Fourth Supplemental Indenture, dated as of May 8, 2025, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the guarantors party thereto and Regions Bank, as trustee, relating to the 6.875% Senior Unsecured Notes due 2028
Exhibit 4.2
FOURTH SUPPLEMENTAL INDENTURE
This FOURTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of May 8, 2025 (the Effective Date), by and among CHS/Community Health Systems, Inc., a Delaware corporation (the Issuer), the parties that are signatories hereto as Guarantors (the Guarantors) and Regions Bank, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, each of the Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered an indenture dated as of November 19, 2019 (as amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance on such date of an aggregate principal amount of $1,700,394,000 of 6.875% Senior Unsecured Notes due 2028 (the Notes) of the Issuer;
WHEREAS, the Issuer has offered to purchase for cash, subject to the terms and conditions as set forth in the Offer to Purchase and Consent Solicitation Statement, dated April 23, 2025, any and all outstanding Notes from the Holders of the Notes (the Tender Offer) and, in conjunction with the Tender Offer, has solicited consents from the Holders of the Notes to the amendments to the Indenture contained herein (the Consent Solicitation);
WHEREAS, Section 9.2 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) (the Requisite Consent);
WHEREAS, the Issuer has received the Requisite Consent to effect amendments to the Indenture as set forth in Article II hereof, based on reports provided by Global Bondholder Services Corporation, as the depositary and the information agent in the Tender Offer and the Consent Solicitation, and has delivered evidence of the Requisite Consent to the Trustee;
WHEREAS, the Issuer has delivered or caused to be delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each of even date herewith, in compliance with Section 9.6 and Section 13.4 of the Indenture, that all conditions precedent in the Indenture and the Notes have been complied with and, in addition, that the amendments to the Indenture contained herein are authorized or permitted by the Indenture and valid, binding and enforceable against the Issuer and the Guarantors;
WHEREAS, the Issuer and Guarantors have requested the Trustee to join in the execution of this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Issuer, the Guarantors and the Trustee and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.
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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the benefit of the Trustee and the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
CONSENTED AMENDMENTS
SECTION 2.1. Amendments to Certain Covenants of the Indenture. Subject to Section 4.5 hereof, the following sections of the Indenture are hereby amended to read as follows and any and all references to such sections and provisions of the Indenture which are amended, modified, replaced or deleted and any and all obligations thereunder are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect:
a) Section 3.2 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.2. [INTENTIONALLY OMITTED]
b) Section 3.3 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.3. [INTENTIONALLY OMITTED]
c) Section 3.4 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.4. [INTENTIONALLY OMITTED]
d) Section 3.5 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.5. [INTENTIONALLY OMITTED]
e) Section 3.6 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.6. [INTENTIONALLY OMITTED]
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f) Section 3.7 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.7. [INTENTIONALLY OMITTED]
g) Section 3.8 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.8. [INTENTIONALLY OMITTED]
h) Section 3.9 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.9. [INTENTIONALLY OMITTED]
i) Section 3.10 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.10. [INTENTIONALLY OMITTED]
j) Section 3.11 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.11. [INTENTIONALLY OMITTED]
k) Section 3.12 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.12. [INTENTIONALLY OMITTED]
l) Section 3.13 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.13. [INTENTIONALLY OMITTED]
m) Section 3.14 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.14. [INTENTIONALLY OMITTED]
n) Section 3.16 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.16. [INTENTIONALLY OMITTED]
o) Section 3.18 of the Indenture is hereby amended and restated in its entirety as follows:
SECTION 3.18 [INTENTIONALLY OMITTED]
p) Section 4.1(a)(3) of the Indenture is hereby amended and restated in its entirety as follows:
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(3) [INTENTIONALLY OMITTED]; and
q) Section 6.1(a) of the Indenture is hereby amended and restated in its entirety as follows:
(a) Each of the following is an Event of Default:
(1) default in any payment of interest on any Note when due and payable, continued for 30 days;
(2) default in the payment of the principal amount of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Issuer or Holdings to comply with its obligations under Article IV;
(4) failure by the Issuer or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with any other agreement or obligation contained in the Notes or this Indenture;
(5) [INTENTIONALLY OMITTED];
(6) Holdings or the Issuer pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case or proceeding;
(B) consents to the entry of an order for relief against it in an involuntary case or proceeding;
(C) consents to the appointment of a Custodian of it or for substantially all of its property;
(D) makes a general assignment for the benefit of its creditors;
(E) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or
(F) takes any comparable action under any foreign laws relating to insolvency;
(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against Holdings or the Issuer in an involuntary case;
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(B) appoints a Custodian of Holdings or the Issuer for substantially all of its property;
(C) orders the winding up or liquidation of Holdings or the Issuer; or
(D) or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive days;
(8) [INTENTIONALLY OMITTED]; or
(9) any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guarantee, other than in accordance with the terms thereof or upon release of such Note Guarantee in accordance with this Indenture or, without limiting Section 6.1(a)(6) or (7), in connection with the bankruptcy of a Subsidiary Guarantor, so long as the aggregate assets of such Subsidiary Guarantor and any other Subsidiary Guarantor whose Note Guarantee ceased to be in full force and effect as a result of a bankruptcy are less than $150,000,000.
SECTION 2.2. Amendments to Certain Definitions. Subject to Section 4.5 hereof, Section 1.1 of the Indenture is hereby amended by deleting those definitions which appear solely in the text deleted from the Indenture pursuant to the amendments contained in Section 2.1 herein. All cross-references in the Indenture to sections and clauses deleted by this Article II shall also be deleted in their entirety as applicable.
ARTICLE III
AMENDMENTS TO THE NOTES
The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Article II hereof. As of the Effective Date, such provisions referenced in the Notes shall be deemed deleted or amended as applicable.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Notices. All notices and other communications shall be given as provided in the Indenture.
SECTION 4.2. Effectiveness. This Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture as of the Effective Date.
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SECTION 4.3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.4. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 4.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 4.6. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
SECTION 4.7. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any signature to this 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; provided that notwithstanding anything herein to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.
SECTION 4.8. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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 Fourth Supplemental Indenture (2028 Notes)]
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 Corporation | 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 Fourth Supplemental Indenture (2028 Notes)]
Port Charlotte HMA, LLC | Triad - El 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 Fourth Supplemental Indenture (2028 Notes)]
REGIONS BANK, as Trustee | ||
By: | /s/ LeVon Griffin | |
Name: | LeVon Griffin | |
Title: | Vice President |
[Signature Page to Fourth Supplemental Indenture (2028 Notes)]