CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. CREDIT...Intercreditor Agreement • March 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 31, 2014, by and among CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Borrower”), CAPELLA HOLDINGS, INC., a Delaware corporation, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any permitted successor thereto, the “Collateral Agent”) under the Credit Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • November 14th, 2011 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 20, 2011, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Neil Kunkel (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).
CONSENT AGREEMENT AND AMENDMENT NO. 1 TO LOAN AGREEMENTConsent Agreement • August 3rd, 2012 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
This CONSENT AGREEMENT AND AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Agreement”), dated as of January 27, 2012, is by and among CAPELLA HEALTHCARE, INC. (the “Company” and a “Borrower”), THE BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, “Borrowers”), THE GUARANTYING SUBSIDIARIES SIGNATORY HERETO (collectively, “Subsidiary Guarantors”), THE LENDERS PARTY TO THIS AGREEMENT, and BANK OF AMERICA, N.A., as agent for the Lenders (“Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Loan Agreement.
AMENDMENT NO. 3 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • November 8th, 2013 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT NO. 3 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”, dated as of August 31, 2013, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and James Thomas Anderson (“Executive”), and GTCR fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.Loan Agreement • March 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT is dated as of December 31, 2014, among CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company” and a “Borrower”), CERTAIN BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, collectively, “Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES SIGNATORY HERETO (each a “Subsidiary Guarantor” and collectively, “Subsidiary Guarantors”), CAPELLA HOLDINGS, INC., a Delaware corporation (the “Parent”, and together with the Subsidiary Guarantors, the “Guarantors”), THE FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT FROM TIME TO TIME as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 23rd, 2014 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
Capella Healthcare and Muskogee Community Hospital Sign Definitive AgreementCapella Healthcare, Inc. • May 31st, 2012 • Services-general medical & surgical hospitals, nec
June 1, 2012. Muskogee, OK. A definitive agreement has been signed between Muskogee Community Hospital and Capella Healthcare, which is scheduled to enter into a long-term lease and assume management of the 45-bed hospital as early as July 1, according to Michael Wiechart, Chief Operating Officer of Capella Healthcare.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated July 27, 2015 (this “Amendment”), is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Health Holdings, LLC, a limited liability company (the “Purchaser”), and Capella Holdings Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement (as hereinafter defined).
FORM OF SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2012 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , among (the “Guaranteeing Subsidiary”), as indirect subsidiary of Capella Healthcare, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.Loan and Security Agreement • June 9th, 2014 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of June 28, 2010, among CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company” and a “Borrower”), CERTAIN BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, collectively, “Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES SIGNATORY HERETO (each a “Subsidiary Guarantor” and collectively, “Subsidiary Guarantors”), THE FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT FROM TIME TO TIME as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of April 17, 2014, is made by and among (i) Capella Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”) and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and (iii) each of the undersigned Stockholders. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Stockholders Agreement (as defined below).
AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of November 18, 2014, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Denise Wilder Warren (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
AGREEMENT AND PLAN OF MERGER by and among CAPELLA HOLDINGS, INC., CAPELLA HEALTH HOLDINGS, LLC, CAPELLA HOLDINGS ACQUISITION SUB, INC. and SOLELY IN ITS CAPACITY AS THE REPRESENTATIVE, GTCR FUND VIII, L.P. July 21, 2015Agreement and Plan of Merger • July 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 21, 2015, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership, solely in its capacity as representative of the Stockholders and Optionholders pursuant to Sections 1.06 and 11.01 (in such capacity, the “Representative”), Capella Health Holdings, LLC, a limited liability company (the “Purchaser”), and Capella Holdings Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X.
AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of November 18, 2014, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Michael Wiechart (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
Mercy Contact: Barb Meyer Capella Contact: Beth B. WrightCapella Healthcare, Inc. • September 26th, 2012 • Services-general medical & surgical hospitals, nec
HOT SPRINGS, Ark. – Capella Healthcare, parent of National Park Medical Center, and Mercy Health, parent of Mercy Hospital and Mercy Clinic in Hot Springs (formerly St. Joseph’s Mercy Health System), have signed an Asset Purchase Agreement for the two Hot Springs organizations to merge under Capella’s ownership, officials announced today.
CONSENT AGREEMENT AND AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • August 3rd, 2012 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
This CONSENT AGREEMENT AND AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Agreement”), dated as of June 29, 2012, is by and among CAPELLA HEALTHCARE, INC. (the “Company” and a “Borrower”), THE BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, “Borrowers”), THE GUARANTYING SUBSIDIARIES SIGNATORY HERETO (collectively, “Subsidiary Guarantors”), THE LENDERS PARTY TO THIS AGREEMENT, and BANK OF AMERICA, N.A., as agent for the Lenders (“Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Loan Agreement.
AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • October 31st, 2014 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of September 15, 2014, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Daniel S. Slipkovich (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
