CHS/Community Health Systems, Inc. 1,000,000,000 5.125% Senior Secured Notes due 2021 REGISTRATION RIGHTS JOINDER
Exhibit 4.7
EXECUTION COPY
CHS/Community Health Systems, Inc.
1,000,000,000 5.125% Senior Secured Notes due 2021
REGISTRATION RIGHTS JOINDER
January 27, 2014
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
CREDIT SUISSE SECURITIES (USA) LLC
As Representatives of the several Initial Purchasers
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated January 27, 2014, among FWCT-2 Escrow Corporation, a Delaware corporation (the “Escrow Issuer”), and the several Initial Purchasers listed on Schedule A thereto (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the “Representatives”), concerning certain registration rights provisions with respect to the $1,000,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2021 issued by the Escrow Issuer. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement.
The Issuer and each of the Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as the “Issuer” and the “Company” (in the case of the Issuer) or as a “Guarantor” (in the case of any Guarantor), in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof.
If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below.
Very truly yours,
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
[Joinder to the Senior Secured Notes Registration Rights Agreement]
7 
Community Health Systems, Inc. Carlsbad Medical Center, LLC
Abilene Hospital, LLC Centre Hospital Corporation
Abilene Merger, LLC CHHS Holdings, LLC
Affinity Health Systems, LLC CHS Kentucky Holdings, LLC
Affinity Hospital, LLC CHS Pennsylvania Holdings, LLC
Anna Hospital Corporation CHS Virginia Holdings, LLC
Berwick Hospital Company, LLC CHS Washington Holdings, LLC
Big Bend Hospital Corporation Clarksville Holdings, LLC
Big Spring Hospital Corporation Clarksville Holdings II, LLC
Birmingham Holdings, LLC Cleveland Hospital Corporation
Birmingham Holdings II, LLC Cleveland Tennessee Hospital Company, LLC
Blue Island Hospital Company, LLC Clinton Hospital Corporation
Blue Island Illinois Holdings, LLC Coatesville Hospital Corporation
Bluefield Holdings, LLC College Station Medical Center, LLC
Bluefield Hospital Company, LLC College Station Merger, LLC
Bluffton Health System LLC Community GP Corp.
Brownsville Hospital Corporation Community Health Investment Company, LLC
Brownwood Medical Center, LLC Community LP Corp.
Bullhead City Hospital Corporation CP Hospital GP, LLC
Bullhead City Hospital Investment Corporation CPLP, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and
Secretary
Acting on behalf of each of the
Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
Crestwood Hospital, LLC Frankfort Health Partner, Inc.
Crestwood Hospital LP, LLC Franklin Hospital Corporation
CSMC, LLC Gadsden Regional Medical Center, LLC
CSRA Holdings, LLC Galesburg Hospital Corporation
Deaconess Holdings, LLC Granbury Hospital Corporation
Deaconess Hospital Holdings, LLC Granite City Hospital Corporation
Deming Hospital Corporation Granite City Illinois Hospital Company, LLC
Desert Hospital Holdings, LLC Greenville Hospital Corporation
Detar Hospital, LLC GRMC Holdings, LLC
DHFW Holdings, LLC Hallmark Healthcare Company, LLC
DHSC, LLC Hobbs Medco, LLC
Dukes Health System, LLC Hospital of Barstow, Inc.
Dyersburg Hospital Corporation Hospital of Fulton, Inc.
Emporia Hospital Corporation Hospital of Louisa, Inc.
Evanston Hospital Corporation Hospital of Morristown, Inc.
Fallbrook Hospital Corporation Jackson Hospital Corporation (KY)
Foley Hospital Corporation Jackson Hospital Corporation (TN)
Forrest City Arkansas Hospital Company, LLC Jourdanton Hospital Corporation
Forrest City Hospital Corporation Kay County Hospital Corporation
Fort Payne Hospital Corporation Kay County Oklahoma Hospital Company, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and
Secretary
Acting on behalf of each of the
Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
Kirksville Hospital Company, LLC MMC of Nevada, LLC
Lakeway Hospital Corporation Moberly Hospital Company, LLC
Lancaster Hospital Corporation MWMC Holdings, LLC
Las Cruces Medical Center, LLC Nanticoke Hospital Company, LLC
Lea Regional Hospital, LLC National Healthcare of Leesville, Inc.
Lexington Hospital Corporation National Healthcare of Mt. Vernon, Inc.
Longview Clinic Operations Company, LLC National Healthcare of Newport, Inc.
Longview Merger, LLC Navarro Regional, LLC
LRH, LLC NC-DSH, LLC
Lutheran Health Network of Indiana, LLC Northampton Hospital Company, LLC
Marion Hospital Corporation Northwest Arkansas Hospitals, LLC
Martin Hospital Corporation Northwest Hospital, LLC
Massillon Community Health System LLC NOV Holdings, LLC
Massillon Health System LLC NRH, LLC
Massillon Holdings, LLC Oak Hill Hospital Corporation
McKenzie Tennessee Hospital Company, LLC Oro Valley Hospital, LLC
McNairy Hospital Corporation Palmer-Wasilla Health System, LLC
MCSA, L.L.C. Payson Hospital Corporation
Medical Center of Brownwood, LLC Peckville Hospital Company, LLC
Merger Legacy Holdings, LLC Pennsylvania Hospital Company, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and
Secretary
Acting on behalf of each of the
Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
Phillips Hospital Corporation River Region Medical Corporation
Phoenixville Hospital Company, LLC Roswell Hospital Corporation
Pottstown Hospital Company, LLC Ruston Hospital Corporation
QHG Georgia Holdings, Inc. Ruston Louisiana Hospital Company, LLC
QHG Georgia Holdings II, LLC SACMC, LLC
QHG of Bluffton Company, LLC Salem Hospital Corporation
QHG of Clinton County, Inc. San Angelo Community Medical Center, LLC
QHG of Enterprise, Inc. San Angelo Medical, LLC
QHG of Forrest County, Inc. San Miguel Hospital Corporation
QHG of Fort Wayne Company, LLC Scranton Holdings, LLC
QHG of Hattiesburg, Inc. Scranton Hospital Company, LLC
QHG of Massillon, Inc. Scranton Quincy Holdings, LLC
QHG of South Carolina, Inc. Scranton Quincy Hospital Company, LLC
QHG of Spartanburg, Inc. Shelbyville Hospital Corporation
QHG of Springdale, Inc. Siloam Springs Arkansas Hospital Company, LLC
QHG of Warsaw Company, LLC Siloam Springs Holdings, LLC
Quorum Health Resources, LLC Southern Texas Medical Center, LLC
Red Bud Hospital Corporation Spokane Valley Washington Hospital Company, LLC
Red Bud Illinois Hospital Company, LLC Spokane Washington Hospital Company, LLC
Regional Hospital of Longview, LLC Tennyson Holdings, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the
Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
Tooele Hospital Corporation Watsonville Hospital Corporation
Tomball Texas Holdings, LLC Waukegan Hospital Corporation
Tomball Texas Hospital Company, LLC Waukegan Illinois Hospital Company, LLC
Triad Healthcare Corporation Weatherford Hospital Corporation
Triad Holdings III, LLC Weatherford Texas Hospital Company, LLC
Triad Holdings IV, LLC Webb Hospital Corporation
Triad Holdings V, LLC Webb Hospital Holdings, LLC
Triad Nevada Holdings, LLC Wesley Health System LLC
Triad of Alabama, LLC West Grove Hospital Company, LLC
Triad of Oregon, LLC WHMC, LLC
Triad-ARMC, LLC Wilkes-Barre Behavioral Hospital Company, LLC
Triad-El Dorado, Inc. Wilkes-Barre Holdings, LLC
Triad-Navarro Regional Hospital Subsidiary, LLC Wilkes-Barre Hospital Company, LLC
Tunkhannock Hospital Company, LLC Williamston Hospital Corporation
VHC Medical, LLC Women & Children’s Hospital, LLC
Vicksburg Healthcare, LLC Woodland Heights Medical Center, LLC
Victoria Hospital, LLC Woodward Health System, LLC
Virginia Hospital Company, LLC York Pennsylvania Holdings, LLC
Warren Ohio Hospital Company, LLC York Pennsylvania Hospital Company, LLC
Warren Ohio Rehab Hospital Company, LLC Youngstown Ohio Hospital Company, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
BROWNWOOD HOSPITAL, L.P.
By: Brownwood Medical Center, LLC
Its: General Partner
COLLEGE STATION HOSPITAL, L.P.
By: College Station Medical Center, LLC
Its: General Partner
LONGVIEW MEDICAL CENTER, L.P.
By: Regional Hospital of Longview, LLC
Its: General Partner
NAVARRO HOSPITAL, L.P.
By: Navarro Regional, LLC
Its: General Partner
QHG GEORGIA, LP
By: QHG Georgia Holdings II, LLC
Its: General Partner
VICTORIA OF TEXAS, L.P.
By: Detar Hospital, LLC
Its: General Partner
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the General Partners of the Guarantors set forth on this page.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
Amory HMA, LLC HMA Fentress County General Hospital, LLC
Bartow HMA, LLC HMA Santa Rosa Medical Center, LLC
Biloxi H.M.A., LLC Hospital Management Associates, LLC
Brandon HMA, LLC Jackson HMA, LLC
Brevard HMA Holdings, LLC Jefferson County HMA, LLC
Brevard HMA Hospitals, LLC Kennett HMA, LLC
Campbell County HMA, LLC Key West HMA, LLC
Carlisle HMA, LLC Knoxville HMA Holdings, LLC
Carolinas JV Holdings General, LLC Lehigh HMA, LLC
Central Florida HMA Holdings, LLC Madison HMA, LLC
Central States HMA Holdings, LLC Melbourne HMA, LLC
Chester HMA, LLC Mesquite HMA General, LLC
Citrus HMA, LLC Metro Knoxville HMA, LLC
Clarksdale HMA, LLC Mississippi HMA Holdings I, LLC
Cocke County HMA, LLC Mississippi HMA Holdings II, LLC
Florida HMA Holdings, LLC Monroe HMA, LLC
Fort Smith HMA, LLC Naples HMA, LLC
Hamlet H.M.A., LLC Poplar Bluff Regional Medical Center, LLC
Health Management Associates, Inc. Port Charlotte HMA, LLC
Health Management General Partner, LLC Punta Gorda HMA, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the
Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
River Oaks Hospital, LLC
Rockledge HMA, LLC
ROH, LLC
Sebastian Hospital, LLC
Sebring Hospital Management Associates, LLC
Southeast HMA Holdings, LLC
Southwest Florida HMA Holdings, LLC
Statesville HMA, LLC
Van Buren H.M.A., LLC
Venice HMA, LLC
Winder HMA, LLC
Yakima HMA, LLC
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the Guarantors set for above.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
CAROLINAS JV HOLDINGS, L.P.
By: Carolinas JV Holdings General, LLC
Its: General Partner
HEALTH MANAGEMENT ASSOCIATES, LP
By: Health Management General Partner, LLC
Its: General Partner
HMA HOSPITALS HOLDINGS, LP
By: Health Management General Partner, LLC
Its: General Partner
LONE STAR HMA, L.P.
By: Mesquite HMA General, LLC
Its: General Partner
By:
Name: Rachel A. Seifert
Title: Executive Vice President and Secretary
Acting on behalf of each of the General
Partners of the Guarantors set forth on this page.
[Signature Page to the Joinder to the Senior Secured Notes Registration Rights Agreement]
The foregoing Agreement
is hereby confirmed and accepted as of the date first above written.
Merril Lynch, Pierce, Fenner & Smith Incorporated,
By:
Name: Sarang Gadkari
Title: Managing Director
Acting on behalf of itself and as a Representative of the several Purchasers
Credit Suisse Securities (USA) LLC,
By:
Name:
Title:
Acting on behalf of itself and as a Representative of the several Purchasers
[Signature Page to the Registration Rights Agreement Joinder]
The foregoing Agreement
is hereby confirmed and accepted as of the date first above written.
Merril Lynch, Pierce, Fenner & Smith Incorporated,
By:
Name:
Title:
Acting on behalf of itself and as a Representative of the several Purchasers
Credit Suisse Securities (USA) LLC,
By:
Name: Steven Schwartz
Title: Managing Director
Acting on behalf of itself and as a Representative of the several Purchasers
[Signature Page to the Registration Rights Agreement Joinder]
