First Supplemental Indenture relating to CHS/Community Health Systems, Inc.s 10.875% Senior Secured Notes due 2032, dated as of June 5, 2024, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the guarantors party thereto, Regions Bank, as trustee, and U.S. Bank Trust Company, National Association, as collateral agent
Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
dated as of June 5, 2024
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
the GUARANTORS party hereto,
REGIONS BANK,
as Trustee
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Agent
to the
INDENTURE
dated as of December 22, 2023
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
the GUARANTORS party hereto,
REGIONS BANK,
as Trustee
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as successor to Credit Suisse AG,
as Collateral Agent
Additional $1,225,000,000 10.875% Senior Secured Notes due 2032
This FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of June 5, 2024, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Issuer), the GUARANTORS party hereto (the Guarantors), REGIONS BANK, an Alabama banking corporation, as trustee (the Trustee), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (the Collateral Agent).
RECITALS
WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent (as successor to Credit Suisse AG) have heretofore executed and delivered an Indenture, dated as of December 22, 2023 (as amended, supplemented or modified prior to the date hereof, the Indenture), providing for the issuance on such date by the Issuer of $1,000,000,000 aggregate principal amount of the Issuers 10.875 % Senior Secured Notes due 2032 (the Initial Notes);
WHEREAS, Section 2.1(a) of the Indenture provides, among other things, that the Issuer may issue, from time to time, in accordance with the provisions of the Indenture, Additional Notes;
WHEREAS, the Issuer has entered into that certain Purchase Agreement, dated as of May 21, 2024, among the Issuer, the Guarantors and UBS Securities LLC, as representative of the initial purchasers identified therein, pursuant to which, among other things, on the date hereof, the Issuer is issuing $1,225,000,000 of 10.875% Senior Secured Notes due 2032 as Additional Notes (the Additional 2032 Notes) as permitted by Section 2.1 of the Indenture;
WHEREAS, the Additional 2032 Notes will have identical terms and conditions as the Initial Notes, other than issue date and issue price;
WHEREAS, the Issuer intends by this First Supplemental Indenture to create and provide for the issuance of the Additional 2032 Notes as Additional Notes under the Indenture;
WHEREAS, pursuant to Section 9.1(7) of the Indenture, the Issuer, the Guarantors, the Trustee, and the Collateral Agent are authorized to execute and deliver this First Supplemental Indenture to provide for the issuance of the Additional 2032 Notes under the Indenture without notice to or consent of any Holder; and
WHEREAS, all things necessary to make the Additional 2032 Notes, when executed by the Issuer and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Indenture and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Issuer according to their terms, and all actions required to be taken by the Issuer under the Indenture to make this First Supplemental Indenture a valid, binding and legal agreement of the Issuer, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
(a) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
(b) For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words herein, hereof and hereby and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE 2
ADDITIONAL 2032 NOTES
Section 2.01 Creation of the Additional 2032 Notes. In accordance with Section 2.1(a) of the Indenture, the Issuer hereby creates the Additional 2032 Notes as Additional Notes under the Indenture. The Additional 2032 Notes shall be issued initially in an aggregate principal amount of $1,225,000,000 on the date hereof and will be issued at an issue price of 102.000% of the principal amount thereof plus accrued and unpaid interest from December 22, 2023. Interest on the Additional 2032 Notes shall accrue from December 22, 2023. The Additional 2032 Notes shall be issued as Restricted Notes.
Section 2.02 The Notes. The Additional 2032 Notes initially will be issued in the form of Global Notes as follows:
(a) certificate No. 144A-003 (CUSIP No. 12543D BN9 / ISIN No. US12543DBN93) in the aggregate principal amount of $500,000,000;
(b) certificate No. 144A-004 (CUSIP No. 12543D BN9 / ISIN No. US12543DBN93) in the aggregate principal amount of $500,000,000;
(c) certificate No. 144A-005 (CUSIP No. 12543D BN9 / ISIN No. US12543DBN93) in the aggregate principal amount of $224,000,000; and
(d) certificate No. S-002 (Temporary CUSIP No. U17127AY4 / Temporary ISIN No. USU17127AY47; Permanent CUSIP No. U17127 AX6 / Permanent ISIN No. USU17127AX63) in the aggregate principal amount of $1,000,000.
ARTICLE 3
MISCELLANEOUS
Section 3.01 Ratification of the Indenture.
This First Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this First Supplemental Indenture shall be read, taken and constructed as one and the same instrument.
Section 3.02 Real Property Mortgage.
The Issuer shall deliver to the Collateral Agent, within 270 days after the date hereof (or such longer period as the Collateral Agent may agree in its sole discretion): (a) counterparts of amended or amended and restated mortgages securing the Obligations with respect to the Additional 2032 Notes and the Guarantees thereof, duly executed and delivered by the Grantor that is the record owner of each applicable Mortgaged Property that is subject to a mortgage securing the Initial Notes and the Collateral Agent and otherwise suitable for recording and in form and substance sufficient to grant to the Collateral Agent for the benefit of the Senior-Priority Non-ABL Secured Parties a valid mortgage lien on such real property; (b) title searches confirming that there are no Liens of record in violation of the applicable mortgage; (c) modification and date down endorsements to the existing title insurance policies; provided, however, with respect to the Mortgaged Properties located in Texas, a title search and T-38 endorsement, to the extent available, and, with respect to Mortgaged Properties in New Mexico, a title search and a modification endorsement; and (d) local counsel opinions, and any other documents reasonably requested by the Collateral Agent in respect of the amended or amended and restated mortgages.
2
Section 3.03 Notices.
All notices and other communications shall be given as provided in Indenture.
Section 3.04 Governing Law.
THIS FIRST SUPPLEMENTAL INDENTURE AND THE ADDITIONAL 2032 NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.05 Successors.
All agreements of the Issuer and each Guarantor in this First Supplemental Indenture and the Additional 2032 Notes shall bind their respective successors. All agreements of the Trustee and the Collateral Agent in this First Supplemental Indenture shall bind their respective successors.
Section 3.06 Multiple Originals.
The parties hereto may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any signature to this First Supplemental Indenture may be delivered by facsimile, electronic mail (including .pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment hereto. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this First Supplemental Indenture through electronic means and there are no restrictions for doing so in that partys constitutive documents.
Section 3.07 Headings.
The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
Section 3.08 Trustee/Collateral Agent Not Responsible for Recitals.
Neither the Trustee nor the Collateral Agent make any representation or warranty as to the validity or sufficiency of this First Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.
CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||
By: | /s/ R. Gabriel Ottinger | |
Name: R. Gabriel Ottinger | ||
Title: Senior Vice President and Treasurer | ||
COMMUNITY HEALTH SYSTEMS, INC. | ||
By: | /s/ R. Gabriel Ottinger | |
Name: R. Gabriel Ottinger | ||
Title: Senior Vice President and Treasurer |
[Signature Page to First Supplemental Indenture]
Affinity Health Systems, LLC | Health Management General Partner, LLC | |
Affinity Hospital, LLC | Hernando HMA, LLC | |
Birmingham Holdings II, LLC | HMA Hospitals Holdings, LP | |
Birmingham Holdings, LLC | HMA Santa Rosa Medical Center, LLC | |
Bluffton Health System LLC | HMA Services GP, LLC | |
Brandon HMA, LLC | HMA-TRI Holdings, LLC | |
Bullhead City Hospital Corporation | Hospital Management Associates, LLC | |
Bullhead City Hospital Investment Corporation | Hospital Management Services of Florida, LP | |
Campbell County HMA, LLC | Jackson HMA, LLC | |
Carlsbad Medical Center, LLC | Jefferson County HMA, LLC | |
Carolinas Holdings, LLC | Kay County Hospital Corporation | |
Carolinas JV Holdings General, LLC | Kay County Oklahoma Hospital Company, LLC | |
Carolinas JV Holdings II, LLC | Key West HMA, LLC | |
Carolinas JV Holdings, L.P. | Kirksville Hospital Company, LLC | |
Central Florida HMA Holdings, LLC | Knox Hospital Company, LLC | |
Central States HMA Holdings, LLC | Knoxville HMA Holdings, LLC | |
CHS Receivables Funding, LLC | La Porte Health System, LLC | |
CHSPSC, LLC | La Porte Hospital Company, LLC | |
Citrus HMA, LLC | Laredo Texas Hospital Company, L.P. | |
Clarksville Holdings, LLC | Las Cruces Medical Center, LLC | |
Cleveland Hospital Company, LLC | Longview Clinic Operations Company, LLC | |
Cleveland Tennessee Hospital Company, LLC | Longview Medical Center, L.P. | |
Clinton HMA, LLC | Longview Merger, LLC | |
Cocke County HMA, LLC | LRH, LLC | |
Community Health Investment Company, LLC | Lutheran Health Network of Indiana, LLC | |
CP Hospital GP, LLC | Marshall County HMA, LLC | |
CPLP, LLC | MCSA, L.L.C. | |
Crestview Hospital Company, LLC | Metro Knoxville HMA, LLC | |
Crestwood Healthcare, L.P. | Mississippi HMA Holdings I, LLC | |
Crestwood Hospital LP, LLC | Mississippi HMA Holdings II, LLC | |
Crestwood Hospital, LLC | Moberly Hospital Company, LLC | |
Desert Hospital Holdings, LLC | Naples HMA, LLC | |
Detar Hospital, LLC | Natchez Hospital Company, LLC | |
DHFW Holdings, LLC | Navarro Hospital, L.P. | |
Dukes Health System, LLC | Navarro Regional, LLC | |
Florida HMA Holdings, LLC | NC-DSH, LLC | |
Foley Hospital Company, LLC | North Okaloosa Medical Company, LLC | |
Frankfort Health Partner, Inc. | Northwest Arkansas Hospitals, LLC | |
Gadsden Regional Medical Center, LLC | Northwest Hospital, LLC | |
Granbury Hospital Corporation | Northwest Sahuarita Hospital, LLC | |
Greenbrier VMC, LLC | NOV Holdings, LLC | |
GRMC Holdings, LLC | NRH, LLC | |
Hallmark Healthcare Company, LLC | Oak Hill Hospital Corporation | |
Health Management Associates, LLC | Oro Valley Hospital, LLC | |
Health Management Associates, LP | Palmer-Wasilla Health System, LLC | |
Health Management General Partner I, LLC | Poplar Bluff Regional Medical Center, LLC |
By: | /s/ R. Gabriel Ottinger | |
Name: R. Gabriel Ottinger | ||
Title: Senior Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
Port Charlotte HMA, LLC | TriadEl Dorado, Inc. | |
Punta Gorda HMA, LLC | Triad Healthcare, LLC | |
QHG Georgia Holdings, Inc. | Triad Holdings III, LLC | |
QHG of Bluffton Company, LLC | Triad Holdings IV, LLC | |
QHG of Clinton County, Inc. | Triad Holdings V, LLC | |
QHG of Enterprise, Inc. | Triad Nevada Holdings, LLC | |
QHG of Forrest County, Inc. | Triad of Alabama, LLC | |
QHG of Fort Wayne Company, LLC | Triad-Navarro Regional Hospital Subsidiary, LLC | |
QHG of Hattiesburg, Inc. | Venice HMA, LLC | |
QHG of Springdale, Inc. | VHC Medical, LLC | |
Regional Hospital of Longview, LLC | Vicksburg Healthcare, LLC | |
River Oaks Hospital, LLC | Victoria Hospital, LLC | |
River Region Medical Corporation | Victoria of Texas, L.P. | |
ROH, LLC | Warsaw Health System LLC | |
Roswell Hospital Corporation | Webb Hospital Corporation | |
Scranton Holdings, LLC | Webb Hospital Holdings, LLC | |
Scranton Hospital Company, LLC | Wesley Health System LLC | |
Siloam Springs Arkansas Hospital Company, LLC | WHMC, LLC | |
Siloam Springs Holdings, LLC | Wilkes-Barre Behavioral Hospital Company, LLC | |
Southeast HMA Holdings, LLC | Wilkes-Barre Holdings, LLC | |
Southwest Florida HMA Holdings, LLC | Wilkes-Barre Hospital Company, LLC | |
Statesville HMA, LLC | Woodland Heights Medical Center, LLC | |
Tennessee HMA Holdings, LP | Woodward Health System, LLC | |
Tennyson Holdings, LLC |
By: | /s/ R. Gabriel Ottinger | |
Name: R. Gabriel Ottinger | ||
Title: Senior Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
TRUSTEE: | ||
REGIONS BANK, as trustee | ||
By: | /s/ Vanessa Williams | |
Name: Vanessa Williams | ||
Title: Vice President |
[Signature Page to First Supplemental Indenture]
COLLATERAL AGENT: | ||||
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||||
By: | /s/ Shannon Matthews | |||
Name: Shannon Matthews | ||||
Title: Assistant Vice President |
[Signature Page to First Supplemental Indenture]