial Medicine - Southside Regional Medical Center School of Nursing - Southside Regional Medical Center School of Radiation Sciences - Southside Regional Medical Center Professional Schools
78.		Phillips Hospital Corporation		- Helena Regional Medical Center - Helena Regional Medical Center Home Health Agency - Marvell Medical Clinic - Helena Surgical, P.A.
79.		Phoenixville Hospital Company, LLC		- Phoenixville Hospital - Phoenixville Hospital Therapy & Fitness - Limerick Medical Center - Cardiothoracic Surgical Specialists - The Surgery Center of the Main Line - Blue Bell Surgery Center - Surgery Center at Limerick
80.		Piney Woods Healthcare System L.P.		- Woodland Heights Medical Center - The Surgery at Center at Gaslight Medical Park - PW Healthcare System, L.P. - Gaslight Imaging Center

 

Annexes to Third Omnibus Amendment

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		Parties		Names
81.		Porter Hospital, LLC		- Porter, DeMotte Medical Center - Porter, Valparaiso Hospital - Porter, Portage Hospital - Porter, Valparaiso Outpatient Center - Porter, Chesterton Medical Center - Porter, Valparaiso Therapy Services - Porter, Hebron Medical Center - Porter, Glendale Medical Center - Porter, Northwest Indiana PET/CT Center - Porter, Portage Outpatient Center - Endo Labs at Porter; Shoreline Surgery Center - Porter Regional Hospital - Porter Regional Hospital Health at Work
82.		Pottstown Hospital Company, LLC		- Pottstown Memorial Medical Center - Pottstown Memorial Medical Center Transitional Care Unit - Pottstown Memorial Medical Center Renal Care Unit - Tri-County Medical Laboratory - Schuylkill Valley Health System - Pottstown Obstetrical Associates; - Pottstown Oncology Associates
83.		QHG of Enterprise, Inc.		- Medical Center Enterprise
84.		QHG of South Carolina, Inc.		- Carolinas Rehabilitation Hospital - Carolinas Hospital System; - Physicians’ Surgery Center of Florence - Carolinas Hospital System—Marion - Mullins Nursing Center - Carolinas Neurology - Carolinas Oncology
85.		Red Bud Illinois Hospital Company, LLC		- Red Bud Regional Hospital - Older Adult Health Center - Red Bud Regional Care - Red Bud Health Clinic
86.		Rehab Hospital of Fort Wayne General Partnership		N/A
87.		Roswell Hospital Corporation		- Eastern New Mexico Medical Center
88.		Ruston Louisiana Hospital Company, LLC		- Northern Louisiana Medical Center - Northern Louisiana Oncology Associates
89.		Salem Hospital Corporation		- The Memorial Hospital of Salem County - Salem Medical Center - South Jersey Physical Therapy and Back Rehabilitation Center - Beckett Diagnostic Center - Salem Medical Imaging - Salem Surgical Weight Loss Center - Salem Physical Therapy and Rehabilitation
90.		San Angelo Hospital, L.P.		- San Angelo Community Medical Center - Community Surgery Center
91.		San Miguel Hospital Corporation		- Alia Vista Regional Hospital

 

Annexes to Third Omnibus Amendment

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		Parties		Names
92.		Scranton Hospital Company, LLC		- Commonwealth Healthcare Network - Commonwealth Health Network - Commonwealth Health System - Commonwealth Health Plan - Regional Hospital of Scranton - Regional Hospital Surgery Center
93.		Scranton Quincy Hospital Company, LLC		- Moses Taylor Hospital - Moses Taylor Apothecary - Commonwealth Health Carbondale Outpatient Center - Advanced Imaging Specialists
94.		Shelbyville Hospital Corporation		- Heritage Medical Center
95.		Siloam Springs Arkansas Hospital Company, LLC		- Siloam Springs Memorial Hospital
96.		Spokane Valley Washington Hospital Company, LLC		- Valley Hospital
97.		Spokane Washington Hospital Company, LLC		- Deaconess Hospital
98.		St. Joseph Health System LLC		- St. Joseph Hospital - Dupont Ambulatory Surgery Center - Northeast Indiana Rehabilitation Institute
99.		Sunbury Hospital Company, LLC		- Sunbury Community Hospital - Sunbury Community Hospital Behavioral Health
100.		Tomball Texas Hospital Company, LLC		- Tomball Regional Medical Center - Texas Sports Medicine Center - Tomball Regional Cancer Center - Tomball Regional Heart and Vascular Center - Tomball Regional Surgery Center - Tomball Regional Skilled Nursing - Tomball Regional Medical Center Spring Creek Imaging
101.		Tooele Hospital Corporation		- Mountain West Medical Center - Mountain West Ambulance Service - Mountain West Medical Center Physical Therapy and Wellness Center - Mountain West Private Care Agency
102.		Victoria of Texas, L.P.		- DeTar Hospital - DeTar Hospital Navarro - DeTar Hospital North; - DeTar Healthcare System - DeTar Hospital After Hours Center
103.		Warren Ohio Hospital Company, LLC		- TMH Center for Rehabilitation - TMH Diagnostic Center - TMH Center for Radiology - TMH Center for Surgery - Trumbull Memorial Hospital - Trumbull Memorial Hospital Cancer Care Center - TMH Sleep Center
104.		Warren Ohio Rehab Hospital Company, LLC		- Hillside Rehabilitation Hospital

 

Annexes to Third Omnibus Amendment

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		Parties		Names
105.		Warsaw Health System LLC		- Walnut Street Family Healthcare - Provident Family Healthcare - Center of Hope - Warsaw Surgical Specialties - Sessa Family Medicine - North Webster Medical Clinic - Northern Lakes Family Medicine - Mentone Family Medicine - Pierceton Community Health Clinic - Pediatric Healthcare - Akron Family Medicine - Higbee Street Healthcare - Kosciusko Community Hospital - The Center of Hope Cancer Center - Northern Lakes Internal Medicine
106.		Watsonville Hospital Corporation		- Watsonville Community Hospital - The Monterey Bay Wound Treatment Center - Monterey Bay Senior Clinic; Monterey Bay Diabetes Center - Acclaim Urgent Care
107.		Waukegan Illinois Hospital Company, LLC		- Vista Medical Center East - Vista Medical Center West - Lindenhurst Surgery Center - Vista Treatment Center - Vista MRl Institute - Vista Imaging Center - Vista Physical Medicine & Rehab - Vista Work Power Center - Vista Health System - Lindenhurst Free Standing Emergency Center
108.		Weatherford Texas Hospital Company, LLC		- Weatherford Regional Medical Center
109.		Wesley Health System LLC		- Wesley Medical Center
110.		West Grove Hospital Company, LLC		- Jennersville Regional Hospital - HealthTech - Jennersville Pediatrics - Jennersville OB Associates - Home Health of Brandywine; - Hospice of Brandywine
111.		Wilkes-Barre Hospital Company, LLC		- Wilkes-Barre General Hospital - Commonwealth Health Laboratory Services - Commonwealth Health School of Nurse Anesthesia - Center for Same Day Surgery at Wilkes-Barre General Hospital - Center for Diagnostic Imaging; Center for Advanced Surgery - Wellspring - Wilkes-Barre General Hospital Sleep Disorder Center - Center for Advanced Rehabilitation
112.		Williamston Hospital Corporation		- Martin General Hospital - Northeastern Primary Care Group - University Family Medicine Center - Roanoke Women’s Healthcare - Martin General Health System
113.		Women & Children’s Hospital, LLC		- Lake Area Medical Center

 

Annexes to Third Omnibus Amendment

---

				Parties		Names
	114.			Woodward Health System, LLC		- Woodward Regional Hospital - Woodward Rehab - Woodward Works
	115.			Youngstown Ohio Hospital Company, LLC		- Northside Medical Center - Austintown Rehabilitation Services - Center for Breast Health - ValleyCare Health System (OH and PA) - ValleyCare Health System of Ohio (OH and PA) - Austintown Imaging Center - MRI at Northside Medical Center

 

Annexes to Third Omnibus Amendment

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Annex F

SCHEDULE V

SPECIFIED ORIGINATORS

 

				Originator		CHS %
	1.			ARMC, L.P.			87.56
	2.			Augusta Hospital, LLC			88.72
	3.			Blue Ridge Georgia Hospital Company, LLC			98.21
	4.			Crestview Hospital Corporation			96.5192
	5.			Crestwood Healthcare, L.P.			95.07
	6.			Deaconess Health System, LLC			97.168
	7.			Greenbrier VMC, LLC			96.0
	8.			IOM Health System, L.P.			86.30
	9.			Jackson, Tennessee Hospital Company, LLC			96.94
	10.			Kirksville Missouri Hospital Co., LLC			88.10
	11.			Lake Wales Hospital Corporation			94.7988
	12.			Laredo Texas Hospital Company, L.P.			95.012
	13.			Lutheran Musculoskeletal Center, LLC			60.00
	14.			Mary Black Health System LLC			98.1337
	15.			McKenzie-Willamette Regional Medical Center Associates, LLC			90.5
	16.			Petersburg Hospital Company, LLC			99.3
	17.			Piney Woods Healthcare System, L.P.			91.7823
	18.			Porter Hospital, LLC			91.17
	19.			Rehab Hospital of Fort Wayne General Partnership			86.30
	20.			San Angelo Hospital, L.P.			94.771
	21.			St. Joseph Health System LLC			86.30
	22.			Sunbury Hospital Company, LLC			73.26
	23.			Warsaw Health System LLC			99.07

 

Annexes to Third Omnibus Amendment

Exhibit 99.1

 

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES

AMENDMENTS TO ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

TO INCREASE AVAILABILITY TO $700 MILLION

FRANKLIN, Tenn. (March 31, 2014) — Community Health Systems, Inc. (the “Company”) (NYSE: CYH) announced today that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (“CHS”), and certain of CHS’ subsidiaries have entered into amendments to its accounts receivable securitization program (the “Receivables Facility”) with a group of conduit lenders and liquidity banks (the “Lenders”) that increase the size of the Receivables Facility from $500 million to $700 million. Crédit Agricole Corporate and Investment Bank will continue to serve as managing agent and the administrative agent and The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd. will also continue to serve as managing agents. During the term of the Receivables Facility, these subsidiaries of CHS, including additional subsidiaries that were not previously a party to the Receivables Facility, sell certain of their existing and future accounts receivable (the “Receivables”) to CHS, which then sells or contributes the Receivables to CHS Receivables Funding, LLC, a bankruptcy-remote, special-purpose limited liability company. CHS Receivables Funding, LLC in turn grants security interests in the Receivables to Crédit Agricole Corporate and Investment Bank in exchange for borrowings from the Lenders of up to $700 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. Unless earlier terminated or subsequently extended pursuant to its terms, the Receivables Facility will expire on March 21, 2016, subject to customary termination events that could cause an early termination date.

The amendment to the Receivables Facility will be more fully described in, and the principal agreements amending the program will be filed as exhibits to, a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the Company currently owns, leases or operates 206 affiliated hospitals in 29 states with an aggregate of approximately 31,000 licensed beds. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

Forward-Looking Statements

Statements contained in this press release regarding our financing arrangements, their impact on the Company, and other events may include forward-looking statements that involve risks and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contact:		W. Larry Cash President of Financial Services and Chief Financial Officer (615) 465-7000

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