exv10w1






Exhibit 10.1




EXECUTION COPY





     AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 5, 2010
(this “Agreement”), to the CREDIT AGREEMENT dated as of July 25, 2007 (the
“Original Credit Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a
Delaware corporation, COMMUNITY HEALTH SYSTEMS, INC., a Delaware
corporation, the Subsidiary Guarantors listed on the signature pages
hereto, the Lenders listed on the signature pages hereto and CREDIT SUISSE
AG, as Administrative Agent and Collateral Agent.



PRELIMINARY STATEMENT




     The Borrower has requested that the Original Credit Agreement be amended and restated in the
form attached hereto as Exhibit A (as so amended and restated, the “Restated Credit
Agreement”), to, among other things (a) extend the maturity of, and modify the pricing terms with
respect to, a portion of the Existing Term Loans and (b) permit the Borrower and its Subsidiaries,
subject to conditions set forth in the Restated Credit Agreement, to incur Indebtedness that is
secured on a pari passu basis with the Obligations.



     On the Restatement Effective Date (as defined below), certain of the terms of the Existing
Term Loans of each Term Lender that approves this Agreement and elects to convert all (or a
portion) of its Existing Term Loans into Extended Term Loans by executing and delivering to the
Administrative Agent (or its counsel), on or prior to 6:00 p.m., New York City time, on November 4,
2010 (the “Delivery Time”), a signature page to this Agreement designating itself as an “Extended
Term Loan Lender” will be modified as set forth herein.



     Accordingly, in consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
(including the preliminary statement hereto) shall have the meanings assigned thereto in the
Restated Credit Agreement. The provisions of Section 1.02 of the Restated Credit Agreement are
hereby incorporated by reference herein, mutatis mutandis.




          SECTION 2. Amendment and Restatement of the Credit Agreement. Effective as of the
Restatement Effective Date, the Original Credit Agreement is hereby amended and restated in the
form attached hereto as Exhibit A.




          SECTION 3. Amendment and Restatement of the Guarantee and Collateral Agreement.
Effective as of the Restatement Effective Date, the Guarantee and Collateral Agreement (as in
effect immediately prior to the Restatement Effective Date,





 









 







the “Existing Guarantee and Collateral Agreement”) is hereby amended and restated in the form
attached hereto as Exhibit B (as so amended and restated, the “Restated Guarantee and
Collateral Agreement”).




          SECTION 4. Concerning the Term Loans. (a) Subject to the terms and conditions set
forth herein and in the Restated Credit Agreement, as of the Restatement Effective Date, each
Extended Term Loan Lender agrees that (i) 100% of its Existing Term Loans or (ii) such lesser
principal amount of its Existing Term Loans as may be specified by such Extended Term Loan Lender
on its executed counterpart of this Agreement will be converted into Extended Term Loans of like
outstanding principal amount, provided that, in the event that the aggregate principal amount of
the Existing Term Loans which Extended Term Loan Lenders agree to convert into Extended Term Loans
in accordance with the foregoing clauses (i) or (ii) (such aggregate Existing Term Loans so agreed
to be extended, the “Designated Existing Term Loans”) immediately prior to such conversion is
greater than $1,500,000,000, 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 $1,500,000,000
aggregate principal amount) of the Designated Existing Term Loans to become Extended Term Loans,
such allocation to be made on a pro rata basis among the Extended Term Loan Lenders, such that the
same proportion of each Extended Term Loan Lender’s Designated Existing Term Loans are so converted
into Extended Term Loans (such election, a “Pro Rata Allocation Election”).




          (b) In the event the Borrower makes a Pro Rata Allocation Election, if any Extended Term Loan
Lender holds, immediately prior to the conversion of such Lender’s Existing Term Loans into
Extended Term Loans, both (i) Existing Funded Term Loans and (ii) Existing Delayed Draw Term Loans,
then a portion of each shall be converted into Extended Term Loans, such that (A) the ratio of
Non-Extended Funded Term Loans to Non-Extended Delayed Draw Term Loans held by such Lender
immediately following such conversion is the same as (B) the ratio of Existing Funded Term Loans to
Existing Delayed Draw Term Loans held by such Lender had been immediately prior to such conversion.




          (c) In the event the Borrower makes a Pro Rata Allocation Election, then, if any Extended Term
Loan Lender holds, immediately prior to the conversion of such Lender’s Existing Term Loans into
Extended Term Loans, Existing Funded Term Loans or Existing Delayed Draw Term Loans (i) of more
than one Type or (ii) in the case of Eurodollar Loans, having more than one Interest Period, then a
portion of such Existing Funded Term Loans or Existing Delayed Draw Term Loans, as applicable, (A)
of each such Type and (B) if applicable, subject to each such Interest Period, shall be converted
into Extended Term Loans, in each case such that, (1) the proportion of such Extended Term Loan
Lender’s aggregate Non-Extended Funded Term Loans or Non-Extended Delayed Draw Term Loans, as
applicable, constituted by any Loans that are of the same Type and subject to the same Interest
Period immediately following such conversion shall be the same as (2) the proportion of such
Extended Term Loan Lender’s total Existing Funded Term Loans or Existing Delayed Draw Term Loans,
as applicable, constituted by Loans of such Type and subject to such Interest Period had been
immediately prior to such conversion.






 









 








          (d) The Existing Funded Term Loans of any Lender that are not converted into Extended Term
Loans shall constitute “Non-Extended Funded Term Loans”, and the Existing Delayed Draw Term Loans
of any Lender that are not converted into Extended Term Loans shall constitute “Non-Extended
Delayed Draw Term Loans”, and shall in each case, following the Restatement Effective Date,
continue to be in effect and outstanding under the Restated Credit Agreement on the terms and
conditions set forth therein.




          (e) None of the transactions set forth in this Section 4 shall be deemed to be a conversion of
any Term Loan into a Loan of a different Type or with a different Interest Period or a payment or
prepayment of any Term Loan, and the parties hereto hereby agree that no breakage or similar costs
will accrue solely as a result of the transactions contemplated by this Section 4.




          SECTION 5. Representations and Warranties. Each of Parent, the Borrower and each
Subsidiary Guarantor hereby represents and warrants to each other party hereto that:




          (a) The representations and warranties set forth in Article III of the Restated Credit
Agreement and in each other Loan Document are true and correct in all material respects on and as
of the Restatement Effective Date as though made on and as of such date, except to the extent that
such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects as of such earlier
date.




          (b) No Default or Event of Default has occurred and is continuing.




          (c) None of the Security Documents in effect on the Restatement Effective Date will be
rendered invalid, non-binding or unenforceable against any Loan Party as a result of this
Agreement. The Guarantees created under such Security Documents will continue to guarantee the
Obligations (as the Obligations are modified hereunder) to the same extent as they guaranteed the
Obligations immediately prior to the Restatement Effective Date. The Liens created under such
Security Documents will continue to secure the Obligations (as the Obligations are modified
hereunder), and, subject to clause (g) below, will continue to be perfected, in each case, to the
same extent as they secured the Obligations or were perfected immediately prior to the Restatement
Effective Date.




          SECTION 6. Effectiveness. This Agreement shall become effective on and as of the date
on which each of the following conditions precedent is satisfied (such date, the “Restatement
Effective Date”):




          (a) The Administrative Agent shall have received counterparts hereof duly executed and
delivered by Parent, the Borrower, each Subsidiary Loan Party and the Required Lenders.




          (b) The Administrative Agent shall have received a favorable written opinion of (i) Kirkland &
Ellis LLP, counsel for Parent and the Borrower, substantially to





 









 







the effect set forth on Exhibit C-1 and (ii) the general counsel of Parent,
substantially to the effect set forth in Exhibit C-2.




          (c) The Administrative Agent shall have received (i) a certificate as to the good standing of
each Loan Party as of a recent date, from the Secretary of State of its state of organization; (ii)
a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement
Effective Date and certifying (A) that attached thereto is a true and complete copy of (1) the
by-laws (or equivalent thereof) and (2) the certificate or articles of incorporation, certified as
of a recent date by the Secretary of State of the applicable state of organization, in each case of
such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior
to the date of the resolutions described in clause (B) below, (or, if such by-laws (or equivalent
thereof) or certificate or articles of incorporation have not been amended or modified since any
delivery thereof to the Administrative Agent on the Closing Date, certifying that no such amendment
or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors (or equivalent thereof) of such Loan Party authorizing the
execution, delivery and performance of the Loan Documents to which such person is a party, and that
such resolutions have not been modified, rescinded or amended and are in full force and effect and
(C) as to the incumbency and specimen signature of each officer executing this Agreement or any
other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate
of another officer as to the incumbency and specimen signature of the Secretary or Assistant
Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as
the Administrative Agent may reasonably request.




          (d) The Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the
conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Restated Credit
Agreement.




          (e) The Administrative Agent shall have received all Fees and other amounts due and payable on
or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder
or under any other Loan Document.




          (f) The Security Documents shall be in full force and effect on the Restatement Effective
Date, and the Collateral Agent on behalf of the Secured Parties shall have a security interest in
the Collateral of the type and priority described in each Security Document.




          (g) Each of the Security Documents relating to each of the Mortgaged Properties shall be in
full force and effect, each of such Mortgaged Properties shall not be subject to any Lien other
than those permitted under Section 6.02 of the Restated Credit Agreement, each of such Security
Documents shall have been filed and recorded in the recording office as specified on Schedule
3.19(c) of the Restated Credit Agreement (or a lender’s title insurance policy, in form and
substance reasonably acceptable to the Collateral Agent, insuring such Security Document as a first
lien on such Mortgaged





 









 







Property (subject to any Lien permitted by Section 6.02 of the Restated Credit Agreement)
shall have been received by the Collateral Agent) and, in connection therewith, the Collateral
Agent shall have received evidence reasonably satisfactory to it of each such filing and
recordation and the Collateral Agent shall have received such other documents, including a policy
or policies of title insurance issued by a nationally recognized title insurance company, together
with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent,
insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than
those permitted under Section 6.02 of the Restated Credit Agreement, together with such legal
opinions as are required to be furnished pursuant to the terms of the Mortgages or as may be
reasonably requested by the Collateral Agent. Notwithstanding the foregoing, this paragraph (g)
may be satisfied on or prior to the date occurring 90 days after the Restatement Effective Date, or
such later date as determined in the sole discretion of the Administrative Agent.




          (h) The Administrative Agent shall have received payment from the Borrower, for the account of
each Lender that transmits its executed counterpart of this Agreement to the Administrative Agent
(or its counsel) on or prior to the Delivery Time, of an amendment fee in an amount equal to 0.10%
of the aggregate principal amount of the outstanding Loans and unused Commitments of such Lender as
of the Restatement Effective Date. Such fees shall be payable in immediately available funds and,
once paid, shall not be refundable in whole or in part.



The Administrative Agent shall notify the parties hereto of the Restatement Effective Date and such
notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not
become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m. New
York City time on November 5, 2010.




          SECTION 7. Effect of this Agreement. (a) Except as expressly set forth herein, this
Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party
under the Restated Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or agreements contained
in the Restated Credit Agreement or any other Loan Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. Nothing herein shall be deemed to
entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit
Agreement or any other Loan Document in similar or different circumstances.




          (b) On and after the Restatement Effective Date, each reference in the Restated Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
reference to the ‘Credit Agreement” in any other Loan Document, shall be deemed a reference to the
Restated Credit Agreement. Additionally, each reference in the Restated Guarantee and Collateral
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
reference to the





 









 







Guarantee and Collateral Agreement in any other Loan Document, shall be deemed a reference to
the Restated Guarantee and Collateral Agreement.




          (c) This Agreement shall constitute a “Loan Document” for all purposes of the Original Credit
Agreement, the Restated Credit Agreement and the other Loan Documents.




          SECTION 8. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary
Guarantors identified on the signature pages hereto (collectively, Parent, the Borrower and such
Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to
receive substantial direct and indirect benefits as a result of this Agreement and the transactions
contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the
transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants
of security interests, as applicable, under each of the Loan Documents to which it is party, and
agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated
hereby, such guarantees, pledges and grants of security interests shall continue to be in full
force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming
Loan Parties further agrees to take any action that may be required or that is reasonably requested
by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated
hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan
Document to which it is party.




          SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with the Loan Documents (including the
preparation of this Agreement), including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.




          SECTION 10. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery by electronic transmission of an executed counterpart of a signature
page to this Agreement shall be effective as delivery of an original executed counterpart of this
Agreement.




          SECTION 11. No Novation. Neither this Agreement nor the effectiveness of the Restated
Credit Agreement or the Restated Guarantee and Collateral Agreement shall extinguish the
obligations for the payment of money outstanding under the Original Credit Agreement or discharge
or release the Lien or priority of any Loan Document or any other security therefor or any
guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of
the Obligations outstanding under the Original Credit Agreement or instruments guaranteeing or
securing the same, which shall remain in full force and effect, except as modified hereby or by
instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the
Restated Credit Agreement, the Restated Guarantee and Collateral Agreement or any other document
contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower
under the Original Credit Agreement or any Loan Party under





 









 







the Existing Guarantee and Collateral Agreement or any other Loan Document from any of its
obligations and liabilities thereunder. The Original Credit Agreement, the Existing Guarantee and
Collateral Agreement and each of the other Loan Documents shall remain in full force and effect,
until and except as modified hereby or thereby in connection herewith or therewith.




          SECTION 12. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




          SECTION 13. Headings. Section headings used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.




[Remainder of page intentionally left blank]





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and Chief
Financial
Officer 	 
	 
	 	COMMUNITY HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and Chief
Financial
Officer 	 



 









 









     IN WITNESS WHEREOF, the undersigned has executed this Agreement on behalf of each Company as
of the date above first written.





	 	 	 	 	 
	 	

Abilene Hospital, LLC

Abilene Merger, LLC

Anna Hospital Corporation

Arizona DH, LLC

Berwick Hospital Company, LLC

BH Trans Company, LLC

Big Bend Hospital Corporation

Big Spring Hospital Corporation

Birmingham Holdings, LLC

Birmingham Holdings II, LLC

Bluefield Holdings, LLC

Bluefield Hospital Company, LLC

Bluffton Health System, LLC

Brownsville Hospital Corporation

Brownwood Hospital, L.P.

Brownwood Medical Center, LLC

Carlsbad Medical Center, LLC

Centre Hospital Corporation

CHHS Holdings, LLC

CHS Kentucky Holdings, LLC

CHS Pennsylvania Holdings, LLC

CHS Virginia Holdings, LLC

CHS Washington Holdings, LLC

Claremore Regional Hospital, LLC

Clarksville Holdings, LLC

Cleveland Hospital Corporation

Cleveland Regional Medical Center, L.P.

Cleveland Tennessee Hospital Company, LLC

Clinton Hospital Corporation

Coatesville Hospital Corporation

College Station Hospital, L.P.

College Station Medical Center, LLC

College Station Merger, LLC

Community GP Corp.

Community Health Investment Company, LLC

Community LP Corp.

CP Hospital GP, LLC

CPLP, LLC

Crestwood Hospital, LP, LLC

Crestwood Hospital, LLC

CSMC, LLC

CSRA Holdings, LLC


 	 
	 	By:  	             /s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and
Treasurer 	 



 









 










	 	 	 	 	 
	 	

Deaconess Holdings, LLC

Deaconess Hospital Holdings, LLC

Deming Hospital Corporation

Desert Hospital Holdings, LLC

Detar Hospital, LLC

DHSC, LLC

DHFW Holdings, LLC

Dukes Health System, LLC

Dyersburg Hospital Corporation

Emporia Hospital Corporation

Evanston Hospital Corporation

Fallbrook Hospital Corporation

Foley Hospital Corporation

Forrest City Arkansas Hospital Company, LLC

Forrest City Clinic Company, LLC

Forrest City Hospital Corporation

Fort Payne Hospital Corporation

Frankfort Health Partner, Inc.

Franklin Hospital Corporation

Gadsden Regional Medical Center, LLC

Galesburg Hospital Corporation

Granbury Hospital Corporation

Granite City Hospital Corporation

Granite City Illinois Hospital Company, LLC

Greenville Hospital Corporation

GRMC Holdings, LLC

Hallmark Healthcare Company, LLC

Hobbs Medco, LLC

Hospital of Barstow, Inc.

Hospital of Fulton, Inc.

Hospital of Louisa, Inc.

Hospital of Morristown, Inc.

Jackson Hospital Corporation (KY)

Jackson Hospital Corporation (TN)

Jourdanton Hospital Corporation

Kay County Hospital Corporation

Kay County Oklahoma Hospital Company, LLC

Kirksville Hospital Company, LLC

Lakeway Hospital Corporation

Lancaster Hospital Corporation

Las Cruces Medical Center, LLC

Lea Regional Hospital, LLC

Lexington Hospital Corporation

Longview Merger, LLC

LRH, LLC

Lutheran Health Network of Indiana, LLC




 	 
	 	By:  	             /s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and
Treasurer 	 



 









 








	 	 	 	 	 
	 	

Marion Hospital Corporation

Martin Hospital Corporation

Massillon Community Health System LLC

Massillon Health System LLC

Massillon Holdings, LLC

McKenzie Tennessee Hospital Company, LLC

McNairy Hospital Corporation

MCSA, L.L.C.

Medical Center of Brownwood, LLC

Merger Legacy Holdings, LLC

MMC of Nevada, LLC

Moberly Hospital Company, LLC

MWMC Holdings, LLC

National Healthcare of Leesville, Inc.

National Healthcare of Mt. Vernon, Inc.

National Healthcare of Newport, Inc.

Navarro Hospital, L.P.

Navarro Regional, LLC

NC-DSH, LLC

Northampton Hospital Company, LLC

Northwest Hospital, LLC

NOV Holdings, LLC

NRH, LLC

Oak Hill Hospital Corporation

Oro Valley Hospital, LLC

Palmer-Wasilla Health System, LLC

Payson Hospital Corporation

Pennsylvania Hospital Company, LLC

Phillips Hospital Corporation

Phoenixville Hospital Company, LLC

Pottstown Hospital Company, LLC

QHG Georgia Holdings, Inc.

QHG Georgia Holdings II, LLC

QHG Georgia, LP

QHG of Barberton, Inc.

QHG of Bluffton Company, LLC

QHG of Clinton County, Inc.

QHG of Enterprise, Inc.

QHG of Forrest County, Inc.

QHG of Fort Wayne Company, LLC

QHG of Hattiesburg, Inc.

QHG of Massillon, Inc.

QHG of South Carolina, Inc.

QHG of Spartanburg, Inc.

QHG of Springdale, Inc.

QHG of Warsaw Company, LLC

Quorum Health Resources, LLC



 	 
	 	By:  	             /s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and
Treasurer 	 



 









 








	 	 	 	 	 
	 	

Red Bud Hospital Corporation

Red Bud Illinois Hospital Company, LLC

Regional Hospital of Longview, LLC

River Region Medical Corporation

Roswell Hospital Corporation

Russell County Medical Center, Inc.

Ruston Hospital Corporation

Ruston Louisiana Hospital Company, LLC

SACMC, LLC

Salem Hospital Corporation

San Angelo Community Medical Center, LLC

San Angelo Medical, LLC

San Miguel Hospital Corporation

Shelbyville Hospital Corporation

Siloam Springs Arkansas Hospital Company, LLC

Siloam Springs Holdings, LLC

SouthCrest, L.L.C.

Southern Texas Medical Center, LLC

Spokane Valley Washington Hospital Company, LLC

Spokane Washington Hospital Company, LLC

Tennyson Holdings, LLC

Tooele Hospital Corporation

Triad Healthcare Corporation

Triad Holdings III, LLC

Triad Holdings IV, LLC

Triad Holdings V, LLC

Triad Nevada Holdings, LLC

Triad of Alabama, LLC

Triad of Oregon, LLC

Triad-ARMC, LLC

Triad-Denton Hospital GP, LLC

Triad-Denton Hospital, L.P.

Triad-El Dorado, Inc.

Triad-Navarro Regional Hospital Subsidiary, LLC

Triad-South Tulsa Hospital Company, Inc.

VHC Medical, LLC

Vicksburg Healthcare, LLC

Victoria Hospital, LLC

Victoria of Texas, L.P.

Virginia Hospital Company, LLC



 	 
	 	By:  	             /s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and
Treasurer 	 



 









 







	 	 	 	 	 
	 	Warren Ohio Hospital Company, LLC

Warren Ohio Rehab Hospital Company, LLC

Watsonville Hospital Corporation

Waukegan Hospital Corporation

Waukegan Illinois Hospital Company, LLC

Weatherford Hospital Corporation

Weatherford Texas Hospital Company, LLC

Webb Hospital Corporation

Webb Hospital Holdings, LLC

Wesley Health System, LLC

West Grove Hospital Company, LLC

WHMC, LLC

Wilkes-Barre Behavioral Hospital Company, LLC

Wilkes-Barre Holdings, LLC

Wilkes-Barre Hospital Company, LLC

Williamston Hospital Corporation

Women & Children’s Hospital, LLC

Woodland Heights Medical Center, LLC

Woodward Health System, LLC

Youngstown Ohio Hospital Company, LLC



 	 
	 	By:  	             /s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and
Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative
Agent, Collateral Agent, Swingline Lender and Issuing Bank,

 	 
	 	By:  	/s/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Rahul Parmar
 	 
	 	 	Name:  	Rahul Parmar 	 
	 	 	Title:  	Associate 	 



 









 






	 	 	 	 	 



EXHIBIT A



Form of
Amended and Restated Credit Agreement

See
Exhibit 10.2 to Community Health Systems, Inc.’s Form 8-K filed on November 9, 2010





 









 








EXHIBIT B



Form of
Amended and Restated Guarantee and Collateral Agreement

See
Exhibit 10.3 to Community Health Systems, Inc.’s Form 8-K filed on November 9, 2010



 









 





EXHIBIT C-1




Form of Kirkland & Ellis LLP Opinion





 











 





November 5, 2010




Credit Suisse AG,

   as Administrative Agent, Collateral

   Agent, and Issuing Bank

Credit Suisse Securities (USA) LLC,

   as Sole Book Runner

   and Sole Lead Arranger,

Wells Fargo Bank, N.A.,

   as Syndication Agent,

JPMorgan Chase Bank, N.A.,

   as Co-Documentation Agent,

Bank of America, N.A.,

   as Co-Documentation Agent, and

Each of the Lenders party to

   the Credit Agreement described below



Ladies and Gentlemen:




          We are issuing this opinion letter in our capacity as special legal counsel to: (i)
CHS/Community Health Systems, Inc., a Delaware corporation (“Borrower”), (ii) Community
Health Systems, Inc., a Delaware corporation (“Parent”), and (iii) each of the Subsidiaries
listed on the Schedule of Guarantors attached hereto as Schedule E (collectively,
the “Guarantors” and each a “Guarantor”) in response to the requirement in
Section 6(b) of the Amendment and Restatement Agreement, dated as of even date herewith
(the “Amendment Agreement”), among Parent, Borrower, the Guarantors and Credit Suisse, as
Administrative Agent and Collateral Agent (the “Agent”), and the Lenders listed on the
signature pages thereto, which Amendment Agreement amends and restates (A) the Credit Agreement,
dated as of July 25, 2007 (the “Existing Credit Agreement”), among Parent, Borrower, Agent,
and the Lenders party thereto (the Existing Credit Agreement, as amended and restated by the
Amendment Agreement, the “Credit Agreement”) and (B) the Guarantee and Collateral
Agreement, dated as of July 25, 2007 (the “Existing Guarantee and Collateral Agreement”),
among Parent, Borrower, the Guarantors and Agent (the Existing Guarantee and Collateral Agreement
as amended and restated by the Amendment, the “Guarantee and Collateral Agreement”).
Parent, Borrower and the Guarantors are collectively referred to herein as the “Credit
Parties” and each a “Credit Party”. References herein to the “Delaware Credit
Parties” means each of Parent and Borrower.



 









 





November 5, 2010

Page 2




     Capitalized terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Credit Agreement. The Agent, the Sole Bookrunner and Sole Lead Arranger, the
Syndication Agent, the Co-Documentation Agents, and the Lenders are sometimes referred to herein as
“you”. The term “Credit Documents” whenever it is used in this letter means the
Amendment Agreement, the Credit Agreement and the Guarantee and Collateral Agreement, in each case
in the form executed by the parties thereto on the date hereof.



     The term “Organization Documents” whenever it is used in this letter means the
certificate of incorporation and the bylaws of the relevant entity, in each case, as amended
through the date hereof.



     Subject to the assumptions, qualifications, exclusions and other limitations that are
identified in this letter and in the schedules attached to this letter, we advise you, and, with
respect to each legal issue addressed in this letter, it is our opinion, that:




	1.	 	Each of the Delaware Credit Parties is a corporation existing and in good standing under the
Delaware General Corporation Law, as in effect on the date hereof (the “DGCL”).






	2.	 	Each of the Delaware Credit Parties has the corporate power to execute and deliver the
Amendment Agreement and perform its respective obligations under the Credit Documents to which
it is a party.






	3.	 	Each of the boards of directors of each of the Delaware Credit Parties has adopted by
requisite vote or action, in accordance with the applicable provisions of its Organization
Documents granting such authority to the board of directors, the resolutions necessary to
authorize (a) such Delaware Credit Party’s execution and delivery of the Amendment Agreement,
and the performance of such Delaware Credit Party’s obligations under, the Credit Documents to
which it is a party and (b) the grant by each Delaware Credit Party of the security interests
pursuant to the Guarantee and Collateral Agreement.






	4.	 	Each Delaware Credit Party has duly executed and delivered the Amendment Agreement.






	5.	 	Each of the Credit Documents executed by each Credit Party is a valid and binding obligation
of each such Credit Party that is a party thereto, and is enforceable against such Credit
Party in accordance with its terms.






	6.	 	The execution and delivery by each of the Delaware Credit Parties and, except in the case of
paragraph (a), each of the other Credit Parties, of the Amendment Agreement, and the
performance of its obligations under each Credit Document, will not (a) violate any existing
provisions of the Organization Documents of such Delaware Credit Party, (b)
constitute a violation by such Credit Party of any applicable provision of existing
statutory law or governmental regulation applicable to such Credit Party and covered by




 









 











November 5, 2010

Page 3





this letter or (c) result in the creation or imposition of (or obligation to create or impose)
any Lien on any property of any Credit Party (other than Liens created pursuant to the Loan
Documents) under, or result in a breach or other violation of, or constitute a default
under, any agreement listed on the Schedule I attached hereto (the “Specified
Agreements”) (except we express no opinion with respect to conflicts, breaches or
defaults under any agreement which is not a Specified Agreement or with respect to financial
covenants or tests).




	7.	 	No Credit Party is presently required to obtain any consent, approval, authorization or order
of any State of New York or United States federal court or governmental agency in order to
obtain the right to execute and deliver the Amendment Agreement and perform any of the Credit
Documents to which it is a party, except for: (a) those obtained or made on or prior to the
date hereof, (b) any actions or filings necessary to perfect the liens and security interests
granted under the Security Documents or to release existing liens, (c) consents, approvals,
authorizations, orders, actions or filings required in connection with ordinary course conduct
by such Credit Party of its respective businesses and ownership or operation by such Credit
Parties of its assets, (d) consents, approvals, authorizations, orders, actions or filings
required under any laws, regulations or governmental requirements as set forth on Schedule C
hereto, and (e) any actions or filings that may be required by any banking, insurance or other
regulatory statute to which you may be subject (as to which matters we express no opinion).






	8.	 	The execution and delivery of the Amendment Agreement will not, in and of itself, result in
the loss of perfection (if any) of any security interest arising under Article 9 of the UCC to
the extent that such security interest was and remained perfected under the Existing Guarantee
and Collateral Agreement under Article 9 of the UCC immediately prior to such execution and
delivery. For the avoidance of doubt, we express no opinion regarding (i) the creation,
priority or enforcement of any such security interest, (ii) the effect on such priority of the
execution and delivery of the Amendment Agreement, or (iii) the perfection of any such
security interest.





     In preparing this letter, we have relied without any independent verification upon the
assumptions recited in Schedule B to this letter and upon: (i) information contained in
certificates obtained from governmental authorities; (ii) factual information represented to be
true in the Credit Agreement and the other Credit Documents; (iii) factual information provided to
us in a support certificate executed by one or more of the Credit Parties; and (iv) factual
information we have obtained from such other sources as we have deemed reasonable. We have
examined the originals or copies certified to our satisfaction, of such other corporate records of
the Delaware Credit Parties as we deem necessary for or relevant to our opinions, certificates of
public officials and the officers of the Delaware Credit Parties and we have assumed without
investigation that there has been no relevant change or development between the dates as of
which the information cited in the preceding sentence was given and the date of this letter and



 









 





November 5, 2010

Page 4



that the information upon which we have relied is accurate and does not omit disclosures necessary
to prevent such information from being misleading.




     While we have not conducted any independent investigation to determine facts upon which our
opinions are based or to obtain factual information about which this letter advises you, we confirm
that we do not have any actual knowledge that has caused us to conclude that our reliance and
assumptions cited in the preceding paragraph are unwarranted or that any information supplied to us
in connection with the preparation of this letter is wrong. The terms “actual knowledge”,
“knowledge”, “aware” or similar terms wherever they are used in this letter with
respect to our firm mean conscious awareness at the time this letter is delivered on the date it
bears by the following Kirkland & Ellis LLP lawyers who have had significant involvement with
negotiation or preparation of the Credit Agreement (herein called “our Designated Transaction
Lawyers”): Ashley Gregory.



     Except as set forth in the following sentences of this paragraph, our opinion on every legal
issue addressed in this letter (collectively, “our opinions”) is based exclusively on such
internal law of the State of New York or such federal law of the United States, which, in each
case, is in our experience normally applicable to general business entities not engaged in
regulated business activities and to transactions of the type contemplated between the Credit
Parties, on the one hand, and you, on the other hand, in the Credit Documents, but without our
having made any special investigation as to any other laws. We express no opinion or advice as to
any law (a) to which the Credit Parties may be subject as a result of your legal or regulatory
status, your sale or transfer of any Loans or other obligations or interests therein or your (as
opposed to any other lender’s) involvement in the transactions contemplated by the Credit
Documents, (b) identified on Schedule C, or (c) which might be violated by any
misrepresentation or omission or a fraudulent act. For purposes of the opinion in paragraph
1, as to existence and good standing, we have relied exclusively upon certificates issued by a
governmental authority in each relevant jurisdiction and such opinion is not intended to provide
any conclusion or assurance beyond that conveyed by such certificates. For purposes of paragraphs
2 through 4 and 6(a), such opinions are based on the DGCL and we have rendered such opinions based
exclusively on our review of the statutory provisions of such statutes as published by Aspen Law &
Business, as supplemented through October 15, 2010, without regard to any regulations promulgated
thereunder or any judicial or administrative interpretations thereof. We advise you that issues
addressed by this letter may be governed in whole or in part by other laws, but we express no
opinion as to whether any relevant difference exists between the laws upon which our opinions are
based and any other laws which may actually govern. Our opinions are subject to all qualifications
in Schedule A and do not cover or otherwise address any law or legal issue that is
identified in the attached Schedule C or any provision in the Credit Agreement or any of
the other Credit Documents of any type identified in Schedule D.
Provisions in the Credit Documents that are not excluded by Schedule D or any other
part of this letter or its attachments are called the “Relevant Agreement Terms.”



 









 






November 5, 2010

Page 5




     Except to the extent set forth in the preceding paragraph, each of our opinions on each legal
issue addressed in this letter represents our opinion as to how the issue addressed in such opinion
would be resolved were it to be considered by the highest court of the jurisdiction upon whose law
our opinion on that issue is based. The manner in which any particular issue would be treated in
any actual court case would depend in part on facts and circumstances particular to the case, and
this letter is not intended to guarantee the outcome of any legal dispute that may arise in the
future. It is possible that some Relevant Agreement Terms may not prove enforceable for reasons
other than those cited in this letter should an actual enforcement action be brought, but (subject
to all the exceptions, qualifications, exclusions and other limitations contained in this letter)
such unenforceability would not in our opinion prevent you from realizing the principal benefits
purported to be provided by the Relevant Agreement Terms of a remedial nature contained in the
Credit Documents.



     This letter speaks as of the time of its delivery on the date it bears. We do not assume any
obligation to provide you with any subsequent opinion or advice by reason of any fact about which
our Designated Transaction Lawyers did not have actual knowledge at such time, by reason of any
change subsequent to such time in any law covered by any of our opinions, or for any other reason.
The attached schedules are an integral part of this letter, and any term defined in this letter or
any schedule has that defined meaning wherever it is used in this letter or in any schedule to this
letter.



     You may rely upon this letter only for the purposes served by the provisions in the Amendment
Agreement cited in the initial paragraph of this letter in response to which it has been delivered.
Without our written consent: (i) no person other than you may rely on this letter for any purpose;
(ii) this letter may not be cited or quoted in any financial statement, prospectus, private
placement memorandum or other similar document; (iii) this letter may not be cited or quoted in any
other document or communication that might encourage reliance upon this letter by any person or for
any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter or any
portion hereof may not be furnished to anyone for purposes of encouraging or in a manner that might
encourage such reliance; provided, however, that financial institutions that subsequently become
Lenders under the Credit Agreement in accordance with the assignment provisions thereof may rely on
this letter as of the date hereof as if this letter were addressed to them.



Sincerely,





 









 





Schedule A

General Qualifications




     The opinions in the letter to which this Schedule is attached (“our letter”) are
subject to the qualifications as set forth in this Schedule A.




	1.	 	Bankruptcy and Insolvency Exception. Each of our opinions of our letter is subject
to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws. This exception includes:






	 	(a)	 	the Federal Bankruptcy Code and thus comprehends, among others, matters of
turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge,
conversion of a non-recourse obligation into a recourse claim, limitations on ipso
facto and anti-assignment clauses and the coverage of pre-petition security agreements
applicable to property acquired after a petition is filed;
	 
	 	(b)	 	all other Federal and state bankruptcy, insolvency, reorganization,
receivership, moratorium, arrangement and assignment for the benefit of creditors laws
that affect the rights of creditors generally or that have reference to or affect only
creditors of specific types of debtors;
	 
	 	(c)	 	state fraudulent transfer and conveyance laws; and
	 
	 	(d)	 	judicially developed doctrines in this area, such as substantive consolidation
of entities and equitable subordination and the recharacterization of debt.






	2.	 	Equitable Principles Limitation. Each of our opinions is subject to the effect of
general principles of equity, whether applied by a court of law or equity. This limitation
includes principles:






	 	(a)	 	governing the availability of specific performance, injunctive relief or other
equitable remedies, which generally place the award of such remedies, subject to
certain guidelines, in the discretion of the court to which application for such relief
is made;
	 
	 	(b)	 	affording equitable defenses (e.g., waiver, laches, and estoppel) against a
party seeking enforcement;
	 
	 	(c)	 	requiring good faith and fair dealing in the performance and enforcement of a
contract by the party seeking its enforcement;
	 
	 	(d)	 	requiring reasonableness in the performance and enforcement of an agreement by
the party seeking enforcement of the contract;
	 
	 	(e)	 	requiring consideration of the materiality of (i) a breach and (ii) the
consequences of the breach to the party seeking enforcement;




A-1









 












	 	(f)	 	requiring consideration of the impracticability or impossibility of performance
at the time of attempted enforcement; and
	 
	 	(g)	 	affording defenses based upon the unconscionability of the enforcing party’s
conduct after the parties have entered into the contract.






	3.	 	Other Common Qualifications. Each of our opinions of our letter is subject to the
effect of rules of law that:






	 	(a)	 	limit or affect the enforcement of provisions of a contract that purport to
waive, or to require waiver of, the obligations of good faith, fair dealing, diligence
and reasonableness;
	 
	 	(b)	 	provide that forum selection (and not choice of law) clauses in contracts are
not necessarily binding on the court(s) in the forum selected (except to the extent
provided in Section 5-1402 of the New York General Obligations Law);
	 
	 	(c)	 	limit the availability of a remedy under certain circumstances where another
remedy has been elected;
	 
	 	(d)	 	provide a time limitation after which a remedy may not be enforced;
	 
	 	(e)	 	limit the right of a creditor to use force or cause a breach of the peace in
enforcing rights;
	 
	 	(f)	 	relate to the sale or disposition of collateral by a secured creditor or the
requirements of a commercially reasonable sale;
	 
	 	(g)	 	limit the enforceability of provisions releasing, exculpating or exempting a
party from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves negligence, recklessness,
willful misconduct, unlawful conduct, violation of public policy, or for strict product
liability or litigation against another party determined adversely to such party or for
liabilities arising under the securities laws, or which limit the enforceability of
provisions requiring indemnification of a party with respect to litigation between such
party and another party from whom indemnification is sought which is determined
adversely to the party seeking indemnification;
	 
	 	(h)	 	may, where less than all of a contract may be unenforceable, limit the
enforceability of the balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the agreed exchange;
	 
	 	(i)	 	govern and afford judicial discretion regarding the determination of damages
and entitlement to attorneys’ fees and other costs;
	 
	 	(j)	 	may permit a party that has materially failed to render or offer performance
required by the contract to cure that failure unless (i) permitting a cure would
unreasonably hinder the aggrieved party from making substitute arrangements for




A-2









 






	 	 	 	performance or (ii) it was important in the circumstances to the aggrieved party
that performance occur by the date stated in the contract;






	 	(k)	 	may render guarantees or similar instruments or agreements unenforceable under
circumstances where your actions, failures to act or waivers, amendments or replacement
of the Credit Documents (i) so radically change the essential nature of the terms and
conditions of the guaranteed obligations and the related transactions that, in effect,
a new relationship has arisen between the beneficiary and the Credit Parties that is
substantially and materially different from that presently contemplated by the Credit
Documents, (ii) release a primary obligor, or (iii) impair a guarantor’s recourse
against the primary obligor; and
	 
	 	(l)	 	render unenforceable requirements in the Credit Documents that provisions
therein may only be waived or amended in writing, to the extent that an oral agreement
or an implied agreement by trade practice or course of conduct has been created
modifying any such provision.






	4.	 	Referenced Provision Qualification. Each opinion regarding the validity, binding
effect, or enforceability of a provision (the “First Provision”) in any of the Credit
Documents requiring any party to perform its obligations under, or to cause any other person
to perform its obligations under, any other provision (the “Second Provision”) of any
Credit Document, or stating that any action will be taken as provided in or in accordance with
any such Second Provision, are subject to the same qualifications as the corresponding opinion
in this letter relating to the validity, binding effect, and enforceability of such Second
Provision.






	5.	 	Collateral Qualifications. The opinions and advice contained in our letter are
subject to the following advice (terms used herein that are defined in the New York UCC or any
other applicable UCC having the meanings for purposes hereof are used herein in accordance
with the meanings given to them therein):






	 	(a)	 	rights of debtors and obligors and duties of secured parties referred to in
Sections 1-102(3) and 9-602 of the New York UCC (and the corresponding sections of any
other applicable Uniform Commercial Code) may not be waived, released, varied, or
disclaimed by agreement, and our opinions regarding any such waivers, releases,
variations, and disclaimers are limited accordingly;
	 
	 	(b)	 	we express no opinion with respect to any self-help remedies with respect to
the Collateral to the extent they vary from those available under the New York UCC or
other applicable Uniform Commercial Code or with respect to any remedies otherwise
inconsistent with the New York UCC (to the extent that the New York UCC is applicable
thereto) or other applicable law (including, without limitation, any other applicable
Uniform Commercial Code);
	 
	 	(c)	 	a substantial body of case law treats guarantors as “debtors” under the New
York UCC, thereby according guarantors rights and remedies of debtors established by
the New York UCC:




A-3









 












	 	(d)	 	we note that your remedies under the Collateral Agreement with regard to the
sale or after the sale of (i) any securities subject to any security interest are
subject to compliance with state and federal securities law or (ii) any interest in a
limited liability company or partnership interest is subject to compliance with
applicable law;
	 
	 	(e)	 	we express no opinion with respect to the enforceability of any provision of
any Credit Document that purports to authorize you to purchase at a private sale the
Collateral, which is not subject to widely distributed standard price quotations or
sold on a recognized market;
	 
	 	(f)	 	we express no opinion regarding the characterization of a transaction as one
involving the creation of a lien on real property, the characterization of a contract
as one in a form sufficient to create a lien or a security interest in real property,
the creation, perfection, priority or enforcement of a lien on real property or matters
involving ownership or title to any real property;
	 
	 	(g)	 	we express no opinion regarding the enforceability of any pre-default waiver of
notification of disposition of the Collateral, mandatory disposition of the Collateral
or redemption rights;
	 
	 	(h)	 	we express no opinion regarding the enforceability of any provisions asserting
that the Collateral is owned by or is property of a secured party prior to such secured
party’s foreclosure of such Collateral in accordance with the applicable Uniform
Commercial Code or, in the case of cash Collateral, the application of such cash
Collateral in payment of the secured obligations;
	 
	 	(i)	 	we note that our opinions as to the validity, binding effect or enforceability
of any Credit Document do not constitute opinions as to the creation, perfection,
effect of perfection or priority of any lien or security interest purported to be
granted thereunder; as to which matters we express no opinion, except to the extent
specifically set forth in opinion paragraph 8;
	 
	 	(j)	 	we express no opinion as to the enforceability of cumulative remedies to the
extent such cumulative remedies purport to or would have the effect of compensating the
party entitled to the benefits thereof in amounts in excess of the actual loss suffered
by such party or would violate applicable laws concerning real estate or mixed
collateral foreclosures or elections of remedies;
	 
	 	(k)	 	we express no opinion with respect to the adequacy of the waivers set forth in
any guaranty insofar as they might not be broad enough for all situations which might
arise for which you would find a waiver desirable; and
	 
	 	(l)	 	we express no opinion with respect to the enforceability of any provision of
any Credit Document which purports to authorize you to sign or file financing
statements or other documents under circumstances not authorized under the applicable
Uniform Commercial Code.




A-4









 












	6.	 	Lender’s Regulatory Qualification. We express no opinion with respect to, and all
our opinions are subject to, the effect of the compliance or noncompliance of each of you with
any state or federal laws or regulations applicable to you because of your legal or regulatory
status or the nature of your business or requiring you to qualify to conduct business in any
jurisdiction.






	7.	 	Usury Qualification. We express no opinion with regard to usury or other laws
limiting or regulating the maximum amount of interest that may be charged, collected, received
or contracted for other than the internal laws of the State of New York, and, without limiting
the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any
other jurisdiction (including laws of other states made applicable through principles of
federal preemption or otherwise) that may be applicable to the transactions contemplated by
the Credit Documents.






	8.	 	We express no opinion regarding the enforceability of any “fraudulent conveyance or
fraudulent transfer savings clause” in the Guarantee and Collateral Agreement and any similar
provision in any other document or agreement to the extent such provisions purport to limit
the amount of the obligations of any party or the right to contribution of any other party
with respect to such obligations.




A-5









 











Schedule B

Assumptions




     For purposes of our letter, we have relied, without investigation, upon each of the following
assumptions:




	1.	 	Each of the Credit Parties (i) has the requisite title and rights to any property involved in
the transactions effected under the Credit Documents (herein called the
“Transactions”) including without limiting the generality of the foregoing, each item
of Collateral existing on the date hereof and (ii) will have the requisite title and rights to
each item of Collateral arising after the date hereof.
	 
	2.	 	You are existing and in good standing in your jurisdiction of organization.
	 
	3.	 	You have the corporate power or, if you are not a corporation, other requisite power
(including, without limitation, under the laws of your jurisdiction of organization) to
execute, deliver and to perform your obligations under each of the Credit Documents, and each
of the Credit Documents to which you are a party has been duly authorized by all necessary
action on your part and, to the extent you are a party, has been duly executed and duly
delivered by you.
	 
	4.	 	The Credit Documents to which you are a party constitute valid and binding obligations of
yours and are enforceable against you in accordance with their terms (subject to
qualifications, exclusions, and other limitations similar to those applicable to our letter).
	 
	5.	 	You have satisfied those legal requirements that are applicable to you to the extent
necessary to make the Credit Documents enforceable against you.
	 
	6.	 	You have complied with all legal requirements pertaining to your status as such status
relates to your rights to enforce the Credit Documents against the Credit Parties.
	 
	7.	 	Each of the Credit Parties (other than the Delaware Credit Parties) is a corporation or other
entity existing and in good standing under the law of their respective state of organization.
	 
	8.	 	Each of the Credit Parties’ (other than the Delaware Credit Parties’) stock holders, board of
directors or equivalent governing body has adopted by requisite vote the resolutions or
approvals necessary to authorize such Credit Party’s execution, delivery and performance by it
of each such Credit Document to which it is a party.
	 
	9.	 	Each of the Credit Documents, including the powers of attorney related to the execution
thereof, have been duly executed and delivered by each of the Credit Parties (other than the
Delaware Credit Parties) that is a party thereto on the date hereof.
	 
	10.	 	The execution and delivery by each Credit Party (other than the Delaware Credit Parties) of
the Credit Documents to which it is a party, and the consummation by it of the lending
transactions contemplated by each Credit Document to which it is a party to occur on the date
hereof in accordance with the terms thereof will not (a) violate any existing




B-1









 






	 	 	provisions of the Organization Documents of such Credit Party, (b) constitute a violation by
such Credit Party of any applicable provision of existing laws or governmental regulation or
(c) violate any existing order, writ, injunction, judgment, determination, award or decree
of any court or governmental instrumentality applicable to such Credit Party.
	 
	11.	 	No Credit Party (other than the Delaware Credit Parties) is presently required by any law to
obtain any consent, approval, authorization or order of any court or governmental agency in
order to obtain the right to enter into any of the Credit Documents to which it is a party or
to take any of the actions taken by it in connection with the consummation of the lending
transactions contemplated by such Credit Documents to occur on the date hereof in accordance
with the terms thereof.






	12.	 	Each document submitted to us for review is accurate and complete, each such document that is
an original is authentic, each such document that is a copy conforms to an authentic original,
and all signatures on each such document are genuine.






	13.	 	Each Public Authority Document is accurate, complete and authentic and all official public
records (including their proper indexing and filing) are accurate and complete. The term
(“Public Authority Documents”) means a certificate issued by any secretary of state of
any other government official, office or agency concerning a person’s property or status, such
as a certificate of corporate or partnership existence or good standing, a certificate
concerning tax status, a certificate concerning Uniform Commercial Code filings or a
certificate concerning title registration or ownership.






	14.	 	There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue
influence.






	15.	 	The conduct of the parties to the Credit Documents has complied with any requirement of good
faith, fair dealing, and conscionability.






	16.	 	You have acted in good faith and without notice of any defense against the enforcement of any
rights created by, or adverse claim to any property or security interest transferred or
created as part of, the Transactions.






	17.	 	There are no agreements or understandings among the parties, written or oral (other than the
Credit Documents), and there is no usage of trade or course or prior dealing among the parties
that would, in either case, define, supplement or qualify the terms of the Credit Agreement or
any of the other Credit Documents.






	18.	 	The constitutionality or validity of a relevant statute, rule, regulation or agency action is
not in issue.






	19.	 	All parties to the Transactions will act in accordance with, and will refrain from taking any
actions that are forbidden by, the terms and conditions of the Credit Documents.




B-2









 












	20.	 	All agreements other than the Credit Documents (if any) with respect to which we have
provided advice in our letter or reviewed in connection with our letter would be enforced as
written.






	21.	 	None of the Credit Parties will in the future take any discretionary action (including a
decision not to act) permitted under the Credit Documents that would result in a violation of
law or constitute a breach or default under any other agreements or court orders to which such
entity may be subject.






	22.	 	The Credit Parties will in the future obtain all permits and governmental approvals required,
and will in the future take all actions required, relevant to the consummation of the
Transactions or performance of the Credit Documents.






	23.	 	The representations made by each Credit Party in the Credit Documents to which it is a party
with respect to its jurisdiction or organization, chief executive office and location of
equipment and inventory are and will remain true and correct.






	24.	 	Each natural person who is executing any Credit Document on behalf of any Credit Party has
sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge
of any such incapacity.






	25.	 	No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System;
and no proceeds of the Loans will be used for any purpose which would violate or be
inconsistent with terms of the Credit Agreement.






	26.	 	All information required to be disclosed in connection with any consent or approval by the
Credit Parties’ respective board of directors, board of managers, or manager, as applicable,
or their stockholders (or equivalent governing or ownership group) and all other information
required to be disclosed in connection with any issue relevant to our opinions or any matter
relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all
persons to whom it is required to be disclosed and no such disclosure contained any relevant
error or omission.






	27.	 	Each person who has taken any action relevant to any of our opinions in the capacity of
director, management committee member, or officer was duly elected to that director,
management committee member, or officer position and held that position when such action was
taken.






	28.	 	Each of the Credit Parties’ Organization Documents, all amendments to each such Organization
Document, all resolutions adopted establishing classes or series of stock or other equity
interests under such Organization Documents have been adopted in accordance with all
applicable legal requirements.






	29.	 	The transactions contemplated by the Credit Documents are directly or indirectly related to
the business interests of each Credit Party party thereto and the transactions were fair and
reasonable to each such entity at the time each such transaction was authorized by




B-3









 






	 	 	such Credit Party, and the transactions were necessary or convenient to the conduct,
promotion, or attainment of the business of the Credit Parties.
	 
	30.	 	Immediately prior to the effectiveness of the Amendment Agreement, each of the Existing Credit
Agreement, the Existing Guarantee and Collateral Agreement and the other “Loan Documents” (as
defined in the Credit Agreement) remains in full force and effect and has not been amended,
modified, supplemented (other than to join any Guarantor as a party thereto) or replaced since the
Closing Date.




B-4









 











Schedule C

Excluded Law and Legal Issues




     None of the opinions or advice contained in our letter covers or otherwise addresses any of
the following laws, regulations or other governmental requirements or legal issues:




	1.	 	Federal securities laws and regulations (including all other laws and regulations
administered by the United States Securities and Exchange Commission), state “Blue Sky” laws
and regulations, and laws and regulations relating to commodity (and other) futures and
indices and other similar instruments.






	2.	 	Pension and employee benefit laws and regulations (e.g., ERISA).






	3.	 	Federal and state antitrust and unfair competition laws and regulations.






	4.	 	Federal and state laws and regulations concerning filing and notice requirements (such as the
Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and the Exon-Florio Act, as
amended) other than requirements applicable to charter-related documents such as a certificate
of merger.






	5.	 	Compliance with fiduciary duty requirements.






	6.	 	The statutes and ordinances, the administrative decisions and the rules and regulations of
counties, towns, municipalities and special political subdivisions and judicial decisions to
the extent that they deal with any of the foregoing.






	7.	 	Fraudulent transfer and fraudulent conveyance laws.






	8.	 	Federal and state environmental, land use and subdivision, tax, racketeering (e.g., RICO),
health and safety and labor laws and regulations.






	9.	 	To the extent not otherwise specified in this Schedule C, applicable zoning and building
laws, ordinances, code, rules or regulations (e.g., OSHA).






	10.	 	Federal patent, trademark and copyright, state trademark, and other federal and state
intellectual property laws and regulations.






	11.	 	Federal and state laws, regulations and policies concerning (i) national and local emergency,
(ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil
forfeiture laws.






	12.	 	Other federal and state statutes of general application to the extent they provide for
criminal prosecution (e.g., mail fraud and wire fraud statutes).






	13.	 	Any laws, regulations, directives and executive orders that prohibit or limit the
enforceability of obligations based on attributes of the party seeking enforcement (e.g., the
Trading with the Enemy Act and the International Emergency Economic Powers Act).




C-1









 












	14.	 	The Anti-Terrorism Order, including Executive Order No. 13224 on Terrorism Financing,
effective September 24, 2001 and the United and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (together, the
“Anti-Terrorism Order”) as amended, all rules and regulations promulgated thereunder
and all federal, state and local laws, statutes, ordinances, orders, governmental rules,
regulations, licensing requirements and policies relating to the Anti-Terrorism Order, the
foreign assets control regulations of the United States Treasury Department, and to the extent
the following relate to any Anti-Terrorism Law such anti-terrorism law or regulation
(including without limitation the Executive order of September 23, 2001 Blocking Property and
Prohibiting Transactions and Persons Who Commit and Threaten to Commit or Support Terrorism)
or the Anti-Terrorism Order: the ownership and operation of, or otherwise regulation of,
companies which conduct, operate or otherwise pursue the business or businesses now and in the
future conducted, operated or otherwise pursued by any of the Credit Parties including,
without limitation, the importation, transportation, manufacturing, dealing, purchase, use or
storage of explosive materials.






	15.	 	The Communications Act and the rules, regulations and policies of the Federal Communications
Commission promulgated thereunder.






	16.	 	The Federal Power Act, as amended, and the regulations implementing the Federal Power Act,
all rules and regulations promulgated under any of the foregoing statutes, the rules,
regulations and policies of the Federal Energy Regulatory Commission and any other federal or
any state or local regulatory authority, and all other federal state and local laws, orders,
regulations, licensing requirements and policies regulating, public utilities, electric
utilities or energy facilities or services (and including without limitation any requirement
under any such federal, state or local law or regulation that any Credit Party obtain any
consent, approval, authorization or order in order to enter into the Credit Documents and
perform the transactions contemplated thereby or the effect of any failure to obtain any such
consent, approval, authorization or order).






	17.	 	The Fair Packaging and Labeling Act, as amended, the Food, Drug and Cosmetic Act, as amended,
the Food Security Act of 1985, as amended, the Perishable Agricultural Commodities Act, as
amended, the Food, Agriculture, Conservation and Trade Act of 1990, as amended, the
Nutritional Labeling and Education Act, as amended, all rules, policies and regulations
promulgated under any of the foregoing statutes, and all other federal, state and local laws,
orders, regulations, licensing requirements and policies relating to the ownership, operation,
processing, production, distribution, purchase or provisions of, or otherwise regulating, food
or farm products or animals.






	18.	 	Federal, state and local liquor licensing laws and regulations.






	19.	 	Title to any property.






	20.	 	The Federal Reserve Board margin regulations.






	21.	 	Any insurance, HMO, health insurance laws, hospital, regulations, directives or executive
orders.




C-2









 












	22.	 	Federal, state and local laws, regulations, licensing requirements and policies relating to
health care, hospitals, Medicare, Medicaid or CHAMPUS (including those of any state regulatory
agency or Centers for Medicare and Medicaid Services).






	23.	 	Federal, state, or local regulation or order, of any authority, which relates to or otherwise
imposes liability or standards of conduct concerning the licensure, certification,
qualification, or operation of a clinical or pathology laboratory, medical practice or other
aspect of a Person’s business subject to such laws, including but not limited to laws
governing Medicare and Medicaid laboratories, laws regarding the professional standards of
health care professionals; laws governing patient confidentiality and privacy; laws governing
the corporate practice of medicine; laws governing laboratories; laws relating to kickbacks,
self-referrals and access to health care, as well as the Employee Health Care Access Act; 21
U.S.C. ‘301-392, the Federal Food Drug and Cosmetic Act; 21 U.S.C. 821 et seq., the Federal
Drug Abuse Act; Sections 1128, 1128A and 1128B of the Social Security Act; The Clinical
Laboratory Improvement Amendments of 1988; 42 U.S.C. 1320a-7b, 42 C.F.R. Part 1001, 42 CFR
Chapter IV, Subchapter C; Sections 1876 or 1903 of the Social Security Act; 45 CFR, Part 74;
45 CFR, Part 92; 42 CFR 455.109 Section 306 of the Clean Air Act; 42 U.S.C. ‘1857(h) et seq.,
Section 508 of the Clean Water Act; 33 U.S.C. ‘1368 et seq., Executive Order 11738 and
Environmental Protection Agency regulations; 40 CFR Part 15, Title VI of the Civil Rights Act
of 1964; 42 U.S.C. ‘2000 d et seq., Section 504 of the Rehabilitation Act of 1933; 29 U.S.C.
‘7940; Title IX of the Education Amendments of 1972, 20 U.S.C. ‘1681 et seq., the Age
Discrimination Act of 1975; 42 U.S.C. ‘6101 et seq., Section 654 of OBRA ‘81; 42 U.S.C. ‘9849
and the Americans with Disabilities Act of 1990; P.L. 101-336, OBRAs 1986 through 1993, as
amended, the Health Insurance Portability and Accountability Act, as amended, and any other
similar Federal, state or local Regulations.






	24.	 	The effect of any law, regulation or order which becomes effective after the date hereof.





     We have not undertaken any research for purposes of determining whether any of the Credit
Parties or any of the Transactions that may occur in connection with the Credit Agreement or any of
the other Credit Documents is subject to any law or other governmental requirement other than to
those laws and requirements that in our experience would generally be recognized as applicable to
the general business corporations which are engaged in transactions of the type contemplated by the
Credit Documents and which are not engaged in regulated business activities in the absence of
research by lawyers in the State of New York, and none of our opinions covers any such law or other
requirement unless (i) one of our Designated Transaction Lawyers had actual knowledge of its
applicability at the time our letter is or was delivered on the date it bears and (ii) it is not
excluded from coverage by other provisions in our letter or in any Schedule to our letter.



C-3









 





Schedule D

Excluded Provisions




     None of the opinions in the letter to which this Schedule is attached covers or otherwise
addresses any of the following types of provisions which may be contained in the Credit Documents:




	1.	 	Covenants not to compete, including without limitation covenants not to interfere with
business or employee relations, covenants not to solicit customers, and covenants not to
solicit or hire employees.






	2.	 	Indemnification for negligence, bad faith, willful misconduct or wrongdoing or strict product
liability or any indemnification for liabilities arising under securities laws.






	3.	 	Provisions mandating contribution towards judgments or settlements among various parties.






	4.	 	Waivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter
claim or set off, (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of
statutory, regulatory, or constitutional rights, unless and to the extent the statute,
regulation, or constitution explicitly allows waiver, (vii) broadly or vaguely stated rights,
and (viii) other benefits to the extent they cannot be waived under applicable law.






	5.	 	Provisions providing for forfeitures or the recovery of amounts deemed to constitute
penalties, or for liquidated damages, acceleration of future amounts due (other than
principal) without appropriate discount to present value, late charges, prepayment charges,
interest upon interest, and increased interest rates upon default.






	6.	 	Time-is-of-the-essence clauses.






	7.	 	Provisions that provide a time limitation after which a remedy may not be enforced.






	8.	 	Confession of judgment clauses.






	9.	 	Agreements to submit to the jurisdiction of any particular court or other governmental
authority (either as to personal jurisdiction or subject matter jurisdiction); provisions
restricting access to courts; waiver of the right to jury trial; waiver of service of process
requirements which would otherwise be applicable; and provisions otherwise purporting to
affect the jurisdiction and venue of courts.






	10.	 	Provisions that attempt to change or waive rules of evidence or fix the method or quantum of
proof to be applied in litigation or similar proceedings.






	11.	 	Provisions appointing one party as an attorney-in-fact for an adverse party or providing that
the decision of any particular person will be conclusive or binding on others.






	12.	 	Provisions purporting to limit rights of third parties who have not consented thereto or
purporting to grant rights to third parties.




D-1









 












	13.	 	Provisions that purport to award attorneys’ fees solely to one party.






	14.	 	Arbitration agreements.






	15.	 	Provisions purporting to create a trust or constructive trust without compliance with
applicable trust law.






	16.	 	Provisions relating to the application of insurance proceeds and condemnation awards.






	17.	 	Provisions that provide for the appointment of a receiver or the taking of possession by the
Agent.






	18.	 	Provisions or agreements regarding proxies, shareholders agreements, shareholder voting
rights, voting trusts, and the like.






	19.	 	Confidentiality agreements.






	20.	 	Provisions, if any, which are contrary to the public policy of jurisdictions covered by our
opinions.






	21.	 	Choice of law provisions, other than, under New York statutory choice-of-law rules, those
provisions in the Credit Documents that provide that the laws of the State of New York shall
govern.






	22.	 	Provisions in any of the Credit Documents requiring any Credit Party to perform its
obligations under, or cause any other person to perform its obligations under, or stating that
any action will be taken as provided in or in accordance with, any agreement or other document
that is not a Credit Document.






	23.	 	Provisions of the Credit Documents insofar as they authorize you or your affiliates to setoff
and apply deposits at any time held, and any other indebtedness at anytime owing by you to or
for the account of any Credit Party.






	24.	 	With your permission, Section 9.20(e) of the Credit Agreement.




D-2









 











Schedule E

Schedule of Guarantors




1. Abilene Hospital, LLC

2. Abilene Merger, LLC

3. Anna Hospital Corporation

4. Arizona DH, LLC

5. Berwick Hospital Company, LLC

6. BH Trans Company, LLC

7. Big Bend Hospital Corporation

8. Big Spring Hospital Corporation

9. Birmingham Holdings, LLC

10. Birmingham Holdings II, LLC

11. Bluefield Holdings, LLC

12. Bluefield Hospital Company, LLC

13. Bluffton Health System LLC

14. Brownsville Hospital Corporation

15. Brownwood Hospital, L.P.

16. Brownwood Medical Center, LLC

17. Carlsbad Medical Center, LLC

18. Centre Hospital Corporation

19. CHHS Holdings, LLC

20. CHS Kentucky Holdings, LLC

21. CHS Pennsylvania Holdings, LLC

22. CHS Virginia Holdings, LLC

23. CHS Washington Holdings, LLC

24. Claremore Regional Hospital, LLC

25. Clarksville Holdings, LLC

26. Cleveland Hospital Corporation

27. Cleveland Regional Medical Center, L.P.

28. Cleveland Tennessee Hospital Company, LLC

29. Clinton Hospital Corporation

30. Coatesville Hospital Corporation

31. College Station Hospital, L.P.

32. College Station Medical Center, LLC

33. College Station Merger, LLC

34. Community GP Corp.

35. Community Health Investment Company, LLC

36. Community LP Corp.

37. CP Hospital GP, LLC

38. CPLP, LLC

39. Crestwood Hospital, LP, LLC

40. Crestwood Hospital, LLC

41. CSMC, LLC

42. CSRA Holdings, LLC

43. Deaconess Holdings, LLC




E-1









 





44. Deaconess Hospital Holdings, LLC

45. Deming Hospital Corporation

46. Desert Hospital Holdings, LLC

47. Detar Hospital, LLC

48. DHSC, LLC

49. DHFW Holdings, LLC

50. Dukes Health System, LLC

51. Dyersburg Hospital Corporation

52. Emporia Hospital Corporation

53. Evanston Hospital Corporation

54. Fallbrook Hospital Corporation

55. Foley Hospital Corporation

56. Forrest City Arkansas Hospital Company, LLC

57. Forrest City Clinic Company, LLC

58. Forrest City Hospital Corporation

59. Fort Payne Hospital Corporation

60. Frankfort Health Partner, Inc.

61. Franklin Hospital Corporation

62. Gadsden Regional Medical Center, LLC

63. Galesburg Hospital Corporation

64. Granbury Hospital Corporation

65. Granite City Hospital Corporation

66. Granite City Illinois Hospital Company, LLC

67. Greenville Hospital Corporation

68. GRMC Holdings, LLC

69. Hallmark Healthcare Company, LLC

70. Hobbs Medco, LLC

71. Hospital of Barstow, Inc.

72. Hospital of Fulton, Inc.

73. Hospital of Louisa, Inc.

74. Hospital of Morristown, Inc.

75. Jackson Hospital Corporation (KY)

76. Jackson Hospital Corporation (TN)

77. Jourdanton Hospital Corporation

78. Kay County Hospital Corporation

79. Kay County Oklahoma Hospital Company, LLC

80. Kirksville Hospital Company, LLC

81. Lakeway Hospital Corporation

82. Lancaster Hospital Corporation

83. Las Cruces Medical Center, LLC

84. Lea Regional Hospital, LLC

85. Lexington Hospital Corporation

86. Longview Merger, LLC

87. LRH, LLC

88. Lutheran Health Network of Indiana, LLC

89. Marion Hospital Corporation




E-2









 





90. Martin Hospital Corporation

91. Massillon Community Health System LLC

92. Massillon Health System LLC

93. Massillon Holdings, LLC

94. McKenzie Tennessee Hospital Company, LLC

95. McNairy Hospital Corporation

96. MCSA, L.L.C.

97. Medical Center of Brownwood, LLC

98. Merger Legacy Holdings, LLC

99. MMC of Nevada, LLC

100. Moberly Hospital Company, LLC

101. MWMC Holdings, LLC

102. National Healthcare of Leesville, Inc.

103. National Healthcare of Mt. Vernon, Inc.

104. National Healthcare of Newport, Inc.

105. Navarro Hospital, L.P.

106. Navarro Regional, LLC

107. NC-DSH, LLC

108. Northampton Hospital Company, LLC

109. Northwest Hospital, LLC

110. NOV Holdings, LLC

111. NRH, LLC

112. Oak Hill Hospital Corporation

113. Oro Valley Hospital, LLC

114. Palmer-Wasilla Health System, LLC

115. Payson Hospital Corporation

116. Pennsylvania Hospital Company, LLC

117. Phillips Hospital Corporation

118. Phoenixville Hospital Company, LLC

119. Pottstown Hospital Company, LLC

120. QHG Georgia Holdings, Inc.

121. QHG Georgia Holdings II, LLC

122. QHG Georgia, LP

123. QHG of Barberton, Inc.

124. QHG of Bluffton Company, LLC

125. QHG of Clinton County, Inc.

126. QHG of Enterprise, Inc.

127. QHG of Forrest County, Inc.

128. QHG of Fort Wayne Company, LLC

129. QHG of Hattiesburg, Inc.

130. QHG of Massillon, Inc.

131. QHG of South Carolina, Inc.

132. QHG of Spartanburg, Inc.

133. QHG of Springdale, Inc.

134. QHG of Warsaw Company, LLC

135. Quorum Health Resources, LLC




E-3









 





136. Red Bud Hospital Corporation

137. Red Bud Illinois Hospital Company, LLC

138. Regional Hospital of Longview, LLC

139. River Region Medical Corporation

140. Roswell Hospital Corporation

141. Russell County Medical Center, Inc.

142. Ruston Hospital Corporation

143. Ruston Louisiana Hospital Company, LLC

144. SACMC, LLC

145. Salem Hospital Corporation

146. San Angelo Community Medical Center, LLC

147. San Angelo Medical, LLC

148. San Miguel Hospital Corporation

149. Shelbyville Hospital Corporation

150. Siloam Springs Arkansas Hospital Company, LLC

151. Siloam Springs Holdings, LLC

152. SouthCrest, L.L.C.

153. Southern Texas Medical Center, LLC

154. Spokane Valley Washington Hospital Company, LLC

155. Spokane Washington Hospital Company, LLC

156. Tennyson Holdings, LLC

157. Tooele Hospital Corporation

158. Triad Healthcare Corporation

159. Triad Holdings III, LLC

160. Triad Holdings IV, LLC

161. Triad Holdings V, LLC

162. Triad Nevada Holdings, LLC

163. Triad of Alabama, LLC

164. Triad of Oregon, LLC

165. Triad-ARMC, LLC

166. Triad-Denton Hospital GP, LLC

167. Triad-Denton Hospital, L.P.

168. Triad-El Dorado, Inc.

169. Triad-Navarro Regional Hospital Subsidiary, LLC

170. Triad-South Tulsa Hospital Company, Inc.

171. VHC Medical, LLC

172. Vicksburg Healthcare, LLC

173. Victoria Hospital, LLC

174. Victoria of Texas, L.P.

175. Virginia Hospital Company, LLC

176. Warren Ohio Hospital Company, LLC

177. Warren Ohio Rehab Hospital Company, LLC

178. Watsonville Hospital Corporation

179. Waukegan Hospital Corporation

180. Waukegan Illinois Hospital Company, LLC

181. Weatherford Hospital Corporation




E-4









 





182. Weatherford Texas Hospital Company, LLC

183. Webb Hospital Corporation

184. Webb Hospital Holdings, LLC

185. Wesley Health System, LLC

186. West Grove Hospital Company, LLC

187. WHMC, LLC

188. Wilkes-Barre Behavioral Hospital Company, LLC

189. Wilkes-Barre Holdings, LLC

190. Wilkes-Barre Hospital Company, LLC

191. Williamston Hospital Corporation

192. Women & Children’s Hospital, LLC

193. Woodland Heights Medical Center, LLC

194. Woodward Health System, LLC

195. Youngstown Ohio Hospital Company, LLC




E-5









 





Schedule I

Specified Agreements



1. Indenture dated as of July 25, 2007 among Borrower, the Subsidiary Guarantors and U.S.
Bank National Association, as Trustee, relating to the sale by the Borrower of $3,021,331,000 8
7/8% Senior Notes due 2015.





 











 





EXHIBIT C-2




Form of Opinion of General Counsel of Parent



November 5, 2010



The Lenders and the Agent Referred to Below 

c/o Credit Suisse AG

as Administrative Agent, Collateral Agent and Issuing Bank

Eleven Madison Avenue

New York, New York 10010




          RE: Amendment and Restatement Agreement, dated as of November 5, 2010



Ladies and Gentlemen:




     I am Executive Vice President, Secretary and General Counsel of CHS/Community Health
Systems, Inc., a Delaware corporation (the “Borrower”), and have acted as Counsel for the
Borrower, Community Health Systems, Inc. (“Parent”) and each of the Subsidiaries listed on
the Schedule of Guarantors attached hereto as Schedule A (collectively, the “Guarantors”
and each a “Guarantor” and together with the Borrower and Parent, the “Credit
Parties”) in connection with the Amendment and Restatement Agreement, dated as of even date
herewith (the “Amendment Agreement”), among Parent, Borrower, the Guarantors, and Credit
Suisse AG, as Administrative Agent and Collateral Agent (the “Agent”), and the Lenders
listed on the signature pages thereto, which Amendment Agreement amends and restates (A) the Credit
Agreement, dated as of July 25, 2007 (the “Existing Credit Agreement”), among Parent,
Borrower, Agent, and the Lenders party thereto (the Existing Credit Agreement, as amended and
restated by the Amendment Agreement, the “Amended and Restated Credit Agreement”) and (B)
the Guarantee and Collateral Agreement, dated as of July 25, 2007 (the “Existing Guarantee and
Collateral Agreement”), among Parent, Borrower, the Guarantors and Agent (the Existing
Guarantee and Collateral Agreement as amended and restated by the Amendment Agreement, the
“Amended and Restated Guarantee and Collateral Agreement”).



     This opinion is delivered to you pursuant to subsection Section 6(b) of the Amendment
Agreement. All capitalized terms used herein that are defined in, or by reference in, the Amended
and Restated Credit Agreement have the meanings assigned to such terms therein, or by reference
therein, unless otherwise defined herein. With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or verification on my part
except to the extent otherwise expressly stated, and I express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.



     In connection with this opinion, I have (i) investigated such questions of law, (ii) examined
originals or certified, conformed or reproduction copies of such agreements, instruments,
documents, and records of the Credit Parties, such certificates of public officials and such other
documents, and (iii) received such information from officers and representatives of



 









 




the Credit Parties, as I have deemed necessary or appropriate for the purposes of this opinion. I
have examined, among other documents, the following (in each case dated as of the date of the
Amendment Agreement):




     (a) an executed copy of the Amendment Agreement;



     (b) a copy of the Amended and Restated Credit Agreement; and



     (c) a copy of the Amended and Restated Guarantee and Collateral Agreement.



     The documents referred to in items (a) through (c) above, inclusive, are referred to herein as
the “Transaction Documents”.



     In all such examinations, I have assumed the legal capacity of all natural persons executing
documents, the genuineness of all signatures on original or certified, conformed or reproduction
copies of documents of all parties (other than with respect to the Credit Parties to the extent
signed in my presence), the authenticity of original and certified documents and the conformity to
original or certified documents of all copies submitted to me as conformed or reproduction copies.
As to various questions of fact relevant to the opinions expressed herein, I have relied upon, and
assume the accuracy of certificates and oral or written statements and other information of or from
public officials and others, and assume compliance on the part of all parties to the Transaction
Documents with their covenants and agreements contained therein.



     With respect to the opinions expressed in clauses (ii) and (iv) of paragraph (b) below, my
opinions are limited (x) to my actual knowledge of the respective business activities and
properties of the Credit Parties in respect of such matters and without any independent
investigation or verification on my part and (y) to my review of only those laws and regulations
that, in my experience, are normally applicable to transactions of the type contemplated by the
Transaction Documents.



     To the extent it may be relevant to the opinions expressed herein, I have assumed that the
parties to the Transaction Documents, other than Parent, Borrower and the Guarantors, have the
corporate power to enter into and perform such documents and that (except as set forth in paragraph
(b) below) such documents have been duly authorized, executed and delivered by, and constitute
legal, valid and binding obligations of, such parties.



     Based upon the foregoing, and subject to the limitations, qualifications and assumptions set
forth therein, I am of the opinion that:



     (a) Each Guarantor is a corporation, limited liability company, or limited partnership validly
existing and in good standing under the laws of the jurisdiction of its incorporation or
organization and has all power and authority necessary to execute, deliver and perform its
obligations under the Transaction Documents.



     (b) The execution and delivery by each Credit Party of the Amendment Agreement and the
performance by each Credit Party of its respective obligations under each of the Transaction
Documents and the borrowings by the Borrower and the grant by each Credit Party of the security
interests pursuant to the Transaction Documents to which it is a party (i) have



 









 




been authorized, in the case of each Guarantor, by all necessary action by such Guarantor, (ii) do
not require under present law any filing or registration by any Credit Party with, or approval or
consent to any Credit Party of, any governmental agency or authority of the State of Tennessee that
has not been made or obtained, except those required in the ordinary course of business in
connection with the future performance, if any, by each Credit Party of its respective obligations
under certain covenants contained in the Transaction Documents to which it is a party or pursuant
to securities or other laws that may be applicable to the disposition of any collateral subject
thereto, (iii) do not contravene any provision of the certificate of incorporation or bylaws or
similar organizational document of any Guarantor, (iv) do not violate any present law, or present
regulation of any governmental agency or authority, of the State of Tennessee known by me to be
applicable to any Credit Party or their respective properties, (v) breach or cause a default under
any agreement or violate any court decree or order binding upon such Credit Party or its property
(this opinion being limited (x) to those agreements, decrees or orders that have been filed as
exhibits (or are incorporated by reference as exhibits) to the Form 10-K of Parent for the year
ended December 31, 2009 and (y) in that I express, no opinion with respect to any breach, default
or violation not readily ascertainable from the face of any such agreement, decree or order, or
arising under or based upon any cross default provision insofar as it relates to a default under an
agreement not so identified to me, or arising under or based upon any covenant of a financial or
numerical nature or requiring computation), and (vi) will not result in or require the creation or
imposition of any Lien upon any properties of a Credit Party pursuant to the provisions of any
agreement (this opinion being limited to those agreements that have been filed as exhibits (or are
incorporated by reference as exhibits) to the Form 10-K of Parent for the year ended December 31,
2009.




     (c) The Amendment Agreement has been duly executed and delivered on behalf of each Guarantor
that is a party thereto.



     To my actual knowledge, I am not aware of any pending legal proceeding before, or pending
investigation by, any court or administrative agency or authority, or any arbitration tribunal,
against or directly affecting the Credit Parties, or any of their respective properties, which
seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain
relief in connection with or which would adversely affect the legality, validity or enforceability
of, any of the Transaction Documents or the transactions contemplated thereby.



     I have issued certain limited opinions above as to the corporate, limited liability company,
or limited partnership organization, existence, good standing and authority of the Guarantors under
the law of their respective states of organization. I do not purport to be an expert in matters of
law of jurisdictions other than the State of Tennessee and the federal law of the United States of
America, and have issued my opinions based solely upon my review of the corporate record of each
Guarantor.



     The opinions set forth above are subject to the following qualifications and limitations:



     (a) I express no opinion regarding the application of federal or state securities laws to the
transactions contemplated in the Transaction Documents;



 









 





     (b) I express no opinion regarding (i) the effect of fraudulent conveyance, fraudulent
transfer and other similar laws relating to or affecting the rights of creditors and (ii)
restrictions relating to capital adequacy that may be applicable to any Guarantor to the extent any
Transaction Document may be deemed a dividend or distribution; and



     (c) to the extent that section 8.31 of the Revised Model Business Corporation Act (as adopted
in any state in which a Credit Party is incorporated) or other corporation law analogous thereto
may apply, I have assumed the transactions described in the Transaction Documents are fair to the
Credit Parties.



     I am qualified to practice law in the State of Tennessee, and I am no expert in and express no
opinions as to the laws of other jurisdictions other than to the federal laws of the United States
of America and the laws of the State of Tennessee, as currently in effect. I assume no obligation
to supplement this opinion if any applicable laws change after the date hereof or if I become aware
of any facts that might change the opinions expressed herein after the date hereof.



[Remainder of page intentionally left blank.]





 









 








     The opinions expressed herein are solely for the benefit of the Lenders and the Agent and may
not be relied on in any manner or for any purpose by any other person or entity.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule A

Schedule of Guarantors




Abilene Hospital, LLC

Abilene Merger, LLC

Anna Hospital Corporation

Arizona DH, LLC

Berwick Hospital Company, LLC

BH Trans Company, LLC

Big Bend Hospital Corporation

Big Spring Hospital Corporation

Birmingham Holdings, LLC

Birmingham Holdings II, LLC

Bluefield Holdings, LLC

Bluefield Hospital Company, LLC

Bluffton Health System, LLC

Brownsville Hospital Corporation

Brownwood Hospital, L.P.

Brownwood Medical Center, LLC

Carlsbad Medical Center, LLC

Centre Hospital Corporation

CHHS Holdings, LLC

CHS Kentucky Holdings, LLC

CHS Pennsylvania Holdings, LLC

CHS Virginia Holdings, LLC

CHS Washington Holdings, LLC

Claremore Regional Hospital, LLC

Clarksville Holdings, LLC

Cleveland Hospital Corporation

Cleveland Regional Medical Center, L.P.

Cleveland Tennessee Hospital Company, LLC

Clinton Hospital Corporation

Coatesville Hospital Corporation

College Station Hospital, L.P.

College Station Medical Center, LLC

College Station Merger, LLC

Community GP Corp.

Community Health Investment Company, LLC

Community LP Corp.

CP Hospital GP, LLC

CPLP, LLC

Crestwood Hospital, LP, LLC

Crestwood Hospital, LLC

CSMC, LLC

CSRA Holdings, LLC

Deaconess Holdings, LLC




 









 





Deaconess Hospital Holdings, LLC

Deming Hospital Corporation

Desert Hospital Holdings, LLC

Detar Hospital, LLC

DHSC, LLC

DHFW Holdings, LLC

Dukes Health System, LLC

Dyersburg Hospital Corporation

Emporia Hospital Corporation

Evanston Hospital Corporation

Fallbrook Hospital Corporation

Foley Hospital Corporation

Forrest City Arkansas Hospital Company, LLC

Forrest City Clinic Company, LLC

Forrest City Hospital Corporation

Fort Payne Hospital Corporation

Frankfort Health Partner, Inc.

Franklin Hospital Corporation

Gadsden Regional Medical Center, LLC

Galesburg Hospital Corporation

Granbury Hospital Corporation

Granite City Hospital Corporation

Granite City Illinois Hospital Company, LLC

Greenville Hospital Corporation

GRMC Holdings, LLC

Hallmark Healthcare Company, LLC

Hobbs Medco, LLC

Hospital of Barstow, Inc.

Hospital of Fulton, Inc.

Hospital of Louisa, Inc.

Hospital of Morristown, Inc.

Jackson Hospital Corporation (KY)

Jackson Hospital Corporation (TN)

Jourdanton Hospital Corporation

Kay County Hospital Corporation

Kay County Oklahoma Hospital Company, LLC

Kirksville Hospital Company, LLC

Lakeway Hospital Corporation

Lancaster Hospital Corporation

Las Cruces Medical Center, LLC

Lea Regional Hospital, LLC

Lexington Hospital Corporation

Longview Merger, LLC

LRH, LLC

Lutheran Health Network of Indiana, LLC

Marion Hospital Corporation




 









 





Martin Hospital Corporation

Massillon Community Health System LLC

Massillon Health System LLC

Massillon Holdings, LLC

McKenzie Tennessee Hospital Company, LLC

McNairy Hospital Corporation

MCSA, L.L.C.

Medical Center of Brownwood, LLC

Merger Legacy Holdings, LLC

MMC of Nevada, LLC

Moberly Hospital Company, LLC

MWMC Holdings, LLC

National Healthcare of Leesville, Inc.

National Healthcare of Mt. Vernon, Inc.

National Healthcare of Newport, Inc.

Navarro Hospital, L.P.

Navarro Regional, LLC

NC-DSH, LLC

Northampton Hospital Company, LLC

Northwest Hospital, LLC

NOV Holdings, LLC

NRH, LLC

Oak Hill Hospital Corporation

Oro Valley Hospital, LLC

Palmer-Wasilla Health System, LLC

Payson Hospital Corporation

Pennsylvania Hospital Company, LLC

Phillips Hospital Corporation

Phoenixville Hospital Company, LLC

Pottstown Hospital Company, LLC

QHG Georgia Holdings, Inc.

QHG Georgia Holdings II, LLC

QHG Georgia, L.P.

QHG of Barberton, Inc.

QHG of Bluffton Company, LLC

QHG of Clinton County, Inc.

QHG of Enterprise, Inc.

QHG of Forrest County, Inc.

QHG of Fort Wayne Company, LLC

QHG of Hattiesburg, Inc.

QHG of Massillon, Inc.

QHG of South Carolina, Inc.

QHG of Spartanburg, Inc.

QHG of Springdale, Inc.

QHG of Warsaw Company, LLC

Quorum Health Resources, LLC




 









 





Red Bud Hospital Corporation

Red Bud Illinois Hospital Company, LLC

Regional Hospital of Longview, LLC

River Region Medical Corporation

Roswell Hospital Corporation

Russell County Medical Center, Inc.

Ruston Hospital Corporation

Ruston Louisiana Hospital Company, LLC

SACMC, LLC

Salem Hospital Corporation

San Angelo Community Medical Center, LLC

San Angelo Medical, LLC

San Miguel Hospital Corporation

Shelbyville Hospital Corporation

Siloam Springs Arkansas Hospital Co., LLC

Siloam Springs Holdings, LLC

SouthCrest, L.L.C.

Southern Texas Medical Center, LLC

Spokane Valley Washington Hospital Co., LLC

Spokane Washington Hospital Company, LLC

Tennyson Holdings, LLC

Toelle Hospital Corporation

Triad Healthcare Corporation

Triad Holdings III, LLC

Triad Holdings IV, LLC

Triad Holdings V, LLC

Triad Nevada Holdings, LLC

Triad of Alabama, LLC

Triad of Oregon, LLC

Triad-ARMC, LLC

Triad-Denton Hospital GP, LLC

Triad-Denton Hospital, L.P.

Triad-El Dorado, Inc.

Triad-Navarro Regional Hospital Subsidiary, LLC

Triad-South Tulsa Hospital Company, Inc.

VHC Medical, LLC

Vicksburg Healthcare, LLC

Victoria Hospital, LLC

Victoria of Texas, L.P.

Virginia Hospital Company, LLC

Warren Ohio Hospital Company, LLC

Warren Ohio Rehab Hospital Company, LLC

Watsonville Hospital Corporation

Waukegan Hospital Corporation

Waukegan Illinois Hospital Company, LLC

Weatherford Hospital Corporation




 









 





Weatherford Texas Hospital Company, LLC

Webb Hospital Corporation

Webb Hospital Holdings, LLC

Wesley Health System, LLC

West Grove Hospital Company, LLC

WHMC, LLC

Wilkes-Barre Behavioral Hospital Company, LLC

Wilkes-Barre Holdings, LLC

Wilkes-Barre Hospital Company, LLC

Williamston Hospital Corporation

Women & Children’s Hospital, LLC

Woodland Heights Medical Center, LLC

Woodward Health System, LLC

Youngstown Ohio Hospital Company, LLC