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Exhibit 10.2
EXECUTION COPY
THIRD AMENDMENT
THIRD
AMENDMENT, dated as of December 13, 2006 (this " Third
Amendment "), representing an amendment to the Amended and
Restated Credit Agreement, dated as of August 19, 2004 (as
amended by the First Amendment and Waiver dated as of
December 16, 2004 and the Second Amendment dated as of
July 8, 2005, the " Credit Agreement "), among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the "
Borrower " or " CHS "), COMMUNITY HEALTH SYSTEMS,
INC., a Delaware corporation (" Parent "), the several
lenders from time to time parties thereto (the " Lenders "),
WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such
capacity, the " Syndication Agent "), BANK OF AMERICA, N.A.,
as documentation agent (in such capacity, the " Documentation
Agent ") and JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase
Bank), as administrative agent for the Lenders (in such capacity,
the " Administrative Agent ").
WITNESSETH :
WHEREAS,
the Borrower, Parent, the Syndication Agent, the Documentation
Agent, the Administrative Agent and the Lenders are parties to the
Credit Agreement;
WHEREAS,
the Borrower and Parent have requested that the Administrative
Agent and the Required Lenders agree to amend certain provisions of
the Credit Agreement;
WHEREAS,
the Administrative Agent and the Lenders parties hereto are willing
to agree to the requested amendments, but only upon the terms and
conditions set forth herein; and
WHEREAS,
it is expected that substantially contemporaneous with this Third
Amendment becoming effective the Credit Agreement will be amended,
as contemplated in subsection 2.4 of the Credit Agreement, to
provide for an additional tranche of term loans, in the aggregate
principal amount of $400,000,000, with such amendment to be
executed and delivered by the Borrower, the Administrative Agent
and the Lenders (including new Lenders) committing to make such
term loans;
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:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
defined therein.
2.
Amendment to Definition of "Asset Sale Prepayment Trigger" in
Subsection 1.1 . The definition of "Asset Sale Prepayment
Trigger" in subsection 1.1 of the Credit Agreement is hereby
amended by inserting after the amount "$75,000,000" in the fifth
line thereof the parenthetical phrase "(or, in the case of an Asset
Sale after the effective date of
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the Third Amendment to this Agreement, the aggregate cash Net
Proceeds received in connection with all such Asset Sales on and
after the effective date of the Third Amendment to this Agreement
exceed $75,000,000)".
3.
Amendment to the Definition of "Contingent Obligation" in
Subsection 1.1. The definition of "Contingent Obligation" in
subsection 1.1 of the Credit Agreement is hereby amended by
inserting after the word "dividends" in the second line thereof the
parenthetical phrase "(other than stock dividends of the
Parent)".
4.
Amendment to the Definition of "Replacement Capital
Expenditures" in Subsection 1.1. The definition of "Replacement
Capital Expenditures" in subsection 1.1 of the Credit Agreement is
hereby amended by inserting after the word "of" in the second line
thereto the parenthetical numeral "(i)" and by inserting after the
word "thereafter" in the fifth line thereto the phrase "or
(ii) the Hospital in Barstow, California (owned, leased or
operated by the Borrower or any of its Subsidiaries or in which the
Borrower or any of its Subsidiaries owns an equity interest as of
the effective date of the Third Amendment) and the Hospital in
Lindenhurst, Illinois".
5.
Amendment to Subsection 2.4 . Subsection 2.4 of the Credit
Agreement is hereby amended by replacing the phrase "Closing Date"
with the phrase "First Incremental Amendment Effective Date".
6.
Amendment to Subsection 4.6(d)(i) . Subsection 4.6(d)(i) of
the Credit Agreement is hereby deleted in its entirety and
inserting in lieu thereof the following:
"(i)
Amounts to be applied in connection with prepayments made pursuant
to paragraph (a) or (b) above other than from proceeds
from issuance of Convertible Subordinated Debt or High Yield
Subordinated Debt shall be applied, first , to the ratable
prepayment of the Term Loans (in the manner set forth in clause
(ii) of this paragraph (d)) and second , to the
prepayment of Revolving Credit Loans then outstanding (without any
accompanying reduction of the Revolving Credit Commitments).
Amounts to be applied in connection with prepayments made pursuant
to paragraph (a) above in connection with proceeds from issuance of
Convertible Subordinated Debt or High Yield Subordinated Debt shall
be applied to the ratable prepayment of the Term Loans (in the
manner set forth in clause (ii) of this paragraph (d)) or to
the prepayment of Revolving Credit Loans then outstanding (without
any accompanying reduction of the Revolving Credit Commitments) in
an order to be determined as specified by the Borrower in a notice
to the Administrative Agent. Amounts to be applied in connection
with prepayments made pursuant to paragraph (c) above shall be
applied, first , to the ratable prepayment of the Term Loan
installments 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; second , to the
prepayment of Revolving Credit Loans then outstanding (without any
accompanying reduction of the Revolving Credit Commitments); and
third , to the prepayment of the remaining installments of
the Term Loans on a pro rata basis."
7.
Amendment to Subsection 8.2(h) . Subsection 8.2(h) is hereby
amended by inserting at the end of clause (iii)(B) thereof,
immediately before the word "and", the parenthetical phrase
"(excluding any such payment in the form of a cash net settlement
payment
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in connection with the exercise of the conversion right under
any Convertible Subordinated Debt, provided that the aggregate
principal amount of such payments shall at no time exceed
$350,000,000)."
8.
Amendment to Subsection 8.7.
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