SECOND SUPPLEMENTAL INDENTURE dated as of May 12, 2017 among CHS/COMMUNITY HEALTHSYSTEMS, INC., the GUARANTORS party hereto, REGIONS BANK, as Trustee,Registrar and Paying Agent and CREDIT SUISSE AG, asCollateral agent to the INDENTURE dated as ofMarch 16, 2017 between CHS/COMMUNITY HEALTH SYSTEMS, INC. and REGIONS BANK, as Trustee, Registrar and Paying Agent Additional $900,000,000 6.250% Senior Secured Notes due 2023
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
dated as of May 12, 2017
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
the GUARANTORS party hereto,
REGIONS BANK,
as Trustee, Registrar and Paying Agent
and
CREDIT SUISSE AG,
as Collateral agent
to the
INDENTURE
dated as of March 16, 2017
between
CHS/COMMUNITY HEALTH SYSTEMS, INC.
and
REGIONS BANK,
as Trustee, Registrar and Paying Agent
Additional $900,000,000 6.250% Senior Secured Notes due 2023
This SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of May 12, 2017, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Issuer), the GUARANTORS party hereto (the Guarantors), REGIONS BANK, an Alabama banking corporation (the Trustee), and CREDIT SUISSE AG, as collateral agent (the Collateral Agent).
RECITALS
WHEREAS, the Issuer and the Trustee have heretofore executed and delivered an Indenture, dated as of March 16, 2017 (the Base Indenture) and a First Supplemental Indenture, dated as of March 16, 2017 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), providing for the issuance on such date by the Issuer of $2,200,000,000 aggregate principal amount of the Issuers 6.250% Senior Secured Notes due 2023 (the Initial Notes);
WHEREAS, Section 2.1(a) of the First Supplemental Indenture provides, among other things, that the Issuer may issue, from time to time, in accordance with the provisions of the First Supplemental Indenture, Additional Notes having identical terms and conditions as the Initial Notes, other than, if applicable, the date from which interest will accrue;
WHEREAS, the Issuer has entered into that certain Underwriting Agreement, dated as of May 9, 2017, among the Issuer, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the underwriters, pursuant to which, among other things, on the date hereof, the Issuer is issuing $900,000,000 of 6.250% Senior Secured Notes due 2023 as Additional Notes (the May 2017 Additional Notes) as permitted by Section 2.1 of the First Supplemental Indenture;
WHEREAS, the Issuer intends by this Second Supplemental Indenture to create and provide for the issuance of the May 2017 Additional Notes as Additional Notes under the Indenture;
WHEREAS, pursuant to Section 9.1(7) of the First Supplemental Indenture, the Issuer, the Guarantors, the Trustee, and the Collateral Agent are authorized to execute and deliver this Second Supplemental Indenture to provide for the issuance of the Additional Notes under the Indenture without notice to or consent of any Holder; and
WHEREAS, all things necessary to make the May 2017 Additional 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 Second 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 Second 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE 2
MAY 2017 ADDITIONAL NOTES
Section 2.01 Creation of the May 2017 Additional Notes. In accordance with Section 2.1(a) of the First Supplemental Indenture, the Issuer hereby creates the May 2017 Additional Notes as Additional Notes under the Indenture. The May 2017 Additional Notes shall be issued initially in an aggregate principal amount of $900,000,000 on the date hereof and will be issued at an issue price of 101.75% of the principal amount thereof plus accrued and unpaid interest from March 16, 2017. Interest on the May 2017 Additional Notes shall accrue from March 16, 2017.
Section 2.02 The Notes. The May 2017 Additional Notes initially will be issued in the form of Global Notes as follows:
(a) certificate number 006 (CUSIP No. 12543D AY6 / ISIN US12543DA Y67) in the aggregate principal amount of $500,000,000;
(b) certificate number 007 (CUSIP No. 12543D AY6 / ISIN US12543DA Y67) in the aggregate principal amount of $400,000,000.
ARTICLE 3
MISCELLANEOUS
Section 3.01 Ratification of the Base Indenture and the First Supplemental Indenture.
This Second Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Indenture, and as supplemented and modified hereby, the Base Indenture and the First Supplemental Indenture are in all respects ratified and confirmed, and the Base Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall be read, taken and constructed as one and the same instrument.
Section 3.02 Trust Indenture Act Controls.
If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Second Supplemental Indenture by the Trust Indenture Act, the provision required by the Trust Indenture Act shall control. Each Guarantor in addition to performing its obligations under its Note Guarantee shall perform such other obligations as may be imposed upon it with respect to this Second Supplemental Indenture under the Trust Indenture Act.
Section 3.03 Notices.
All notices and other communications shall be given as provided in the First Supplemental Indenture.
Section 3.04 Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE AND THE MAY 2017 ADDITIONAL 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 Second Supplemental Indenture and the May 2017 Additional Notes shall bind their respective successors. All agreements of the Trustee and the Collateral Agent in this Second Supplemental Indenture shall bind their respective successors.
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Section 3.06 Multiple Originals.
The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 3.07 Headings.
The headings of the Articles and Sections of this Second 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 Not Responsible for Recitals.
Neither the Trustee nor the Collateral Agent make any representation or warranty as to the validity or sufficiency of this Second 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 Second Supplemental Indenture to be duly executed as of the date first written above.
ISSUER:
CHS/COMMUNITY HEALTH SYSTEMS, INC. | ||
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
[Signature Page to Second Supplemental Indenture]
COMMUNITY HEALTH SYSTEMS, INC. | CAROLINAS JV HOLDINGS GENERAL, LLC | |
ABILENE HOSPITAL, LLC | CAROLINAS JV HOLDINGS, L.P. | |
ABILENE MERGER, LLC | CENTRAL FLORIDA HMA HOLDINGS, LLC | |
AFFINITY HEALTH SYSTEMS, LLC | CENTRAL STATES HMA HOLDINGS, LLC | |
AFFINITY HOSPITAL, LLC | CHESTER HMA, LLC | |
AMORY HMA, LLC | CHESTNUT HILL HEALTH SYSTEM, LLC | |
CHHS HOLDINGS, LLC | ||
BERWICK HOSPITAL COMPANY, LLC | CHHS HOSPITAL COMPANY, LLC | |
BILOXI H.M.A., LLC | CHS PENNSYLVANIA HOLDINGS, LLC | |
BIRMINGHAM HOLDINGS II, LLC | CHS TENNESSEE HOLDINGS, LLC | |
BIRMINGHAM HOLDINGS, LLC | CHS VIRGINIA HOLDINGS, LLC | |
BLUEFIELD HOLDINGS, LLC | CHS WASHINGTON HOLDINGS, LLC | |
BLUEFIELD HOSPITAL COMPANY, LLC | CITRUS HMA, LLC | |
BLUFFTON HEALTH SYSTEM LLC | CLARKSDALE HMA, LLC | |
BRANDON HMA, LLC | CLARKSVILLE HOLDINGS II, LLC | |
BREVARD HMA HOLDINGS, LLC | CLARKSVILLE HOLDINGS, LLC | |
BREVARD HMA HOSPITALS, LLC | CLEVELAND HOSPITAL COMPANY, LLC | |
BROWNWOOD HOSPITAL, L.P. | CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC | |
BROWNWOOD MEDICAL CENTER, LLC | CLINTON HMA, LLC | |
BULLHEAD CITY HOSPITAL CORPORATION | COATESVILLE HOSPITAL CORPORATION | |
BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION | COCKE COUNTY HMA, LLC | |
CAMPBELL COUNTY HMA, LLC | COLLEGE STATION HOSPITAL, L.P. | |
CARLISLE HMA, LLC | COLLEGE STATION MEDICAL CENTER, LLC | |
CARLSBAD MEDICAL CENTER, LLC | COLLEGE STATION MERGER, LLC | |
CAROLINAS HOLDINGS, LLC | COMMUNITY HEALTH INVESTMENT COMPANY, LLC |
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Second Supplemental Indenture]
CP HOSPITAL GP, LLC | HEALTH MANAGEMENT ASSOCIATES, LP | |
CPLP, LLC | HEALTH MANAGEMENT GENERAL PARTNER I, LLC | |
CRESTWOOD HEALTHCARE, L.P. | HEALTH MANAGEMENT GENERAL PARTNER, LLC | |
CRESTWOOD HOSPITAL LP, LLC | HMA FENTRESS COUNTY GENERAL HOSPITAL, LLC | |
CRESTWOOD HOSPITAL, LLC | HMA HOSPITALS HOLDINGS, LP | |
CSMC, LLC | HMA SANTA ROSA MEDICAL CENTER, LLC | |
DEACONESS HOLDINGS, LLC | HMA SERVICES GP, LLC | |
DEACONESS HOSPITAL HOLDINGS, LLC | HMA-TRI HOLDINGS, LLC | |
DESERT HOSPITAL HOLDINGS, LLC | HOBBS MEDCO, LLC | |
DETAR HOSPITAL, LLC | HOSPITAL MANAGEMENT ASSOCIATES, LLC | |
DHFW HOLDINGS, LLC | HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP | |
DUKES HEALTH SYSTEM, LLC | HOSPITAL OF MORRISTOWN, LLC | |
DYERSBURG HOSPITAL COMPANY, LLC | JACKSON HMA, LLC | |
EMPORIA HOSPITAL CORPORATION | JACKSON HOSPITAL CORPORATION | |
FLORIDA HMA HOLDINGS, LLC | JEFFERSON COUNTY HMA, LLC | |
FOLEY HOSPITAL CORPORATION | JOURDANTON HOSPITAL CORPORATION | |
FORT SMITH HMA, LLC | KAY COUNTY HOSPITAL CORPORATION | |
FRANKFORT HEALTH PARTNER, INC. | KAY COUNTY OKLAHOMA HOSPITAL COMPANY, LLC | |
FRANKLIN HOSPITAL CORPORATION | KENNETT HMA, LLC | |
GADSDEN REGIONAL MEDICAL CENTER, LLC | KEY WEST HMA, LLC | |
GAFFNEY H.M.A., LLC | KIRKSVILLE HOSPITAL COMPANY, LLC | |
GRANBURY HOSPITAL CORPORATION | KNOXVILLE HMA HOLDINGS, LLC | |
GRMC HOLDINGS, LLC | LAKEWAY HOSPITAL COMPANY, LLC | |
HALLMARK HEALTHCARE COMPANY, LLC | LANCASTER HOSPITAL CORPORATION | |
HEALTH MANAGEMENT ASSOCIATES, LLC | LAREDO TEXAS HOSPITAL COMPANY, L.P. |
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Second Supplemental Indenture]
LAS CRUCES MEDICAL CENTER, LLC | NAVARRO REGIONAL, LLC | |
LEA REGIONAL HOSPITAL, LLC | NC-DSH, LLC | |
LEBANON HMA, LLC | NORTHAMPTON HOSPITAL COMPANY, LLC | |
LONGVIEW CLINIC OPERATIONS COMPANY, LLC | NORTHWEST ARKANSAS HOSPITALS, LLC | |
LONGVIEW MEDICAL CENTER, L.P. | NORTHWEST HOSPITAL, LLC | |
LONGVIEW MERGER, LLC | NOV HOLDINGS, LLC | |
LRH, LLC | NRH, LLC | |
LUTHERAN HEALTH NETWORK OF INDIANA, LLC | OAK HILL HOSPITAL CORPORATION | |
MADISON HMA, LLC | ORO VALLEY HOSPITAL, LLC | |
MARSHALL COUNTY HMA, LLC | PALMER-WASILLA HEALTH SYSTEM, LLC | |
MARTIN HOSPITAL COMPANY, LLC | PASCO REGIONAL MEDICAL CENTER, LLC | |
MARY BLACK HEALTH SYSTEM LLC | PENNSYLVANIA HOSPITAL COMPANY, LLC | |
PHOENIXVILLE HOSPITAL COMPANY, LLC | ||
MCSA, L.L.C. | POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC | |
MEDICAL CENTER OF BROWNWOOD, LLC | PORT CHARLOTTE HMA, LLC | |
POTTSTOWN HOSPITAL COMPANY, LLC | ||
MERGER LEGACY HOLDINGS, LLC | PUNTA GORDA HMA, LLC | |
METRO KNOXVILLE HMA, LLC | QHG GEORGIA HOLDINGS II, LLC | |
MISSISSIPPI HMA HOLDINGS I, LLC | QHG GEORGIA HOLDINGS, INC. | |
MISSISSIPPI HMA HOLDINGS II, LLC | QHG GEORGIA, LP | |
MOBERLY HOSPITAL COMPANY, LLC | QHG OF BLUFFTON COMPANY, LLC | |
NAPLES HMA, LLC | QHG OF CLINTON COUNTY, INC. | |
NATCHEZ HOSPITAL COMPANY, LLC | QHG OF ENTERPRISE, INC. | |
NATIONAL HEALTHCARE OF LEESVILLE, INC. | QHG OF FORREST COUNTY, INC. | |
NAVARRO HOSPITAL, L.P. | QHG OF FORT WAYNE COMPANY, LLC |
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Second Supplemental Indenture]
QHG OF HATTIESBURG, INC. | SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC | |
QHG OF SOUTH CAROLINA, INC. | SILOAM SPRINGS HOLDINGS, LLC | |
QHG OF SPARTANBURG, INC. | SOUTHEAST HMA HOLDINGS, LLC | |
QHG OF SPRINGDALE, INC. | SOUTHERN TEXAS MEDICAL CENTER, LLC | |
REGIONAL HOSPITAL OF LONGVIEW, LLC | SOUTHWEST FLORIDA HMA HOLDINGS, LLC | |
RIVER OAKS HOSPITAL, LLC | SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY, LLC | |
RIVER REGION MEDICAL CORPORATION | SPOKANE WASHINGTON HOSPITAL COMPANY, LLC | |
ROCKLEDGE HMA, LLC | STATESVILLE HMA, LLC | |
ROH, LLC | TENNESSEE HMA HOLDINGS, LP | |
ROSWELL HOSPITAL CORPORATION | TENNYSON HOLDINGS, LLC | |
RUSTON HOSPITAL CORPORATION | TOMBALL TEXAS HOLDINGS, LLC | |
RUSTON LOUISIANA HOSPITAL COMPANY, LLC | TOMBALL TEXAS HOSPITAL COMPANY, LLC | |
SACMC, LLC | TRIAD HEALTHCARE, LLC | |
SALEM HOSPITAL CORPORATION | TRIAD HOLDINGS III, LLC | |
SAN ANGELO COMMUNITY MEDICAL CENTER, LLC | TRIAD HOLDINGS IV, LLC | |
SAN ANGELO MEDICAL, LLC | TRIAD HOLDINGS V, LLC | |
SCRANTON HOLDINGS, LLC | TRIAD NEVADA HOLDINGS, LLC | |
SCRANTON HOSPITAL COMPANY, LLC | TRIAD OF ALABAMA, LLC | |
SCRANTON QUINCY HOLDINGS, LLC | TRIAD-ARMC, LLC | |
SCRANTON QUINCY HOSPITAL COMPANY, LLC | TRIAD-EL DORADO, INC. | |
TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC | ||
SEBRING HOSPITAL MANAGEMENT ASSOCIATES, LLC | TULLAHOMA HMA, LLC | |
SEMINOLE HMA, LLC | TUNKHANNOCK HOSPITAL COMPANY, LLC | |
SHARON PENNSYLVANIA HOLDINGS, LLC | VAN BUREN H.M.A., LLC | |
SHARON PENNSYLVANIA HOSPITAL COMPANY, LLC | VENICE HMA, LLC | |
SHELBYVILLE HOSPITAL COMPANY, LLC | VHC MEDICAL, LLC |
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Second Supplemental Indenture]
VICKSBURG HEALTHCARE, LLC | WEST GROVE HOSPITAL COMPANY, LLC | |
VICTORIA HOSPITAL, LLC | WHMC, LLC | |
VICTORIA OF TEXAS, L.P. | WILKES-BARRE BEHAVIORAL HOSPITAL COMPANY, LLC | |
VIRGINIA HOSPITAL COMPANY, LLC | WILKES-BARRE HOLDINGS, LLC | |
WARREN OHIO HOSPITAL COMPANY, LLC | WILKES-BARRE HOSPITAL COMPANY, LLC | |
WOMEN & CHILDRENS HOSPITAL, LLC | ||
WEATHERFORD HOSPITAL CORPORATION | WOODLAND HEIGHTS MEDICAL CENTER, LLC | |
WEATHERFORD TEXAS HOSPITAL COMPANY, LLC | WOODWARD HEALTH SYSTEM, LLC | |
WEBB HOSPITAL CORPORATION | YAKIMA HMA, LLC | |
WEBB HOSPITAL HOLDINGS, LLC | YORK PENNSYLVANIA HOLDINGS, LLC | |
WESLEY HEALTH SYSTEM LLC | YORK PENNSYLVANIA HOSPITAL COMPANY, LLC |
By: | /s/ Edward W. Lomicka | |
Name: Edward W. Lomicka | ||
Title: Vice President and Treasurer |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Second Supplemental Indenture]
TRUSTEE, REGISTRAR AND PAYING AGENT:
REGIONS BANK | ||
By: | /s/ Wallace Duke | |
Name: Wallace Duke | ||
Title: Vice President & Trust Officer |
COLLATERAL AGENT:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH |
By: | /s/ Robert Hetu |
Name: | Robert Hetu |
Title: | Authorized Signatory |
By: | /s/ Warren Van Heyst |
Name: | Warren Van Heyst |
Title: | Authorized Signatory |
[Signature Page to Second Supplemental Indenture]