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

Date of Report (date of earliest event reported): February 27, 2018 (February 26, 2018)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-15925		13-3893191
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS 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:

 

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On February 26, 2018, Community Health Systems, Inc. (the “Company”) and its wholly-owned subsidiary CHS/Community Health Systems, Inc. (the “Borrower”) entered into the Amendment No. 3 (the “Agreement”), among the Company, the Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent (the “Agent”), to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012 and January 27, 2014, and as further amended as of March 9, 2015, May 18, 2015, December 5, 2016 and May 30, 2017 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company, the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto, and the Agent.

The Credit Agreement was amended by the Agreement, with requisite revolving lender approval, to remove the EBITDA to interest expense ratio financial covenant, to replace the senior secured net debt to EBITDA ratio financial covenant with a first lien net debt to EBITDA ratio financial covenant, and to reduce the extended revolving credit commitments to $650 million (for a total of $840 million in revolving credit commitments when combined with the non-extended portion of the revolving credit facility). The new financial covenant provides for a maximum first lien net debt to EBITDA ratio of 5.25 to 1.0, reducing to 5.0 to 1.0 on July 1, 2018, 4.75 to 1.0 on January 1, 2019, 4.5 to 1.0 on January 1, 2020, and 4.25 to 1.0 on July 1, 2020. In addition, the Borrower agreed pursuant to the Agreement to modify its ability to retain asset sale proceeds, and instead to apply them to prepayments of term loans based on pro forma first lien leverage. To the extent the ratio of first lien net debt to EBITDA is greater than or equal to 4.5 to 1.0, 100% of net cash proceeds of asset sales will be applied to prepay term loans; to the extent the first lien leverage ratio is less than 4.5 to 1.0 but greater than or equal to 4.0 to 1.0, 50% of such proceeds will be applied to prepay term loans; and to the extent the first lien leverage ratio is less than 4.0 to 1.0, there will be no requirement to prepay term loans with such proceeds. These ratios will be determined on a pro forma basis giving appropriate effect to the relevant asset sales and corresponding prepayments of term loans.

The foregoing summary of the 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 Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.03.

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

The information set forth in Item 1.01 above is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

 

10.1		Amendment No. 3, dated as of February  26, 2018, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent.

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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 hereunto duly authorized.

 

Date: February 27, 2018						COMMUNITY HEALTH SYSTEMS, INC.             (Registrant)
						By:		/s/ Wayne T. Smith
								Wayne T. Smith Chairman of the Board and Chief Executive Officer (principal executive officer)

Exhibit 10.1

 

 

 

AMENDMENT NO. 3

dated as of

February 26, 2018,

among

CHS/COMMUNITY HEALTH SYSTEMS, INC.,

COMMUNITY HEALTH SYSTEMS, INC.,

THE LENDERS PARTY HERETO

and

CREDIT SUISSE AG,

as Administrative Agent

 

 

CREDIT SUISSE SECURITIES (USA) LLC,

CITIGROUP GLOBAL MARKETS INC.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers,

CREDIT SUISSE SECURITIES (USA) LLC,

CITIGROUP GLOBAL MARKETS INC.,

JPMORGAN CHASE BANK, N.A.,

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS BANK USA,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

RBC CAPITAL MARKETS, LLC¹,

SUNTRUST ROBINSON HUMPHREY, INC.,

WELLS FARGO SECURITIES, LLC,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

SIEMENS FINANCIAL SERVICES, INC.,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Bookrunners,

SCOTIA CAPITAL (USA) INC.,

FIFTH THIRD BANK,

and

COMPASS BANK,

as Co-Managers

 

 

 

 

1	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

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AMENDMENT NO. 3 dated as of February 26, 2018 (this “Amendment”), to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, and January 27, 2014, as further amended as of March 9, 2015, May 18, 2015, December 5, 2016 and May 30, 2017 (as heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.

PRELIMINARY STATEMENT

A.    Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.

B.    Parent, the Borrower and the Required Covenant Lenders desire that certain provisions of the Credit Agreement be amended as provided herein.

C.    Parent, the Borrower and the Subsidiary Guarantors are party to one or more of the Security Documents, pursuant to which, among other things, Parent and the Subsidiary Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor.

Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. (a) Capitalized terms used but not otherwise defined herein (including the Preliminary Statement hereto) shall have the meanings assigned thereto in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(b) The amendment to the Credit Agreement described in Section 2 hereof, the reduction of the Extended Revolving Credit Commitments described in Section 3 hereof and the payment of fees and expenses with respect to the foregoing, in each case on the Amendment No. 3 Effective Date, are collectively referred to herein as the “Transactions”.

 

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SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 hereof, the Credit Agreement is hereby amended as follows, effective as of the Amendment No. 3 Effective Date (as defined below):

(a) Section 6.12 of the Credit Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.

(b) Section 6.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 6.13. Maximum First Lien Net Leverage Ratio. Permit the First Lien Net Leverage Ratio as of the last day of any fiscal quarter ending during a period set forth below to be greater than the ratio set forth opposite such period below:

 

Period		Ratio
October 1, 2017 through June 30, 2018			5.25 to 1.00
July 1, 2018 through December 31, 2018			5.00 to 1.00
January 1, 2019 through December 31, 2019			4.75 to 1.00
January 1, 2020 through June 30, 2020			4.50 to 1.00
Thereafter			4.25 to 1.00

For the purposes of this Section 6.13, the following terms shall have the meanings specified:

“First Lien Debt” shall mean, at any time the total Indebtedness of Parent, the Borrower and the Subsidiaries at such time (excluding (i) Indebtedness of the type described in clause (h) of the definition of such term or under performance or surety bonds, in each case except to the extent of any unreimbursed drawings thereunder and (ii) Indebtedness of the type described in clauses (c), (d), (e), (i), (j) and (k) of the definition of such term) that is secured by first priority Liens on any property or asset of Parent, the Borrower and the Subsidiaries at such time.

“First Lien Net Leverage Ratio” shall mean, on any date, the ratio of (a) (i) First Lien Debt minus (ii) the aggregate amount of unrestricted cash, cash equivalents and Permitted Investments that is included on the consolidated balance sheet of Parent, the Borrower and the Subsidiaries on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Sections 5.04(a) or (b). In any period of four consecutive fiscal quarters in which any Permitted Acquisition or any Significant Asset Sale occurs, the First Lien Net Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.03.

The provisions of this Section 6.13 are solely for the benefit of the Revolving Credit Lenders and any Lenders having Other Term A Loans and, notwithstanding the provisions of Section 9.08, the Required Covenant Lenders may (i) amend or otherwise modify Section 6.13 or, solely for the purposes of Section 6.13, the defined terms used, directly or indirectly, therein, or (ii) waive any non-compliance with Section 6.13 or any Event of Default resulting from such non-compliance, in each case without the consent of any other Lenders.

 

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SECTION 3. Extended Revolving Credit Commitment Reduction. Upon the effectiveness of this Amendment, and without any further action of any party hereto, the Extended Revolving Credit Commitments in effect immediately prior to the Amendment No. 3 Effective Date will be reduced to $650,000,000 in the aggregate with such reduction applied on a ratable basis among the Extended Revolving Credit Lenders. Schedule I attached hereto reflects such reduction in the Extended Revolving Credit Commitments. For the avoidance of doubt, the Non-Extended Revolving Credit Commitments shall not be reduced in any way by this Amendment.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Parent, the Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders party hereto (collectively, the “Consenting Lenders”), the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment and the Transactions contemplated hereby:

(a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the Amendment No. 3 Effective Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were so true and correct as of such earlier date (it being understood and agreed that the Transactions (as defined in this Amendment) shall be deemed to be the Subject Transactions for the purposes of the representation and warranty made in Section 3.22 of the Credit Agreement).

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

(c) None of the Security Documents in effect on the Amendment No. 3 Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party as a result of this Amendment. The Guarantees created under such Security Documents will continue to guarantee the Obligations to the same extent as they guaranteed the Obligations immediately prior to the Amendment No. 3 Effective Date. The Liens created under such Security Documents will continue to secure the Obligations, and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Amendment No. 3 Effective Date.

 

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SECTION 5. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Amendment No. 3 Effective Date”):

(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Covenant Lenders.

(b) The Administrative Agent shall have received a certificate, dated the Amendment No. 3 Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement as if the Transactions were a Credit Event.

(c) The Administrative Agent shall have received (i) the fees due and payable under the Engagement Letter dated as of February 9, 2018, among Parent, the Borrower and each of the Joint Lead Arrangers party thereto (the “Engagement Letter”), in connection with this Amendment including, with respect to each Consenting Lender that is an Extended Revolving Credit Lender, (A) an amendment fee in an amount equal to 0.10% of the aggregate amount of such Consenting Lender’s Extended Revolving Credit Commitments (whether drawn or undrawn) as of the Amendment No. 3 Effective Date after giving effect to the reduction in such Extended Revolving Credit Commitments as set forth in Section 3 hereof and (B) an arrangement fee in an aggregate amount equal to $1,000,000 to be allocated among the Consenting Lenders based on their respective Extended Revolving Credit Commitments (whether drawn or undrawn) as of the Amendment No. 3 Effective Date after giving effect to the reduction in such Extended Revolving Credit Commitments as set forth in Section 3 hereof and (ii) all other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Engagement Letter or under any other Loan Document.

The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding.

SECTION 6. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.

(b) From and after the Amendment No. 3 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified by this Amendment.

 

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SECTION 7. Additional Undertakings. Each of Parent and the Borrower covenants and agrees with each Consenting Lender that, so long as the Credit Agreement remains in effect and until (a) the Extended Revolving Credit Commitments have been terminated, (b) the principal of and interest on each Revolving Loan made in respect of the Extended Revolving Credit Commitments has been paid in full, (c) all fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (d) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, neither Parent nor the Borrower will, nor will they cause or permit any of the Subsidiaries to, on any date on and after the Amendment No. 3 Effective Date, reinvest any proceeds of any Asset Sale pursuant to the first proviso of the definition “Net Cash Proceeds” (for the avoidance of doubt, it being understood and agreed that the applicable cash proceeds received in respect of any Asset Sale shall constitute Net Cash Proceeds as and when received); provided that, with respect to any Asset Sale, without limiting any obligation set forth in the Loan Modification Agreement dated as of May 30, 2017, among Parent, the Borrower, the Lenders party thereto and the Administrative Agent, (x) to the extent that the First Lien Net Leverage Ratio (as defined in Section 6.13 of the Credit Agreement after giving effect to this Amendment) as of the date of such Asset Sale and on a pro forma basis for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Sections 5.04(a) or (b) of the Credit Agreement (such period, the “Test Period”) (but without giving effect to such Asset Sale or the use of proceeds thereof) is greater than or equal to 4.5 to 1.0, then the Borrower shall be permitted, in accordance with the terms of the Credit Agreement, to reinvest a portion of such Net Cash Proceeds solely to the extent that either (A) such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement such that the First Lien Leverage Ratio for the Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) does not exceed 4.0 to 1.0 or (B) the Required Amount (as defined below) of such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement, (y) to the extent that the First Lien Net Leverage Ratio (as defined in Section 6.13 of the Credit Agreement after giving effect to this Amendment) as of the date of such Asset Sale and on a pro forma basis for the applicable Test Period (but without giving effect to such Asset Sale or the use of proceeds thereof) is greater than or equal to 4.0 to 1.0 but less than 4.5 to 1.0, then the Borrower shall be permitted, in accordance with the terms of the Credit Agreement, to reinvest a portion of such Net Cash Proceeds solely to the extent that either (A) such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement such that the First Lien Leverage Ratio for the Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that

 

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the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) does not exceed 4.0 to 1.0 or (B) 50% of such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement and (z) to the extent that the First Lien Net Leverage Ratio (as defined in Section 6.13 of the Credit Agreement after giving effect to this Amendment) as of the date of such Asset Sale and on a pro forma basis for the applicable Test Period (but without giving effect to such Asset Sale or the use of proceeds thereof) is less than 4.0 to 1.0, then the Borrower shall be permitted, in accordance with the terms of the Credit Agreement, to reinvest all such Net Cash Proceeds.

For purposes of the foregoing, the “Required Amount” of Net Cash Proceeds with respect to any Asset Sale shall mean (x) if the First Lien Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale and assuming all of the Net Cash Proceeds of such Asset Sale have been applied to prepay Term Loans) is greater than or equal to 4.5 to 1.0, 100% of such Net Cash Proceeds or (y) if otherwise, the sum of (1) an amount of Net Cash Proceeds such that the First Lien Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans pursuant to this clause (1)) after applying such Net Cash Proceeds to prepay Term Loans in accordance with the Credit Agreement is equal to 4.5 to 1.0 plus (2) 50% of any remaining Net Cash Proceeds after the application of the preceding clause (1).

In addition, other than in respect to the first $50,000,000 in Net Cash Proceeds in respect of Asset Sales received after the Amendment No. 3 Effective Date, in the event that the Borrower and the Subsidiaries receive Net Cash Proceeds in respect of Asset Sales that would be required to be applied to prepay Term Loans pursuant to Section 2.13(b) but for the $50,000,000 annual threshold in Section 2.13(b), the Borrower shall voluntarily prepay Term Loans pursuant to Section 2.12 of the Credit Agreement to the extent that Section 2.13(b) would have required Term Loans to be prepaid if such $50,000,000 annual threshold did not apply, but giving effect to the foregoing reinvestment provisions, to the extent applicable.

With respect to each fiscal quarter during which any Asset Sale occurs, the Borrower shall deliver to the Administrative Agent (for delivery to the Extended Revolving Credit Lenders) at the time the Borrower delivers to the Administrative Agent the certificate for such fiscal quarter pursuant to Section 5.04(c) of the Credit Agreement, an additional certificate (a) specifying the amount of Net Cash Proceeds received in connection with Asset Sales during such fiscal quarter and (b) providing in reasonable detail a calculation of the amount of Net Cash Proceeds received in connection with such Asset Sales that were (x) applied to prepay outstanding Term Loans and (y) reinvested pursuant to the first proviso of the definition of “Net Cash Proceeds”, together with a description of such reinvestment.

 

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The provisions of this Section 7 of this Amendment are solely for the benefit of the Extended Revolving Credit Lenders and a majority in interest of such Extended Revolving Credit Lenders may (a) amend or otherwise modify this Section 7 or (b) waive any non-compliance with this Section 7 or any Default or Event of Default resulting from such non-compliance. In addition, for the avoidance of doubt, any breach of this Section 7 shall constitute a breach of a covenant contained in a Loan Document in accordance with Article VII(e) of the Credit Agreement.

SECTION 8. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the Borrower and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties.

SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Amendment), including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.

SECTION 10. Notices. All notices hereunder shall be given in accordance with Section 9.01 of the Credit Agreement.

SECTION 11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 12. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or any Loan Party under any other Loan Document from any of its obligations and liabilities thereunder. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or therewith.

 

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SECTION 13. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 14. Headings; Titles. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. None of the financial institutions listed on the front cover of this Amendment as either a “Joint Bookrunner” or a “Co-Manager” shall have any duties or responsibilities hereunder in their capacity as either a “Joint Bookrunner” or a “Co-Manager”.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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[Signature Page to Amendment No. 3 to the Credit Agreement]

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ABILENE HOSPITAL, LLC

ABILENE MERGER, LLC

AFFINITY HEALTH SYSTEMS, LLC

AFFINITY HOSPITAL, LLC

BERWICK HOSPITAL COMPANY, LLC

BILOXI H.M.A., LLC

BIRMINGHAM HOLDINGS II, LLC

BIRMINGHAM HOLDINGS, LLC

BLUEFIELD HOLDINGS, LLC

BLUEFIELD HOSPITAL COMPANY, LLC

BLUFFTON HEALTH SYSTEM LLC

BRANDON HMA, LLC

BROWNWOOD MEDICAL CENTER, LLC

BULLHEAD CITY HOSPITAL CORPORATION

BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION

CAMPBELL COUNTY HMA, LLC

CARLSBAD MEDICAL CENTER, LLC

CAROLINAS HOLDINGS, LLC

CAROLINAS JV HOLDINGS GENERAL, LLC

CENTRAL FLORIDA HMA HOLDINGS, LLC

CENTRAL STATES HMA HOLDINGS, LLC

CHESTER HMA, LLC

CHESTNUT HILL HEALTH SYSTEM, LLC

CHHS HOLDINGS, LLC

CHHS HOSPITAL COMPANY, LLC

CHS PENNSYLVANIA HOLDINGS, LLC

CHS TENNESSEE HOLDINGS, LLC

CHS VIRGINIA HOLDINGS, LLC

CITRUS HMA, LLC

CLARKSVILLE HOLDINGS II, LLC

CLARKSVILLE HOLDINGS, LLC

CLEVELAND HOSPITAL COMPANY, LLC

CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC

CLINTON HMA, LLC

COATESVILLE HOSPITAL CORPORATION

COCKE COUNTY HMA, LLC

COLLEGE STATION MEDICAL CENTER, LLC

COLLEGE STATION MERGER, LLC

COMMUNITY HEALTH INVESTMENT COMPANY, LLC

CP HOSPITAL GP, LLC

CPLP, LLC

CRESTWOOD HOSPITAL LP, LLC

CRESTWOOD HOSPITAL, LLC

CSMC, LLC

DEACONESS HOLDINGS, LLC

DEACONESS HOSPITAL HOLDINGS, LLC

DESERT HOSPITAL HOLDINGS, LLC

DETAR HOSPITAL, LLC

DHFW HOLDINGS, LLC

DUKES HEALTH SYSTEM, LLC

DYERSBURG HOSPITAL COMPANY, LLC

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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EMPORIA HOSPITAL CORPORATION

FLORIDA HMA HOLDINGS, LLC

FOLEY HOSPITAL CORPORATION

FORT SMITH HMA, LLC

FRANKFORT HEALTH PARTNER, INC.

FRANKLIN HOSPITAL CORPORATION

GADSDEN REGIONAL MEDICAL CENTER, LLC

GAFFNEY H.M.A., LLC

GRANBURY HOSPITAL CORPORATION

GRMC HOLDINGS, LLC

HALLMARK HEALTHCARE COMPANY, LLC

HEALTH MANAGEMENT ASSOCIATES, LLC

HEALTH MANAGEMENT GENERAL PARTNER I, LLC

HEALTH MANAGEMENT GENERAL PARTNER, LLC

HMA FENTRESS COUNTY GENERAL HOSPITAL, LLC

HMA SANTA ROSA MEDICAL CENTER, LLC

HMA SERVICES GP, LLC

HMA-TRI HOLDINGS, LLC

HOBBS MEDCO, LLC

HOSPITAL MANAGEMENT ASSOCIATES, LLC

HOSPITAL OF MORRISTOWN, LLC

JACKSON HMA, LLC

JACKSON HOSPITAL CORPORATION

JEFFERSON COUNTY HMA, LLC

KAY COUNTY HOSPITAL CORPORATION

KAY COUNTY OKLAHOMA HOSPITAL COMPANY, LLC

KENNETT HMA, LLC

KEY WEST HMA, LLC

KIRKSVILLE HOSPITAL COMPANY, LLC

KNOXVILLE HMA HOLDINGS, LLC

LAKEWAY HOSPITAL COMPANY, LLC

LANCASTER HOSPITAL CORPORATION

LAS CRUCES MEDICAL CENTER, LLC

LEA REGIONAL HOSPITAL, LLC

LEBANON HMA, LLC

LONGVIEW CLINIC OPERATIONS COMPANY, LLC

LONGVIEW MERGER, LLC

LRH, LLC

LUTHERAN HEALTH NETWORK OF INDIANA, LLC

MADISON HMA, LLC

MARSHALL COUNTY HMA, LLC

MARTIN HOSPITAL COMPANY, LLC

MARY BLACK HEALTH SYSTEM, LLC

MCSA, L.L.C.

MEDICAL CENTER OF BROWNWOOD, LLC

METRO KNOXVILLE HMA, LLC

MISSISSIPPI HMA HOLDINGS I, LLC

MISSISSIPPI HMA HOLDINGS II, LLC

MOBERLY HOSPITAL COMPANY, LLC

NAPLES HMA, LLC

NATCHEZ HOSPITAL COMPANY, LLC

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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NATIONAL HEALTHCARE OF LEESVILLE, INC.

NAVARRO REGIONAL, LLC

NC-DSH, LLC

NORTHWEST ARKANSAS HOSPITALS, LLC

NORTHWEST HOSPITAL, LLC

NOV HOLDINGS, LLC

NRH, LLC

OAK HILL HOSPITAL CORPORATION

ORO VALLEY HOSPITAL, LLC

PALMER-WASILLA HEALTH SYSTEM, LLC

PASCO REGIONAL MEDICAL CENTER, LLC

PENNSYLVANIA HOSPITAL COMPANY, LLC

PHOENIXVILLE HOSPITAL COMPANY, LLC

POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC

PORT CHARLOTTE HMA, LLC

POTTSTOWN HOSPITAL COMPANY, LLC

PUNTA GORDA HMA, LLC

QHG GEORGIA HOLDINGS II, LLC

QHG GEORGIA HOLDINGS, INC.

QHG OF BLUFFTON COMPANY, LLC

QHG OF CLINTON COUNTY, INC.

QHG OF ENTERPRISE, INC.

QHG OF FORREST COUNTY, INC.

QHG OF FORT WAYNE COMPANY, LLC

QHG OF HATTIESBURG, INC.

QHG OF SOUTH CAROLINA, INC.

QHG OF SPARTANBURG, INC.

QHG OF SPRINGDALE, INC.

REGIONAL HOSPITAL OF LONGVIEW, LLC

RIVER OAKS HOSPITAL, LLC

RIVER REGION MEDICAL CORPORATION

ROH, LLC

ROSWELL HOSPITAL CORPORATION

RUSTON HOSPITAL CORPORATION

RUSTON LOUISIANA HOSPITAL COMPANY, LLC

SACMC, LLC

SALEM HOSPITAL CORPORATION

SAN ANGELO COMMUNITY MEDICAL CENTER, LLC

SAN ANGELO MEDICAL, LLC

SCRANTON HOLDINGS, LLC

SCRANTON HOSPITAL COMPANY, LLC

SCRANTON QUINCY HOLDINGS, LLC

SCRANTON QUINCY HOSPITAL COMPANY, LLC

SEMINOLE HMA, LLC

SHELBYVILLE HOSPITAL COMPANY, LLC

SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC

SILOAM SPRINGS HOLDINGS, LLC

SOUTHEAST HMA HOLDINGS, LLC

SOUTHERN TEXAS MEDICAL CENTER, LLC

SOUTHWEST FLORIDA HMA HOLDINGS, LLC

STATESVILLE HMA, LLC

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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TENNYSON HOLDINGS, LLC

TOMBALL TEXAS HOLDINGS, LLC

TOMBALL TEXAS HOSPITAL COMPANY, LLC

TRIAD HEALTHCARE, LLC

TRIAD HOLDINGS III, LLC

TRIAD HOLDINGS IV, LLC

TRIAD HOLDINGS V, LLC

TRIAD NEVADA HOLDINGS, LLC

TRIAD OF ALABAMA, LLC

TRIAD-ARMC, LLC

TRIAD-EL DORADO, INC.

TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC

TULLAHOMA HMA, LLC

TUNKHANNOCK HOSPITAL COMPANY, LLC

VAN BUREN H.M.A., LLC

VENICE HMA, LLC

VHC MEDICAL, LLC

VICKSBURG HEALTHCARE, LLC

VICTORIA HOSPITAL, LLC

VIRGINIA HOSPITAL COMPANY, LLC

WEATHERFORD HOSPITAL CORPORATION

WEATHERFORD TEXAS HOSPITAL COMPANY, LLC

WEBB HOSPITAL CORPORATION

WEBB HOSPITAL HOLDINGS, LLC

WESLEY HEALTH SYSTEM LLC

WHMC, LLC

WILKES-BARRE BEHAVIORAL HOSPITAL COMPANY, LLC

WILKES-BARRE HOLDINGS, LLC

WILKES-BARRE HOSPITAL COMPANY, LLC

WOODLAND HEIGHTS MEDICAL CENTER, LLC

WOODWARD HEALTH SYSTEM, LLC

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

 

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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

 

 

[Signature Page to Amendment No. 3 to the Credit Agreement]

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[Name of Revolving Credit Lender:¹

 

For any Revolving Credit Lender requiring a second signature block:

 

¹ On file with Agent.

 

[Signature Page to Amendment No. 3 to the Credit Agreement]