100% Uses in Loan Modifications Clause

Loan Modifications

LOAN MODIFICATION AGREEMENT dated as of August 22, 2012 (this Agreement), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Borrower), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Parent), the Subsidiary Guarantors listed on the signature pages hereto, the Accepting Lenders (as defined below) and CREDIT SUISSE AG (CS), as administrative agent (in such capacity, the Administrative Agent).

Loan Modifications. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, as of the Loan Modification Effective Date, each Accepting Lender agrees that (i) 100% of its Existing Non-Extended Term Loans or (ii) such lesser principal amount of its Existing Non-Extended Term Loans as may be specified by such Accepting Lender on its executed counterpart of this Agreement will be converted into Extended Term Loans (as defined in the Credit Agreement) of like outstanding principal amount, provided that, in the event that the aggregate principal amount of the Existing Non-Extended Term Loans which Accepting Lenders agree to convert into Extended Term Loans in accordance with the foregoing clause (i) or (ii) (such Existing Non-Extended Term Loans being referred to herein as the Designated Existing Non-Extended Term Loans) is greater than $300,000,000, the Borrower may (but shall not be obligated to) elect, by written notice to the Administrative Agent, to cause less than all (but not less than $300,000,000 aggregate principal amount) of the Designated Existing Non-Extended Term Loans to become Extended Term Loans, such allocation to be made on a pro rata basis among the Accepting Lenders, such that the same proportion of each Accepting Lenders Designated Existing Non-Extended Term Loans is so converted into Extended Term Loans (such election, a Pro Rata Allocation Election). (b) The Existing Non-Extended Term Loans of any Lender that are not converted into Extended Term Loans shall, following the Loan Modification Effective Date, continue to be in effect and outstanding under the Credit Agreement, on the terms and conditions set forth therein, as Non-Extended Funded Term Loans. (c) The parties hereto hereby agree that (i) the Administrative Agent, in consultation with the Borrower and the Accepting Lenders, is authorized to take such actions as are necessary to ensure that the Existing Non-Extended Term Loans converted into Extended Term Loans pursuant to this Agreement are included within the Borrowings of Extended Term Loans outstanding on the Loan Modification Effective Date on a ratable basis (calculated by reference to the aggregate principal amount of the Borrowings of Extended Term Loans outstanding on the Loan Modification Effective Date) and (ii) no breakage or similar costs will accrue solely as a result of the transactions contemplated by this Section 2. (d) The terms and conditions of the Non-Extended Term Loans extended pursuant to this Agreement shall be identical to those of the Extended Term Loans as set forth in the Credit Agreement; provided that, beginning with the Extended Term Loan Repayment Date falling on the last Business Day of September 2012, for purposes of calculating the amount of the repayment due with respect to Extended Term Loans on each Extended Term Loan Repayment Date pursuant to Section 2.11(a)(iii) of the Credit Agreement, the aggregate principal amount of all Extended Term Loans outstanding on the First Restatement Effective Date shall include both the aggregate principal amount of the Non-Extended Term Loans that were converted to Extended Term Loans on the Second Restatement Effective Date and the aggregate principal amount of the Non-Extended Term Loans converted to Extended Term Loans on the Loan Modification Effective Date pursuant to this Agreement, in each case as if such Non-Extended Term Loans had been converted to Extended Term Loans on the First Restatement Effective Date.