Quorum Health Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
Quorum Health Corporation (the “Issuer” or the “Company”), a Delaware corporation, agrees with Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several initial purchasers named in Schedule A hereto (the “Initial Purchasers”), subject to the terms and conditions set forth in a purchase agreement, dated April 8, 2016 (the “Purchase Agreement”), to issue and sell to the several Initial Purchasers $400,000,000 aggregate principal amount of its 11.625% Senior Notes due 2023 (the “Notes”) to be unconditionally guaranteed (the “Guarantees”) as to the payment of principal and interest on the Completion Date (as defined below) by the entities listed in Schedule I attached hereto (the “Guarantors”). The Initial Securities (as defined below) will be issued pursuant to an indenture, dated as of April 22, 2016 (as supplemented from time to time, the “Indenture”), among, initially, the Issuer and Regions Bank, an Alabama banking corporation, as trustee (in such cap
QUORUM HEALTH CORPORATION, as Issuer the GUARANTORS party hereto AND REGIONS BANK, as Trustee 11.625% Senior Notes due 2023 INDENTURE Dated as of April 22, 2016Quorum Health Corp • April 22nd, 2016 • Services-general medical & surgical hospitals, nec • New York
INDENTURE dated as of April 22, 2016, among QUORUM HEALTH CORPORATION, a Delaware corporation, the Guarantors party hereto from time to time and REGIONS BANK, an Alabama banking corporation, as trustee.
CREDIT AGREEMENT dated as of July 7, 2020 among QUORUM HEALTH CORPORATION, as the Borrower, QUINCY HEALTH, LLC, as Holdings, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral AgentCredit Agreement • July 7th, 2020 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
Reference is made to the ABL Intercreditor Agreement dated as of July 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among Holdings, the Borrower, the Subsidiaries of the Borrower party thereto, Credit Suisse AG, New York Branch, as ABL Agent (as defined therein), and Jefferies Finance LLC, as Term Loan Agent (as defined therein). Each Lender hereunder (a) consents to the subordination of Liens provided for in the ABL Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (c) authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders under this Agreement to extend credit and such Lenders are intended third party beneficiaries of such provisions and the provisions o
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 29th, 2017 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is made as of the day of , 2017, by and among Quorum Health Corporation (the “Corporation”), QHCCS, LLC (the “Employer”), and (the “Executive”).
TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT Quorum Health Corporation Amended and Restated 2016 Stock Award PlanRestricted Stock Award Agreement • August 7th, 2019 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT between you and Quorum Health Corporation, a Delaware corporation (the “Company”), governs an Award of the Company’s Restricted Stock in the amount and on the date specified in your Award notification (the “Grant Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
INDEMNIFICATION AGREEMENT, dated as of [●], 201[●], by and among Quorum Health Corporation, a Delaware corporation (the “Company”), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND COMMUNITY HEALTH SYSTEMS, INC.Corporate Integrity Agreement • November 20th, 2015 • Quorum Health Corp • Services-general medical & surgical hospitals, nec
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COMMUNITY HEALTH SYSTEMS, INC. AND QUORUM HEALTH CORPORATION DATED AS OF APRIL 29, 2016Separation and Distribution Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 29, 2016, is by and between COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“CHS”), and QUORUM HEALTH CORPORATION, a Delaware corporation (“QHC”).
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April 10, 2020 among QUORUM HEALTH CORPORATION, a Debtor and Debtor in Possession under Chapter 11 of the Bankruptcy Code, as Borrower, CERTAIN SUBSIDIARIES OF QUORUM HEALTH...Credit Agreement • April 13th, 2020 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April 10, 2020 (this “Agreement”), among QUORUM HEALTH CORPORATION, a Delaware corporation and a Debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, each a Debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Subsidiary Guarantors, the Lenders (as defined in Article I), GLAS USA LLC, as administrative agent (in such capacity, the “Administrative Agent”) and GLAS AMERICAS LLC, as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
EMPLOYEE SERVICE CENTER/HRIS TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
THIS EMPLOYEE SERVICE CENTER/HRIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of 29th day of April, 2016 (the “Effective Date”), by and between CHSPSC, LLC, a Delaware limited liability company (“CHSPSC”), and QHCCS, LLC, a Delaware limited liability company (“QHCCS”).
FORM OF PARTICIPATION AGREEMENTParticipation Agreement • December 4th, 2015 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This Participation Agreement is between HealthTrust Purchasing Group, L.P. (“HealthTrust”), a Delaware limited partnership and the following entity (“Participant”) (together with all Exhibits, this “Agreement”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
This TAX MATTERS AGREEMENT dated as of April 29, 2016, is by and between COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“CHS”), and QUORUM HEALTH CORPORATION, a Delaware corporation (“Spinco” and, together with CHS, the “Parties”, and each individually, a “Party”).
RECEIVABLES COLLECTION AGREEMENTReceivables Collection Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
THIS RECEIVABLES COLLECTION AGREEMENT (the “Agreement”) is made and entered into effective as of the 29th day of April, 2016, by and between Professional Account Services, Inc., a Tennessee corporation (“PASI”), and QHCCS, LLC, a Delaware limited liability company (“QHCCS”).
BILLING AND COLLECTION AGREEMENTBilling and Collection Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
THIS BILLING AND COLLECTION AGREEMENT (the “Agreement”) is made and entered into effective as of the 29th day of April, 2016, by and between PHYSICIAN PRACTICE SUPPORT, LLC, a Delaware limited liability company (“PPS”), and QHCCS, LLC, a Delaware limited liability company (“QHCCS”).
QUORUM HEALTH CORPORATION Amendment No. 1 to Employment Agreement Robert H. Fish Effective Date: July 16, 2019Employment Agreement • November 7th, 2019 • Quorum Health Corp • Services-general medical & surgical hospitals, nec
WHEREAS, Quorum Health Corporation (the “Company”) and Robert H. Fish (“Executive”) entered into an Employment Agreement effective as of May 21, 2018 (as amended, restated or otherwise modified from time to time, the “Employment Agreement”);
CONSULTANCY AGREEMENT Thomas D. MillerConsultancy Agreement • May 24th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This Consultancy Agreement (“Agreement”) is entered into by and between QHCCS, LLC a Delaware corporation (“QHCCS”), and Thomas D. Miller (“Consultant”).
ContractCredit Agreement • April 12th, 2017 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
AMENDMENT NO. 1 dated as of April 11, 2017 (this “Amendment”), to the CREDIT AGREEMENT dated as of April 29, 2016 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among QUORUM HEALTH CORPORATION, a Delaware corporation (the “Borrower”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
Third Supplemental IndentureThird Supplemental Indenture • April 10th, 2020 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 6, 2020, by and among Quorum Health Corporation, a Delaware corporation (the “Issuer”), the subsidiaries party hereto (the “Guarantors”) and Wilmington Savings Fund Society, FSB (as successor to Regions Bank), as Trustee (the “Trustee”), under the Indenture referred to below.
CREDIT AGREEMENT dated as of April 29, 2016 among QUORUM HEALTH CORPORATION, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, CITIGROUP GLOBAL MARKETS,...Credit Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
CREDIT AGREEMENT dated as of April 29, 2016 (this “Agreement”), among QUORUM HEALTH CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
FORM OF SHARED SERVICE CENTERS TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 4th, 2015 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
THIS SHARED SERVICE CENTERS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of , 2016 (the “Effective Date”), by and between REVENUE CYCLE SERVICE CENTER, LLC, a Delaware limited liability company (“RCSC”), and QHCCS, LLC, a Delaware limited liability company (“CLIENT”).
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT Quorum Health Corporation Amended and Restated 2016 Stock Award PlanAward Agreement • August 7th, 2019 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT between you and Quorum Health Corporation, a Delaware corporation (the “Company”), governs an Award of the Company’s Restricted Stock in the amount and on the date specified in your Award notification (the “Grant Date”).
Quorum Health Corporation Letterhead]Separation Letter Agreement • July 7th, 2020 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
This Separation Letter Agreement (this “Agreement”) shall confirm our understanding with regard to the termination of your (“you” or “your”) employment with Quorum Health Corporation (the “Company”). Reference is made to that certain employment agreement, by and between you and the Company, dated as of May 21, 2018 (the “Employment Agreement”). Terms not otherwise defined in this Agreement shall be defined in the Employment Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 24th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is between Thomas D. Miller (the “Employee”) and QHCCS, LLC, dba Quorum Health (the “Employer”). In consideration of the mutual promises and covenants in this Agreement, the Employee and the Employer contract as follows:
INDUCEMENT AWARD PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT Quorum Health CorporationInducement Award • September 28th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT between you and Quorum Health Corporation, a Delaware corporation (the “Company”) governs an Award of the Company’s Restricted Stock in the amount and on the date specified in your Award notification (the “Date of Grant”).
FORM OF COMPUTER AND DATA PROCESSING TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 4th, 2015 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This COMPUTER AND DATA PROCESSING TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of , 2016, is by and between CHSPSC, LLC, a Delaware limited liability company (“CHSPSC”), and QHCCS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, hereinafter sometimes referred to as “Customer”).
Quorum Health Corporation $400,000,000 11.625% Senior Notes due 2023 REGISTRATION RIGHTS JOINDERRegistration Rights Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated April 22, 2016, among Quorum Health Corporation, a Delaware corporation (the “Issuer” or the “Company”), and the several Initial Purchasers listed on Schedule A thereto (the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC is acting as representative (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $400,000,000 aggregate principal amount of 11.625% Senior Notes due 2023 issued by the Issuer. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement.
CONSULTANCY AGREEMENT Michael CulottaConsultancy Agreement • January 30th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This Consultancy Agreement (“Agreement”) is entered into by and between QHCCS, LLC a Delaware corporation (“QHCCS”), and Michael Culotta (“Consultant”).
SHARED SERVICE CENTERS TRANSITION SERVICES AGREEMENTShared Service Centers • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
THIS SHARED SERVICE CENTERS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of 29th day of April, 2016 (the “Effective Date”), by and between REVENUE CYCLE SERVICE CENTER, LLC, a Delaware limited liability company (“RCSC”), and QHCCS, LLC, a Delaware limited liability company (“CLIENT”).
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT Quorum Health CorporationDirector Restricted Stock • May 6th, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT between you and Quorum Health Corporation, a Delaware corporation (the “Company”) governs an Award of the Company’s Restricted Stock in the amount and on the date specified in your Award notification (the “Date of Grant”).
EQUITY COMMITMENT AGREEMENT AMONG QUORUM HEALTH CORPORATION AND THE EQUITY COMMITMENT PARTIES PARTY HERETO Dated as of April 6, 2020Equity Commitment Agreement • April 7th, 2020 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
This EQUITY COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this “Agreement”), dated as of April 6, 2020 (the “Agreement Effective Date”) is made by and among Quorum Health Corporation, a Delaware corporation (“Quorum”), on behalf of itself and each other Debtor, on one hand, and severally and not jointly, each Equity Commitment Party, or investment advisor or manager thereof, set forth on Schedule 1 hereto (together with their respective successors and permitted assigns and any subsequent Equity Commitment Party that becomes party to this Agreement in accordance with the terms hereof, collectively, the “Equity Commitment Parties” and each, an “Equity Commitment Party”). Quorum and each Equity Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not immediately defined in the preamble and recitals to this Agreement have the meaning ascribed to such terms in Arti
ELIGIBILITY SCREENING SERVICES AGREEMENTEligibility Screening Services Agreement • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This Services Agreement (this “Agreement”) entered into this 29th day of April, 2016 by and between Eligibility Screening Services, LLC, a Delaware limited liability company (“Vendor”), and QHCCS, LLC, a Delaware limited liability company (“Client”).
ContractCredit Agreement • March 15th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
Amendment NO. 2 dated as of March 14, 2018 (this “Amendment”), to the Credit Agreement dated as of April 29, 2016, as amended by Amendment No. 1 to the Credit Agreement, dated as of April 11, 2017 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among QUORUM HEALTH CORPORATION, a Delaware corporation (the “Borrower”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
Supplemental IndentureSupplemental Indenture • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of April 29, 2016, by and among Quorum Health Corporation, a Delaware corporation (“Issuer”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Regions Bank, as Trustee under the Indenture referred to below.
INDUCEMENT AWARD PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT Quorum Health CorporationInducement Award • September 28th, 2018 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT between you and Quorum Health Corporation, a Delaware corporation (the “Company”) governs an Award of the Company’s Restricted Stock in the amount and on the date specified in your Award notification (the “Date of Grant”).
COMPUTER AND DATA PROCESSING TRANSITION SERVICES AGREEMENTComputer and Data Processing • May 2nd, 2016 • Quorum Health Corp • Services-general medical & surgical hospitals, nec • Tennessee
This COMPUTER AND DATA PROCESSING TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of 29th day of April, 2016, is by and between CHSPSC, LLC, a Delaware limited liability company (“CHSPSC”), and QHCCS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, hereinafter sometimes referred to as “Customer”).
