Exhibit 10.1


 


FIRST
AMENDMENT AND WAIVER dated as of December 16, 2004 (the “Amendment”),
to the Amended and Restated Credit Agreement, dated as of August 19, 2004
(the “Credit Agreement”), among CHS/Community Health Systems, Inc. (the
“Borrower”), Community Health Systems, Inc. (“Parent”), the
several banks and other financial institutions from time to time parties
thereto (the “Lenders”), Bank of America, N.A., as documentation agent,
Wachovia Bank, National Association, as syndication agent, and JPMorgan Chase
Bank, as administrative agent for the Lenders thereunder (in such capacity, the
“Administrative Agent”).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, the Borrower, Parent, the Administrative
Agent and the Lenders are parties to the Credit Agreement;


 


WHEREAS, Parent intends to issue unsecured, senior
subordinated notes in a minimum aggregate principal amount of approximately
$250,000,000;


 


WHEREAS, the Borrower and Parent in connection
therewith have requested that the Administrative Agent and the Required Lenders
agree to amend and waive certain provisions of the Credit Agreement; and


 


WHEREAS, the Administrative Agent and the Lenders
parties hereto are willing to agree to the requested amendments and waivers,
but only upon the terms and conditions set forth herein;


 


NOW, THEREFORE, for valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in consideration
of the premises contained herein, the parties hereto agree as follows:


 


I.                                        AMENDMENTS TO THE CREDIT AGREEMENT RELATING
TO THE HIGH YIELD SUBORDINATED NOTES


 


A.  Definitions. Unless otherwise defined
herein, terms defined in the Credit Agreement shall have their defined meanings
when used herein.


 


B.  Amendments
of Subsection 1.1 (Defined Terms). (1) Subsection 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions, in
appropriate alphabetical order:


 


“First Amendment”: the First Amendment and
Waiver dated as of December 16, 2004 to this Agreement.


 


“First Amendment Effective Date”: as defined
in Section IV. A of the First Amendment.


 






















 


“High Yield Subordinated Notes”: the Senior
Subordinated Notes due 2012, in a minimum aggregate principal amount of
approximately $250,000,000 as of the First Amendment Effective Date, issued by
Parent for sale to qualified institutional buyers in reliance on Rule 144A or
Regulation S under the Securities Act of 1933, as amended, and the indenture
therefor and any related documentation.


 


C.                                      Amendment of Subsection 5.9 (No Default). Subsection 5.9 of the Credit Agreement
is hereby amended by deleting the phrase “Neither the Borrower nor any of its
Subsidiaries” in the first and second sentences thereof and substituting, in
lieu thereof, the phrase “Neither Parent nor Borrower nor any of its
Subsidiaries”.


 


D.  Amendment
of Subsection 5.15 (Senior Debt). Subsection 5.15
of the Credit Agreement is amended by inserting at the end thereof the
following:


 


“and constitute “Senior Indebtedness” and “Guarantor
Senior Indebtedness” under and as defined in the indenture for the High Yield
Subordinated Notes.”


 


E.  Amendment
of Subsection 7.7 (Notices). Subsection 7.7 of the Credit
Agreement is hereby amended by (1) deleting in paragraphs (b) and (c) thereof
the phrase “the Borrower or any of its Subsidiaries” as it appears and substituting,
in lieu thereof, the phrase “Parent, the Borrower or any of its Subsidiaries”
and (2) inserting at the end of paragraph (e) thereof “or any High Yield
Subordinated Note.”


 


F.  Amendment
of Subsection 8.1 (Financial Condition Covenants). Subsection 8.1
(a) of the Credit Agreement is hereby amended be deleting the table therein in
its entirety and substituting, in lieu thereof, the following:


 




	
  “Fiscal Year Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  December 31,
  2004

  	
   

  	
  4.50 to 1

  
	
  December 31,
  2005

  	
   

  	
  4.50 to 1

  
	
  December 31,
  2006

  	
   

  	
  4.25 to 1

  
	
  December 31,
  2007

  	
   

  	
  4.25 to 1

  
	
  December 31,
  2008

  	
   

  	
  4.00 to 1

  
	
  December 31,
  2009

  	
   

  	
  4.00 to 1

  
	
  December 31,
  2010

  	
   

  	
  3.75 to 1

  
	
  December 31,
  2011

  	
   

  	
  3.75 to 1”

  






 


G.  Amendments
of Subsection 8.2 (Indebtedness). (1)
Subsection 8.2(g) of the Credit Agreement is hereby amended by deleting
such subsection in its entirety and substituting, in lieu thereof, the
following:


 


“(g) other Indebtedness of the Borrower or any of
its Subsidiaries in an aggregate principal amount not to exceed $200,000,000 at
any time outstanding;”


 


2






















 


(2)  Subsection 8.2(h) of the Credit
Agreement is hereby amended by deleting the text in clause (iii) thereof
preceding the proviso to Subsection 8.2(h) in its entirety and
substituting, in lieu thereof, the following:


 


“(iii) the High Yield Subordinated Notes or any
other subordinated debt issued by Parent (collectively, “High Yield
Subordinated Debt”)”.


 


(3)  Subsection 8.2(h) of the Credit
Agreement is hereby further amended by inserting at the end thereof the
following:


 


“(it being acknowledged and agreed that the terms
and provisions of the High Yield Subordinated Notes as in effect on the First
Amendment Effective Date shall be considered consistent with such market
terms)”.


 


(4)                                   Subsection 8.2(i) of the Credit
Agreement is hereby amended by inserting after the phrase “not to exceed
$500,000,000” the phrase “at any time outstanding”.


 


H.  Amendments of Subsection 8.4
(Contingent Obligations).


 


(1) 
Subsection 8.4(g) is amended by deleting at the end thereof the
word “and”.


 


(2) 
Subsection 8.4(h) is amended by inserting at the end thereof the
word “and”.


 


(3) 
Subsection 8.4 of the Credit Agreement is further amended by adding
at the end thereof the following:


 


“(i) Contingent Obligations of the Borrower and any
Subsidiary Guarantor pursuant to the High Yield Subordinated Notes.”


 


I.   Amendment
of Subsection 8.7 (Limitation on Investments, Loans and Advances).
Subsection 8.7(m) of the Credit Agreement is hereby amended by deleting
“$25,000,000” in clause (ii) thereof and substituting, in lieu thereof,
“$50,000,000”.


 


J.   Amendment
of Subsection 8.8 (Capital Expenditures).
Subsection 8.8 of the Credit Agreement is hereby amended by deleting the
initial part of the first sentence thereof preceding the phrase “plus, in each
case an amount equal to” and substituting, in lieu thereof, the following:


 


“Make or commit to make Capital Expenditures (other
than Replacement Capital Expenditures) in any fiscal year exceeding (i)
$200,000,000 for fiscal year 2004 of the Borrower, (ii) $275,000,000 for fiscal
year 2005 of the Borrower, (iii) $325,000,000 for fiscal year 2006 of the
Borrower, (iv) $350,000,000 for fiscal year 2007 of the Borrower, (v)
$375,000,000 for fiscal year 2008 of the Borrower, (vi) $425,000,000 for fiscal
year 2009 of the Borrower, (vii) $475,000,000 for


 


3






















 


fiscal
year 2010 of the Borrower and (viii) $525,000,000 for fiscal year 2011 of the
Borrower,”


 


K.  Amendment of Subsection 8.9
(Limitation of Dividends’). Subsection 8.9(c)
of the Credit Agreement is hereby amended by deleting in the second proviso
thereof the phrase “from and after the Closing Date does not exceed in the
aggregate $300,000,000” and substituting, in lieu thereof, the following: “from
and after the First Amendment Effective Date does not exceed in the aggregate
$200,000,000”.


 


L.  Amendment
of Subsection 8.10 (Transactions with Affiliates).
Subsection 8.10 of the Credit Agreement is hereby amended by deleting the
phrase “subsections 8.4(a) and (f)” in clause (b) thereof and substituting, in
lieu thereof, the phrase “subsections of 8.4(a), (f) and (i)”.


 


M.  Amendment
of Subsection 8.12 (Subordinated Note; Additional Subordinated Notes;
Convertible Subordinated Debt). (1)
Subsection 8.12(a) of the Credit Agreement is hereby amended to add the
phrase “or any Additional Subordinated Note” after the phrase “Subordinated
Note” in clause (ii)(z) thereof.


 


(2) 
Subsection 8.12(b) of the Credit Agreement is amended by deleting
such subsection in its entirety and substituting, in lieu thereof, the
following


 


“(b)(i)  Make
any payment in violation of any of the subordination provisions of the
Convertible Subordinated Debt or the High Yield Subordinated Debt; or (ii)
waive or otherwise relinquish any of its rights or causes of action arising
under or arising out of the terms of the Convertible Subordinated Debt or the
High Yield Subordinated Debt; or (iii) consent to any amendment, modification
or supplement to the terms of the Convertible Subordinated Debt or the High
Yield Subordinated Debt except with the consent of the Required Lenders,
provided, that no such consent shall be required so long as (A) no Default or
Event of Default shall have occurred and be continuing and (B) such amendment,
modification or supplement is not materially adverse to the Lenders (it being
understood that any increase of the interest rate, shortening of the tenor,
addition of prepayment requirements, guarantees or collateral, or change to the
terms and provisions relating to subordination, of any such Convertible
Subordinated Debt or High Yield Subordinated Debt shall be deemed materially
adverse to the Lenders); or (iv) make any optional payment or prepayment on or
redeem or otherwise acquire, purchase or defease the Convertible Subordinated
Debt or the High Yield Subordinated Debt, provided that Parent may optionally
prepay, redeem or acquire the Convertible Subordinated Debt or the High Yield
Subordinated Debt (A) with the proceeds of (I) any and all prepayments,
redemptions and acquisitions of the Subordinated Note or, as applicable, an
Additional Subordinated Note by the Borrower pursuant to clause (a)(iii) above,
(II) issuances of any Convertible Subordinated Debt or any High Yield Subordinated
Debt or (III) any public offering of shares of common stock of Parent net of
any fees or expenses (including underwriting commissions) incurred in
connection with the issuance thereof, in each case to the extent the Net


 


4






















 


Proceeds
thereof are not required to be used to make a prepayment required by
subsection 4.6, or (B) in exchange for shares of common stock of Parent.”


 


(3)  Subsection 8.12 of the Credit Agreement
is hereby further amended by inserting at the end thereof the following:


 


“(c) Fail to make a prepayment of any Loans
outstanding hereunder in the amount and to the extent Parent would, but for
such prepayment, be required to prepay, make an offer to repurchase, redeem or
otherwise acquire or defease any High Yield Subordinated Debt pursuant to the
asset disposition provisions of the indenture for the High Yield Subordinated
Notes.”


 


II.                                    AMENDMENTS TO THE CREDIT AGREEMENT WITH
RESPECT TO PERMITTED JOINT VENTURES


 


A.  Definitions.
Unless otherwise defined herein, terms defined in the Credit Agreement shall
have their defined meanings when used herein.


 


B.  Amendments
of Subsection 1.1 (Defined Terms). (1) Subsection 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions, in
appropriate alphabetical order:


 


“Permitted Joint Venture Subsidiary”: a
Subsidiary of the Borrower formed in connection with a Permitted Joint Venture
or any existing Subsidiary of the Borrower that becomes a Permitted Joint
Venture Subsidiary as a result of a Permitted Joint Venture.


 


“Total Tangible Assets”: as of any date of
determination, the aggregate amount of all assets of Parent and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, but
excluding any asset which is treated as an intangible asset in accordance with
GAAP, including, without limitation, goodwill, patents, patent applications,
trademarks, tradenames, copyrights and licenses.


 


(1)  The
definition of “Borrower Pledge Agreement” contained in Subsection 1.1 of
the Credit Agreement is hereby amended by deleting clauses (iii) and (iv) of
subsection (x) thereof in their entireties and substituting, in lieu
thereof, the following:


 


“or (iii) a Permitted Joint Venture Subsidiary,
Permitted Syndication Subsidiary or a Securitization Subsidiary in each case to
the extent the pledge of the capital stock or other equity interests of such
Subsidiary is prohibited by any applicable Requirement of Law or Contractual
Obligation,”


 


(2)  The
definition of “Material Subsidiaries” contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting clause (i) thereof in its
entirety and substituting, in lieu thereof, the following:


 


5






















 


“(i)
any Permitted Joint Venture,”.


 


(3)  The definition of “Permitted Acquisition”
contained in Subsection 1.1 of the Credit Agreement is hereby amended by
deleting clause (1) of the proviso thereto in its entirety and substituting, in
lieu thereof, the following:


 


“(1) the Borrower or a Domestic Subsidiary shall
directly own (and retain the right to vote), beneficially and of record, more
than 50% of the aggregate ordinary voting power and aggregate equity value
represented by the outstanding capital stock or other equity interests of any
acquired or newly formed corporation or other entity that acquires or leases
such Person, division or line of business;”


 


(4)  The definition of “Permitted Interest
Transfer” contained in Subsection 1.1 of the Credit Agreement is hereby
amended by deleting the phrase “the applicable requirements of the definition
of “Non-Restricted Joint Venture Subsidiary”, “Restricted Joint Venture
Subsidiary”,” and substituting, in lieu thereof, the phrase “the applicable
requirements of the definition of “Permitted Joint Venture”,”.


 


(5)  The definition of “Permitted Joint Venture”
contained in Subsection 1.1 of the Credit Agreement is hereby amended by
deleting clause (2) of the proviso thereto in its entirety and substituting, in
lieu thereof, the following:


 


“(2) the aggregate value of the investments, loans
and advances made by the Borrower and its Subsidiaries in (including assets
transferred to) any Permitted Joint Venture, in each case, measured as of the
date of each such investment, loan or advance (net of any repayments or return
of capital in respect thereof actually received in cash by the Borrower or its
Subsidiaries (net of applicable taxes) after the Closing Date) (the “Net
Investment Amount”), when added to the aggregate Net Investment Amounts of
all Permitted Joint Ventures consummated after the Closing Date, does not
exceed an amount equal to 10% of Total Tangible Assets.”


 


(6)  The definition of “Subsidiary Guarantor”
contained in Subsection 1.1 of the Credit Agreement is hereby amended by
deleting in clause (iii) thereof the phrase “Securitization Subsidiary,
Restricted Joint Venture Subsidiary or Non-Restricted Joint Venture Subsidiary”
and substituting, in lieu thereof, the phrase “Securitization Subsidiary or
Permitted Joint Venture Subsidiary”.


 


(7)  The definition of “Subsidiary Pledge
Agreement” contained in Subsection 1.1 of the Credit Agreement is hereby
amended by deleting clauses (iii) and (iv) of clause (x) thereof in their
entireties and substituting, in lieu thereof, the following:


 


“or (iii) a Permitted Joint Venture Subsidiary,
Permitted Syndication Subsidiary or a Securitization Subsidiary in each case to
the extent the pledge of the capital stock or other equity interests of such
Subsidiary is prohibited by any applicable Requirement of Law or Contractual
Obligation,”


 


6






















 


(8)  Subsection 1.1 of the Credit Agreement
is hereby amended by deleting the definitions of “Non-Restricted Joint Venture
Subsidiary”, “Permitted Non-Restricted Joint Venture”, “Permitted Restricted
Joint Venture” and “Restricted Joint Venture Subsidiary” in their entireties.


 


C.  Amendment of Subsection 5.11
(Subsidiaries). Subsection 5.11 of the Credit Agreement
is hereby amended by deleting the second sentence thereof in its entirety and
substituting, in lieu thereof, the following:


 


“Each Domestic Subsidiary that, as of the Closing
Date, is a Non-Significant Subsidiary, a Syndication Subsidiary or a Permitted
Joint Venture Subsidiary is indicated as such (or, in the case of a Permitted
Joint Venture Subsidiary, is indicated as either a “Restricted Joint Venture
Subsidiary” or a “Non-Restricted Joint Venture Subsidiary”) on
Schedule 5.11 (a).”


 


D.  Amendment of Subsection 7.8
(Additional Subsidiary Guarantors: Pledge of Stock of Additional Subsidiaries).
Subsection 7.8(c) of the Credit Agreement is hereby amended by deleting
the phrase “or any Non-Restricted Joint Venture Subsidiary” in clause (y) of
the first parenthetical thereof, deleting clause (z) immediately following such
clause (y) in its entirety and substituting, in lieu thereof, the following:


 


“(z) any capital stock of, or other equity interest
in, any Permitted Syndication Subsidiary, any Securitization Subsidiary or any
Permitted Joint Venture Subsidiary in each case to the extent the pledge of the
capital stock of, or other equity interest in, such Subsidiary is prohibited by
any applicable Contractual Obligation or Requirement of Law”.


 


E.  Amendment of Subsection 8.2
(Indebtedness). Subsection 8.2(k) of the Credit
Agreement is hereby amended by (i) inserting the phrase “or Permitted Joint
Venture” after the phrase “Permitted Acquisition” each time it appears therein;
and (ii) deleting the proviso contained therein in its entirety and
substituting, in lieu thereof, the following:


 


“provided that the aggregate principal amount
of such Indebtedness shall not exceed $200,000,000 at any time outstanding”.


 


F.  Amendments of Subsection 8.3
(Limitation on Liens). (1)       
Subsection 8.3(h) of the Credit Agreement is hereby amended by
inserting at the end of the proviso contained in clause (i) thereof the phrase
“at any time outstanding”.


 


(2) Subsection 8.3(k) of the Credit Agreement
is hereby amended by inserting the phrase “or Permitted Joint Venture” after
the phrase “Permitted Acquisition” each time it appears therein.


 


G.  Amendment of Subsection 8.4
(Contingent Obligations). Subsection 8.4(b) of the Credit
Agreement is amended by deleting such subsection in its entirety and
substituting, in lieu thereof, the following:


 


7






















 


“(b) Contingent Obligations of the Borrower and its
Subsidiaries incurred in the ordinary course of business or in connection with
a Permitted Acquisition or Permitted Joint Venture for an aggregate amount not
to exceed $100,000,000 at any time outstanding;”


 


H.  Amendment of Subsection 8.6
(Prohibition on Sale of Assets). Subsection 8.6(j)
of the Credit Agreement is hereby amended by deleting the phrase “a
Non-Restricted Joint Venture Subsidiary, a Restricted Joint Venture Subsidiary”
and substituting, in lieu thereof, the phrase “a Permitted Joint Venture
Subsidiary”.


 


I.  Amendment
of Subsection 8.9 (Limitation of Dividends).
Subsection 8.9(d) of the Credit Agreement is hereby amended by deleting
the phrase “any Non-Restricted Joint Venture Subsidiary, Restricted Joint
Venture Subsidiary” and substituting, in lieu thereof, the phrase “any
Permitted Joint Venture Subsidiary”.


 


J.  Amendment
of Subsection 8.16 (Clauses Restricting Subsidiary Distributions).
Subsection 8.16 of the Credit Agreement is hereby amended by deleting the
parenthetical “(other than any Non-Restricted Joint Venture Subsidiary)”
thereof and substituting, in lieu thereof, the parenthetical “(other than any
Permitted Joint Venture Subsidiary”).


 


K. Amendments of Subsection 9 (Events of
Default). (1) Subsection 9(e) of the Credit
Agreement is hereby amended by deleting the phrase “The Borrower or any of its
Subsidiaries (other than any Non-Restricted Joint Venture Subsidiary)” and
substituting, in lieu thereof, the phrase “Parent, the Borrower or any of its
Subsidiaries”.


 


(2) Subsection 9(f) of the Credit Agreement is
hereby amended by deleting the parenthetical in its clause (i) and
substituting, in lieu thereof, the following:


 


“(other than any Subsidiary which is a
Non-Significant Subsidiary within the meaning of clause (i) of the definition
thereof)”.


 


III.                               WAIVER AND AGREEMENT.


 


A. Waiver of Subsection 4.6 (Mandatory
Prepayments). (1) The provisions of paragraphs (a), (d)
and (e) of subsection 4.6 of the Credit Agreement are hereby waived with
respect to the application of proceeds from the issuance of High Yield
Subordinated Notes to the mandatory prepayment of the Loans and, in lieu
thereof, the Borrower, the Administrative Agent and the Lenders hereby agree as
follows:


 


(a)  The
Borrower shall apply an amount equal to 100% of the aggregate cash Net Proceeds
in respect of the issuance of High Yield Subordinated Notes to the prepayment
of the Loans.


 


(b)  Amounts
to be applied in connection with prepayments made pursuant to paragraph (a)
above shall be applied, first, to the prepayment of Revolving Credit
Loans then outstanding (without any accompanying reduction of the Revolving
Credit Commitments) and second, to the


 


8






















 


ratable
prepayment of the Term Loans. Partial prepayments of the Term Loans shall be
applied first, to the installments thereof scheduled to be paid during
the next twelve months after the date of such prepayment, in the order that
such installments are scheduled to be paid, and second, to the remaining
installments on a pro  rata basis.


 


(2)
The Issuance of the High Yield Subordinated Notes and the related Additional
Subordinated Notes shall not count against the “Debt Issuance Prepayment
Trigger” (which as of the First Amendment Effective Date remains unused at
$200,000,000).


 


IV.                                 CONDITIONS.


 


A.  Conditions to Effectiveness.
This Amendment shall become effective upon the satisfaction of the following
conditions precedent (the effective date of this Amendment, the “First
Amendment Effective Date”):


 


(1)  Amendment.
The Administrative Agent shall have received counterparts of this Amendment
executed by the Borrower, Parent and the Administrative Agent and consented to by the Required Lenders as of the date hereof.


 


(2)  Reaffirmation
of Guarantee and Collateral Agreement. The Administrative
Agent shall have received a reaffirmation of the Parent Guarantee and the
Subsidiary Guarantees with reference to the Credit Agreement as amended and
waived by this Amendment (the “Reaffirmation”), executed and delivered by an
authorized officer of Parent, the Borrower and each other Credit Party
signatory to the Parent Guarantee and/or the Subsidiary Guarantee,
substantially in the form attached to the Credit Agreement as Exhibit J, mutatis
mutandis, which Reaffirmation shall include a confirmation that such
guarantees shall rank senior to any obligations of such Credit Parties in
respect of or related to the High Yield Subordinated Notes.


 


(3)  Representations
and Warranties. Each of the representations and warranties
made by Parent and the Borrower in or pursuant to this Amendment shall be true
and correct in all material respects on and as of the First Amendment Effective
Date.


 


(4)  Fees.
The Administrative Agent shall have received, on behalf of itself and the
Lenders party hereto, all fees required to be paid, including an amendment fee
in an amount equal to 0.075% of each such Lender’s aggregate Revolving Credit
Commitment and Term Loans outstanding, and all expenses for which invoices have
been presented, on or before the First Amendment Effective Date shall have been
paid.


 


(5)  Issuance
of High Yield Notes. Concurrently herewith, Parent shall complete
the offering of High Yield Subordinated Notes in a minimum aggregate principal
amount of approximately $250,000,000 and advanced the proceeds thereof to
Borrower pursuant to an Additional Subordinated Note, all on terms and
conditions reasonably satisfactory to the Administrative Agent.


 


9






















 


V.                                     REPRESENTATIONS AND WARRANTIES.
In order to induce the Administrative Agent and the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants to the Administrative
Agent and the Lenders the following:


 


A.  Representations
in the Credit Agreement.  The
representations and warranties contained in the Credit Documents are true and
correct in all material respects on and as of the First Amendment Effective
Date (after giving effect hereto) as if made on and as of the First Amendment
Effective Date (except where 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); provided
that all references to the “Credit Agreement” in any Credit Document shall be
and are deemed to mean the Credit Agreement as amended hereby;


 


B.  Subsidiaries.  The Subsidiaries of the Borrower listed on
Schedule 5.l l(c) constitute all of the Domestic Subsidiaries of the
Borrower, and the Subsidiaries listed on Schedule 5.1 l(d) constitute all
of the Foreign Subsidiaries of the Borrower as of the First Amendment Effective
Date. Each Domestic Subsidiary that, as of the First Amendment Effective Date,
is a Non-Significant Subsidiary, a Syndication Subsidiary or a Permitted Joint
Venture Subsidiary is indicated as such (or in the case of a Permitted Joint
Venture Subsidiary, is indicated as either a “Restricted Joint Venture Subsidiary”
or a “Non-Restricted Joint Venture Subsidiary”) on Schedule 5.1 l(c).


 


C.  Accuracy
of Information. All information, taken as a whole, that has
been made available to the Administrative Agent by the Borrower, Parent or any
of their representatives in connection with this Amendment does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not materially misleading in
light of the circumstances under which such statements are made.


 


VI.                                 MISCELLANEOUS.


 


A.  Counterparts.  This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by the parties hereto shall be delivered to the Borrower and
the Administrative Agent. The execution and delivery of this Amendment by any
Lender shall be binding upon each of its successors and assigns (including
transferees of its Commitments and/or Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.


 


B.  Fees
and Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
in connection with the negotiation, preparation, execution and delivery of this
Amendment,


 


10






















 


including
without limitation the reasonable fees and expenses of Simpson Thacher &
Bartlett LLP.


 


C.  References to Joint Venture Subsidiaries
in other Credit Documents. Any reference in a
Credit Document to “Restricted Joint Venture Subsidiary” or “Non-Restricted
Joint Venture Subsidiary” shall instead refer, mutatis  mutandis,
to “Permitted Joint Venture Subsidiary”.


 


D.  Continuing Effect, No Other Amendments or
Waivers. Except as expressly set forth in this First
Amendment, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect and the Borrower shall continue to be
bound by all of such terms and provisions. The amendments and waivers provided
for herein are limited to the specific subsections of the Credit Agreement
specified herein and shall not constitute an amendment or waiver of, or an
indication of the Administrative Agent’s or the Lenders’ willingness to amend
or waive, any other provisions of the Credit Agreement or the same subsections
for any other date or purpose.


 


E.  GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


11






















 


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


 


	
   

  	
   

  	
  CHS/COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James W. Doucette

  
	
   

  	
   

  	
   

  	
  Title:

  	
  James W. Doucette

  
	
   

  	
   

  	
   

  	
  Vice President &  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James W. Doucette

  
	
   

  	
   

  	
   

  	
  Title:

  	
  James W.
  Doucette

  
	
   

  	
   

  	
   

  	
  Vice President
  & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN
  CHASE BANK,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Dan Lee Lum

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK
  OF AMERICA, N.A., 

  
	
   

  	
   

  	
  as
  Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin Wagley

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
							



 






















 


	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION,

  
	
   

  	
   

  	
  as
  Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeanette A. Griffin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Jeanette A. Griffin

  
	
   

  	
   

  	
   

  	
  Director