INDENTURE dated as of November 19, 2019, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation, the Guarantors party hereto from time to time, and REGIONS BANK, an Alabama banking corporation, as trustee.
W I T N E S S E T H:
WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) $1,700,394,000 aggregate principal amount of its 6.875% Senior Unsecured Notes due 2028 (the Initial Notes), each as issued on the date hereof and (ii) any additional Notes that may be issued after the Issue Date in compliance with this Indenture (the Additional Notes and together with the Initial Notes, the Notes);
WHEREAS, the obligations of the Issuer with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture on the part of the Issuer to be performed or observed will be unconditionally and irrevocably guaranteed by the Guarantors; and
WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer and (ii) to make this Indenture a valid agreement of the Issuer have been done.
NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1. Definitions.
2018 Exchange Offers means the exchange offers, commenced on May 4, 2018 and consummated on June 22, 2018, made by the Issuer to holders of its outstanding 8.000% Senior Notes due 2019 (the 2019 Notes), 7.125% Senior Notes due 2020 (the 2020 Notes) and 2022 Notes (the 2022 Notes, together with the 2019 Notes and the 2020 Notes, the Subject Notes) to exchange such Subject Notes for (A) in the case of the 2019 Notes, the Issuers Junior-Priority Secured Notes due 2023 and (B) in the case of the 2020 Notes and the 2022 Notes, the Issuers 8.125% Junior-Priority Secured Notes due 2024.
2019 Notes has the meaning set forth in the definition of 2018 Exchange Offers.
2020 Notes has the meaning set forth in the definition of 2018 Exchange Offers.
2022 Notes means the Issuers 6.875% Senior Notes due 2022.
2024 Senior-Priority Notes has the meaning set forth in the definition of Existing Senior-Priority Secured Notes.
ABL Facility Agreement means (i) the ABL Credit Agreement dated as of April 3, 2018, among the Issuer, Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents), (ii) any amendments, extensions, renewals, restatements, refundings, replacements, refinancings, supplements, modifications or other changes (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time of the foregoing and (iii) any one or more additional agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder) in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under (or otherwise incurred in compliance with) such ABL Facility Agreement (whether documented in the agreement for such ABL Facility Agreement or in a separate written instrument) or one or more successors to the ABL Facility Agreement.