EX-10.1 2 d495120dex101.htm EX-10.1 EIGHTH OMNIBUS AMENDMENT
Exhibit 10.1
EIGHTH OMNIBUS AMENDMENT
This EIGHTH OMNIBUS AMENDMENT is made as of November 13, 2017 (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, PNC BANK, NATIONAL ASSOCIATION (“PNC”), 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, CHSPSC, LLC (as successor-by-conversion to Community Health Systems Professional Services Corporation), a Delaware limited liability company (“Professional Services”), as Collection Agent under each of the Receivables Loan Agreement, the Contribution Agreement and the Sale Agreement (as each is defined below), 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), 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 or the Sale Agreement, as applicable, 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, PNC, 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, 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”); and
WHEREAS, the parties hereto desire to amend certain provisions of the Receivables Loan Agreement, the Sale Agreement, and the Contribution 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. Amendment to Receivables Loan Agreement. Subject to all of the terms and conditions set forth in this Amendment, effective as of the Effective Date, the Receivables Loan Agreement is hereby amended as follows:
(a) The definition of “Medicare/Medicaid Cost Report Liability Reserve” in Section 1.01 of the Receivables Loan Agreement is deleted in its entirety.
(b) Section 1.01 of the Receivables Loan Agreement is amended by inserting the following definition in the appropriate alphabetical order:
“Eighth Omnibus Amendment Effective Date” means November 13, 2017.
“Medicare/Medicaid/Blue Cross/Blue Shield Cost Report Liability Reserve” means, at any time, all Medicare and Medicaid cost report liabilities and all Blue Cross/Blue Shield cost report liabilities as shown on the financial statements of the Originators determined in accordance with the Critical Accounting Policy plus any additional reserves that the Administrative Agent may establish and maintain from time to time in its reasonable discretion to reflect any claims asserted or threatened by an Obligor that is a Governmental Entity that may result in a setoff, recoupment or other reduction of amounts payable on Receivables.
(c) The following definition in Section 1.01 of the Receivables Loan Agreement is amended and restated in its entirety to read as follows:
“Scheduled Termination Date” means November 13, 2019, as such date may be extended thereafter in accordance with Section 2.03(a) or Section 10.01.
(d) Each reference in the Receivables Loan Agreement to “Medicare/Medicaid Cost Report Liability Reserve” is replaced with “Medicare/Medicaid/Blue Cross/Blue Shield Cost Report Liability Reserve.”
SECTION 2. Amendment to Sale Agreement. Subject to all of the terms and conditions set forth in this Amendment, effective as of the Effective Date, the Sale Agreement is hereby amended as follows:
(a) Section 9.14(b)(iii) of the Sale Agreement is amended by adding the words “or the 2018 calendar year” immediately after the words “the 2017 calendar year” contained therein.
(b) Each reference in the Receivables Sale Agreement to “Medicare/Medicaid Cost Report Liability Reserve” is replaced with “Medicare/Medicaid/Blue Cross/Blue Shield Cost Report Liability Reserve.”
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SECTION 3. Amendment to Contribution Agreement. Subject to all of the terms and conditions set forth in this Amendment, effective as of the Effective Date, the Contribution Agreement is hereby amended as follows:
(a) Each reference in the Contribution Agreement to “Medicare/Medicaid Cost Report Liability Reserve” is replaced with “Medicare/Medicaid/Blue Cross/Blue Shield Cost Report Liability Reserve.”
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective upon the date on which the following conditions have been satisfied (with respect to documentary conditions, in form and substance reasonably acceptable to the Administrative Agent) (such date, the “Effective Date”):
(a) The Administrative Agent shall have received counterparts of (i) this Amendment duly executed by each of the Borrower, the Company, the Managing Agents, the Committed Lenders, the Conduit Lenders, the Administrative Agent, 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 and the Originators and (ii) any fee letter required by the Administrative Agent and/or the Managing Agents in connection with this Amendment duly executed by the parties thereto.
(b) All fees and expenses required to be paid on or prior to the date hereof pursuant to (i) any fee letter referred to in clause (a)(ii) above or (ii) any other Facility Document shall have been paid.
(c) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an opinion of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel for Borrower, Collection Agent, and CHS, as to existence and good standing, due authorization and execution, and enforceability, and (ii) an opinion of in-house counsel for Borrower, Collection Agent, Originators and CHS regarding additional corporate matters.
(d) Each Managing Agent and the Administrative Agent shall have completed satisfactory due diligence and obtained the requisite credit approvals.
SECTION 5. 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, the Contribution Agreement, the Sale Agreement and the other Facility Documents, each as amended hereby, as applicable, 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
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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.
(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 6. Facility Document. This Amendment shall constitute a Facility Document under the terms of the Receivables Loan Agreement as amended hereby.
SECTION 7. Further Assurances. The CHS Parties 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 8. 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 in effect on the date hereof, 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 is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
SECTION 9. 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 amendment to the Receivables Loan Agreement set forth in Section 1 of this Amendment and the amendment to the Sale Agreement set forth in Section 2 of this Amendment, and hereby
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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, the Contribution Agreement and the Sale Agreement, each as amended by this Amendment, and the Performance Undertaking is hereby so ratified and confirmed.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF 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 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 TO 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 11. 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 12. 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 13. 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.
| CHS RECEIVABLES FUNDING, LLC, as Borrower and as Company | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| CHS Receivables Funding, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇_▇▇▇▇▇▇▇@▇▇▇.▇▇▇ | ||
| CHSPSC, LLC, as Collection Agent under each of the Receivables Loan Agreement, the Contribution Agreement and the Sale Agreement and as Authorized Representative | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| CHSPSC, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇_▇▇▇▇▇▇▇@▇▇▇.▇▇▇ |
Signature Page to Eighth Omnibus Amendment
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, as a Managing Agent and as a Committed Lender | ||
| By: | /s/ Kostantina Kourmpetis | |
| Name: | Kostantina Kourmpetis | |
| Title: | Managing Director | |
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Lender | ||
| By: | CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as attorney-in-fact | |
| By: | /s/ Kostantina Kourmpetis | |
| Name: | Kostantina Kourmpetis | |
| Title: | Managing Director | |
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director |
Signature Page to Eighth Omnibus Amendment
| THE BANK OF NOVA SCOTIA, as a Managing Agent and as a Committed Lender |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Execution Head & Director |
| LIBERTY STREET FUNDING LLC, as a Conduit Lender |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Vice President |
Signature Page to Eighth Omnibus Amendment
| PNC BANK, NATIONAL ASSOCIATION, as a Managing Agent |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Senior Vice President |
| PNC BANK, NATIONAL ASSOCIATION, as a Committed Lender |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Senior Vice President |
Signature Page to Eighth Omnibus Amendment
| CHS/COMMUNITY HEALTH SYSTEMS, INC., as Transferor, as Buyer and individually | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| CHS/Community Health Systems, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇_▇▇▇▇▇▇▇@▇▇▇.▇▇▇ |
Signature Page to Eighth Omnibus Amendment
| 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 | ||
| CRESTVIEW HOSPITAL CORPORATION | ||
| DEACONESS HEALTH SYSTEM, LLC | ||
| ▇▇▇▇▇ HEALTH SYSTEM, LLC | ||
| DYERSBURG HOSPITAL COMPANY, LLC | ||
| EMPORIA HOSPITAL CORPORATION | ||
| ▇▇▇▇▇ HOSPITAL CORPORATION | ||
| FRANKLIN HOSPITAL CORPORATION | ||
| GADSDEN REGIONAL MEDICAL CENTER, LLC | ||
| GRANBURY HOSPITAL CORPORATION | ||
| GREENBRIER VMC, LLC | ||
| HOSPITAL OF MORRISTOWN, LLC | ||
| JACKSON, TENNESSEE HOSPITAL COMPANY, LLC | ||
| ▇▇▇ COUNTY OKLAHOMA HOSPITAL COMPANY, LLC | ||
| LAKE WALES HOSPITAL CORPORATION | ||
| LAS CRUCES MEDICAL CENTER, LLC | ||
| LEA REGIONAL HOSPITAL, LLC | ||
| ▇▇▇▇▇▇ HOSPITAL COMPANY, LLC | ||
| ▇▇▇▇ ▇▇▇▇▇ HEALTH SYSTEM LLC | ||
| MCSA, L.L.C. | ||
| ▇▇▇▇▇▇▇ HOSPITAL COMPANY, LLC | ||
| MOORESVILLE HOSPITAL MANAGEMENT ASSOCIATES, LLC | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| NAPLES HMA, LLC | ||
| NATIONAL HEALTHCARE OF LEESVILLE, INC. | ||
| NORTHWEST HOSPITAL, LLC | ||
| ORO VALLEY HOSPITAL, LLC | ||
| PETERSBURG HOSPITAL COMPANY, LLC | ||
| ▇▇▇▇▇▇ HOSPITAL, LLC | ||
| QHG OF ENTERPRISE, INC. | ||
| QHG OF SOUTH CAROLINA, INC. | ||
| ROSWELL HOSPITAL CORPORATION | ||
| RUSTON LOUISIANA HOSPITAL COMPANY, LLC | ||
| SCRANTON HOSPITAL COMPANY, LLC | ||
| SHELBYVILLE HOSPITAL COMPANY, LLC | ||
| SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC | ||
| ST. ▇▇▇▇▇▇ HEALTH SYSTEM LLC | ||
| WARSAW HEALTH SYSTEM LLC | ||
| ▇▇▇▇▇▇ HEALTH SYSTEM LLC | ||
| ▇▇▇▇▇▇-▇▇▇▇▇ HOSPITAL COMPANY, LLC | ||
| KIRKSVILLE MISSOURI HOSPITAL COMPANY, LLC | ||
| LUTHERAN MUSCULOSKELETAL CENTER, LLC | ||
| OAK HILL HOSPITAL CORPORATION | ||
| SALEM HOSPITAL CORPORATION | ||
| SCRANTON QUINCY HOSPITAL COMPANY, LLC | ||
| ▇▇▇▇▇▇▇▇ HEALTH SYSTEM, LLC | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| BILOXI H.M.A., LLC | ||
| ▇▇▇▇▇▇▇ HMA, LLC | ||
| ▇▇▇▇▇▇▇▇ COUNTY HMA, LLC | ||
| ▇▇▇▇▇▇▇ HMA, LLC | ||
| CITRUS HMA, LLC | ||
| CLINTON HMA, LLC | ||
| ▇▇▇▇▇ COUNTY HMA, LLC | ||
| ▇▇▇▇▇▇ H.M.A., LLC | ||
| EAST GEORGIA REGIONAL MEDICAL CENTER, LLC | ||
| FORT ▇▇▇▇▇ HMA, LLC | ||
| ▇▇▇▇▇▇ CITY HMA, LLC | ||
| HERNANDO HMA, LLC | ||
| HMA ▇▇▇▇▇▇▇▇ COUNTY GENERAL | ||
| HOSPITAL, LLC | ||
| HMA SANTA ▇▇▇▇ MEDICAL CENTER, LLC | ||
| ▇▇▇▇▇▇▇ HMA, LLC | ||
| JEFFERSON COUNTY HMA, LLC | ||
| KEY WEST HMA, LLC | ||
| LANCASTER HOSPITAL CORPORATION | ||
| LEBANON HMA, LLC | ||
| MADISON HMA, LLC | ||
| ▇▇▇▇▇▇▇▇ COUNTY HMA, LLC | ||
| METRO KNOXVILLE HMA, LLC | ||
| MIDWEST REGIONAL MEDICAL CENTER, LLC | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Amendment to Receivables Loan Agreement
| ORIGINATORS (CONT.): | ||
| NORTHWEST ARKANSAS HOSPITALS, LLC | ||
| PASCO REGIONAL MEDICAL CENTER, LLC | ||
| POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC | ||
| PORT CHARLOTTE HMA, LLC | ||
| PUNTA GORDA HMA, LLC | ||
| RIVER OAKS HOSPITAL, LLC | ||
| ROH, LLC | ||
| SEMINOLE HMA, LLC | ||
| STATESVILLE HMA, LLC | ||
| TRIAD OF ALABAMA, LLC | ||
| TULLAHOMA HMA, LLC | ||
| TUNKHANNOCK HOSPITAL COMPANY LLC | ||
| VENICE HMA, LLC | ||
| VICKSBURG HEALTHCARE, LLC | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| BROWNWOOD HOSPITAL, L.P. | ||
| By: Brownwood Medical Center, LLC | ||
| Its: General Partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| COLLEGE STATION HOSPITAL, L.P. | ||
| By: | College Station Medical Center, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| IOM HEALTH SYSTEM, L.P. | ||
| By: | Lutheran Health Network Investors, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| LAREDO TEXAS HOSPITAL COMPANY, L.P. | ||
| By: | ▇▇▇▇ Hospital Corporation |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| LONGVIEW MEDICAL CENTER, L.P. | ||
| By: | Regional Hospital of Longview, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| ▇▇▇▇▇▇▇ HOSPITAL, L.P. | ||
| By: | ▇▇▇▇▇▇▇ Regional, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| PINEY ▇▇▇▇▇ HEALTHCARE SYSTEM, L.P. | ||
| By: | Woodland Heights Medical Center, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| REHAB HOSPITAL OF FORT ▇▇▇▇▇ GENERAL PARTNERSHIP | ||
| By: | Lutheran Health Network Investors, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| SAN ▇▇▇▇▇▇ HOSPITAL, L.P. | ||
| By: | San ▇▇▇▇▇▇ Community Medical Center, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| VICTORIA OF TEXAS, L.P. | ||
| By: | ▇▇▇▇▇ Hospital, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment
| ORIGINATORS (CONT.): | ||
| ARMC, L.P. | ||
| By: | Triad-ARMC, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer | |
| CRESTWOOD HEALTHCARE, L.P. | ||
| By: | Crestwood Hospital, LLC | |
| Its: | General Partner | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President and Treasurer |
Signature Page to Eighth Omnibus Amendment