EX-10.1
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;
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 32nd day is not a Business Day, not more than the number of days to the next Business Day following such 32nd 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
14
(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
15
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
16
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.
17
(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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| CHS RECEIVABLES FUNDING, LLC, as
Borrower and as Company |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
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| CHS Receivables Funding, LLC 4000
Meridian Boulevard Franklin, Tennessee 37067 Attention:
Rachel A. Seifert Telephone No: (615) 465-7000 Facsimile
No: (615) 373-9704 Email: rachel_seifert@chs.net |
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| COMMUNITY HEALTH SYSTEMS PROFESSIONAL SERVICES CORPORATION,
as Collection Agent under each of the Receivables Loan Agreement, Contribution Agreement and Sale Agreement and as Authorized Representative |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
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| Community Health Systems Professional Services Corporation
4000 Meridian Boulevard Franklin, Tennessee 37067
Attention: Rachel A. Seifert Telephone No:
(615) 465-7000 Facsimile No: (615) 373-9704 Email:
rachel_seifert@chs.net |
Signature Page to Third
Omnibus Amendment
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| CHS/COMMUNITY HEALTH SYSTEMS, INC.,
as Transferor, as Buyer and individually |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent,
as a Managing Agent and as a Committed Lender |
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| By: |
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/s/ Konstantina Kourmpetis |
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Name: Konstantina Kourmpetis Title: Managing
Director |
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| By: |
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/s/ Sam Pilcer |
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Name: Sam Pilcer
Title: Managing Director |
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| Crédit Agricole CIB 1301
Avenue of the Americas New York, NY 10019 Attention: Roman
Burt Telephone No: (212) 261-3996 Facsimile No:
(917) 849-5584 Email: roman.burt@ca-cib.com |
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| ATLANTIC ASSET SECURITIZATION LLC,
as a Conduit Lender |
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| By: |
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CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, as attorney-in-fact |
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| By: |
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/s/ Konstantina Kourmpetis |
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Name: Konstantina Kourmpetis Title: Managing
Director |
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| By: |
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/s/ Sam Pilcer |
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Name: Sam Pilcer Title: Managing
Director |
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| Atlantic Asset Securitization c/o
Crédit Agricole CIB 1301 Avenue of the Americas New
York, NY 10019 Attention: Roman Burt Telephone No:
(212) 261-3996 Facsimile No: (917) 849-5584 Email:
roman.burt@ca-cib.com |
Signature Page to Third
Omnibus Amendment
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| THE BANK OF NOVA SCOTIA, as a Managing
Agent and as a Committed Lender |
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| By: |
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/s/ John Frazell |
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Name: John Frazell Title:
Director |
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| LIBERTY STREET FUNDING LLC, as a
Conduit Lender |
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| By: |
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/s/ Jill A. Russo |
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Name: Jill A. Russo Title: Vice
President |
Signature Page to Third
Omnibus Amendment
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Managing Agent |
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| By: |
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/s/ Luna Mills |
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Name: Luna Mills Title:
Director |
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Committed Lender |
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| By: |
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/s/ B. McNany |
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Name: B. McNany Title: Vice
President |
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| VICTORY RECEIVABLES CORPORATION, as
a Conduit Lender |
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| By: |
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/s/ David V. DeAngelis |
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Name: David V. DeAngelis Title: Vice
President |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS:
AFFINITY HOSPITAL, LLC BERWICK HOSPITAL COMPANY, LLC
BLUEFIELD HOSPITAL COMPANY, LLC BLUFFTON HEALTH SYSTEM LLC
BULLHEAD CITY HOSPITAL CORPORATION CARLSBAD MEDICAL CENTER,
LLC CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC COATESVILLE
HOSPITAL CORPORATION CRESTVIEW HOSPITAL CORPORATION DEACONESS
HEALTH SYSTEM, LLC DHSC, LLC DUKES HEALTH SYSTEM, LLC
DYERSBURG HOSPITAL CORPORATION EMPORIA HOSPITAL CORPORATION
FOLEY HOSPITAL CORPORATION FRANKLIN HOSPITAL CORPORATION
GADSDEN REGIONAL MEDICAL CENTER, LLC GALESBURG HOSPITAL
CORPORATION GRANBURY HOSPITAL CORPORATION GRANITE CITY
ILLINOIS HOSPITAL COMPANY, LLC GREENBRIER VMC, LLC HOSPITAL
OF MORRISTOWN, INC. JACKSON, TENNESSEE HOSPITAL COMPANY, LLC
JOURDANTON HOSPITAL CORPORATION KAY COUNTY OKLAHOMA HOSPITAL
COMPANY, LLC |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS (CONT.):
LAKE WALES HOSPITAL CORPORATION LANCASTER HOSPITAL
CORPORATION LAS CRUCES MEDICAL CENTER, LLC LEA REGIONAL
HOSPITAL, LLC MARTIN HOSPITAL CORPORATION MARY BLACK HEALTH
SYSTEM LLC MCKENZIE-WILLAMETTE REGIONAL MEDICAL CENTER ASSOCIATES, LLC
MCNAIRY HOSPITAL CORPORATION MCSA, L.L.C. MOBERLY HOSPITAL
COMPANY, LLC NATIONAL HEALTHCARE OF LEESVILLE, INC. NATIONAL HEALTHCARE OF MT. VERNON, INC.
NORTHAMPTON HOSPITAL COMPANY, LLC NORTHWEST HOSPITAL, LLC
ORO VALLEY HOSPITAL, LLC PAYSON HOSPITAL CORPORATION
PETERSBURG HOSPITAL COMPANY, LLC PHOENIXVILLE HOSPITAL COMPANY,
LLC POTTSTOWN HOSPITAL COMPANY, LLC PORTER HOSPITAL, LLC
QHG OF ENTERPRISE, INC. QHG OF SOUTH CAROLINA, INC.
ROSWELL HOSPITAL CORPORATION RUSTON LOUISIANA HOSPITAL
COMPANY, LLC |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS (CONT.):
SAN MIGUEL HOSPITAL CORPORATION SCRANTON HOSPITAL COMPANY,
LLC SHELBYVILLE HOSPITAL CORPORATION SILOAM SPRINGS ARKANSAS
HOSPITAL COMPANY, LLC SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY, LLC
SPOKANE WASHINGTON HOSPITAL COMPANY, LLC ST. JOSEPH HEALTH SYSTEM
LLC TOMBALL TEXAS HOSPITAL COMPANY, LLC TOOELE HOSPITAL
CORPORATION WARREN OHIO HOSPITAL COMPANY, LLC WARREN OHIO
REHAB HOSPITAL COMPANY, LLC WARSAW HEALTH SYSTEM LLC
WAUKEGAN ILLINOIS HOSPITAL COMPANY, LLC WEATHERFORD TEXAS
HOSPITAL COMPANY, LLC WESLEY HEALTH SYSTEM, LLC WEST
GROVE HOSPITAL COMPANY, LLC WILKES-BARRE HOSPITAL COMPANY, LLC
WOMEN & CHILDREN’S HOSPITAL, LLC YOUNGSTOWN OHIO
HOSPITAL COMPANY, LLC |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS (CONT.):
ANNA HOSPITAL CORPORATION AUGUSTA HOSPITAL, LLC
BIG BEND HOSPITAL CORPORATION BIG SPRING HOSPITAL CORPORATION
BLUE RIDGE GEORGIA HOSPITAL COMPANY, LLC CENTRE HOSPITAL
CORPORATION CLINTON HOSPITAL CORPORATION DEMING HOSPITAL
CORPORATION EVANSTON HOSPITAL CORPORATION FALLBROOK HOSPITAL
CORPORATION FORREST CITY ARKANSAS HOSPITAL COMPANY, LLC FORT
PAYNE HOSPITAL CORPORATION GREENVILLE HOSPITAL CORPORATION HOSPITAL OF BARSTOW, INC.
HOSPITAL OF FULTON, INC. HOSPITAL OF LOUISA, INC.
KIRKSVILLE MISSOURI HOSPITAL COMPANY, LLC LEXINGTON HOSPITAL
CORPORATION LUTHERAN MUSCULOSKELETAL CENTER, LLC MARION
HOSPITAL CORPORATION MCKENZIE TENNESSEE HOSPITAL COMPANY, LLC
MMC OF NEVADA, LLC NATIONAL HEALTHCARE OF NEWPORT, INC.
OAK HILL HOSPITAL CORPORATION PHILLIPS HOSPITAL
CORPORATION |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS (CONT.):
RED BUD ILLINOIS HOSPITAL COMPANY, LLC SALEM HOSPITAL
CORPORATION SCRANTON QUINCY HOSPITAL COMPANY, LLC
SUNBURY HOSPITAL COMPANY, LLC WATSONVILLE HOSPITAL
CORPORATION WILLIAMSTON HOSPITAL CORPORATION WOODWARD HEALTH
SYSTEM, LLC |
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| By: |
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/s/ James W. Doucette |
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Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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| ORIGINATORS (CONT.):
BROWNWOOD HOSPITAL, L.P. |
| By: |
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Brownwood Medical Center, LLC |
| Its: |
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General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| COLLEGE STATION HOSPITAL, L.P. |
| By: |
|
College Station Medical Center, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| IOM HEALTH SYSTEM, L.P. |
| By: |
|
Lutheran Health Network Investors, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
|
|
|
| ORIGINATORS (CONT.):
LAREDO TEXAS HOSPITAL COMPANY, L.P. |
| By: |
|
Webb Hospital Corporation |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| LONGVIEW MEDICAL CENTER, L.P. |
| By: |
|
Regional Hospital of Longview, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| NAVARRO HOSPITAL, L.P. |
| By: |
|
Navarro Regional, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
|
|
|
| ORIGINATORS (CONT.):
PINEY WOODS HEALTHCARE SYSTEM, L.P. |
| By: |
|
Woodland Heights Medical Center, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| REHAB HOSPITAL OF FORT WAYNE GENERAL PARTNERSHIP |
| By: |
|
Lutheran Health Network Investors, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| SAN ANGELO HOSPITAL, L.P. |
| By: |
|
San Angelo Community Medical Center, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| VICTORIA OF TEXAS, L.P. |
| By: |
|
Detar Hospital, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
|
|
|
| ORIGINATORS (CONT.):
ARMC, L.P. |
| By: |
|
Triad-ARMC, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
|
| CRESTWOOD HEALTHCARE, L.P. |
| By: |
|
Crestwood Hospital, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
|
|
|
| REMOVED ORIGINATOR:
NANTICOKE HOSPITAL COMPANY, LLC |
|
|
| By: |
|
/s/ James W. Doucette |
|
|
Name: James W. Doucette Title: Senior Vice
President and Treasurer |
Signature Page to Third
Omnibus Amendment
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
|
|
|
|
|
|
|
| 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 |
Schedules to Third
Omnibus Amendment
|
|
|
|
|
|
|
| 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 |
Schedules to Third
Omnibus Amendment
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
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
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: |
| |
(c) |
Each of the Originators |
| 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
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
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.
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]
IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.
|
|
|
| COLLECTION AGENT AND AUTHORIZED
REPRESENTATIVE: COMMUNITY HEALTH SYSTEMS
PROFESSIONAL SERVICES CORPORATION |
|
|
| By: |
|
|
| Name: |
| Title: |
|
|
|
| SUPPLEMENTAL ORIGINATORS:
[SUPPLEMENTAL ORIGINATORS] |
|
|
| By: |
|
|
| Name: |
| Title: |
[Signature Page to
Joinder Agreement]
Acknowledged and Agreed:
|
|
|
| BUYER:
CHS/COMMUNITY HEALTH SYSTEMS, INC. |
|
|
| By: |
|
|
|
|
Name: |
|
|
Title: |
ADMINISTRATIVE AGENT:
|
|
|
| CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK |
|
|
| By: |
|
|
|
|
Name: |
|
|
Title: |
[Signature Page to
Joinder Agreement]
ANNEX I
Supplemental Originators
|
|
|
|
|
|
|
| Hospital Name |
|
Legal Entity Name |
|
Jurisdiction |
|
Address |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annexes to Third
Omnibus Amendment
ANNEX II
Supplement to Schedules to Receivables Sale Agreement
Schedule I:
Schedule III:
Schedule V:
Annexes to Third
Omnibus Amendment
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
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
Annex D
SCHEDULE I
ORIGINATORS
| 1. |
Affinity Hospital, LLC |
| 2. |
Anna Hospital Corporation |
| 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 |
| 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
| 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 |
| 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 |
Annexes to Third
Omnibus Amendment
| 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. |
| 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
| 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
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
|
|
| |
|
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
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
|
|
|
|
|
| |
|
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
|
|
|
|
|
|
|
| |
|
|
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
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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
|
|
|
|
|
| |
|
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
|
|
|
|
|
| |
|
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
|
|
|
|
|
| |
|
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
|
|
|
|
|
| |
|
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
|
|
|
|
|
| |
|
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
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
