First Supplemental Indenture relating to CHS/Community Health Systems, Inc.s 8.000% Senior Secured Notes due 2026, dated as of November 19, 2019, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the guarantors party thereto, Regions Bank, as trustee, and Credit Suisse AG, as collateral agent
Exhibit 4.4
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
dated as of November 19, 2019
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
the GUARANTORS party hereto,
REGIONS BANK,
as Trustee
and
CREDIT SUISSE AG,
as Collateral agent
to the
INDENTURE
dated as of March 6, 2019
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
the GUARANTORS party hereto,
REGIONS BANK,
as Trustee
and
CREDIT SUISSE AG,
as Collateral agent
Additional $500,000,000 8.000% Senior Secured Notes due 2026
This FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of November 19, 2019, 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, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an Indenture, dated as of March 6, 2019 (the Indenture), providing for the issuance on such date by the Issuer of $1,600,809,000 aggregate principal amount of the Issuers 8.000% Senior Secured Notes due 2026 (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 November 4, 2019, among the Issuer, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, pursuant to which, among other things, on the date hereof, the Issuer is issuing $500,000,000 of 8.000% Senior Secured Notes due 2026 as Additional Notes (the November 2019 Additional Notes) as permitted by Section 2.1 of the Indenture;
WHEREAS, the November 2019 Additional Notes will have identical terms and conditions as the Initial Notes, other than issue date, issue price and the date from which interest will accrue;
WHEREAS, the Issuer intends by this First Supplemental Indenture to create and provide for the issuance of the November 2019 Additional 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 November 2019 Additional Notes under the Indenture without notice to or consent of any Holder; and
WHEREAS, all things necessary to make the November 2019 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 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
NOVEMBER 2019 ADDITIONAL NOTES
Section 2.01 Creation of the November 2019 Additional Notes. In accordance with Section 2.1(a) of the Indenture, the Issuer hereby creates the November 2019 Additional Notes as Additional Notes under the Indenture. The November 2019 Additional Notes shall be issued initially in an aggregate principal amount of $500,000,000 on the date hereof and will be issued at an issue price of 100.00% of the principal amount thereof plus accrued and unpaid interest from September 15, 2019. Interest on the November 2019 Additional Notes shall accrue from September 15, 2019. The November 2019 Additional Notes shall be issued as Restricted Notes.
Section 2.02 The Notes. The November 2019 Additional Notes initially will be issued in the form of Global Notes as follows:
(a) certificate No. 144A-005 (CUSIP No. 12543D BC3 / ISIN No. US12543DBC39) in the aggregate principal amount of $500,000,000; and
(b) certificate No. S-002 (CUSIP No. U17127 AM0 / ISIN No. USU17127AM09) in the aggregate principal amount of $0.
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 November 2019 Additional 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 Loan/Notes 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.
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 NOVEMBER 2019 ADDITIONAL NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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Section 3.05 Successors.
All agreements of the Issuer and each Guarantor in this First Supplemental Indenture and the November 2019 Additional 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 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. One signed copy is enough to prove this First Supplemental Indenture. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First 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 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 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/ Kevin J. Hammons | |
Name: Kevin J. Hammons | ||
Title: Senior Vice President, Assistant Chief Financial Officer, Chief Accounting Officer and Treasurer | ||
COMMUNITY HEALTH SYSTEMS, INC. | ||
By: | /s/ Kevin J. Hammons | |
Name: Kevin J. Hammons | ||
Title: Senior Vice President, Assistant Chief Financial Officer, Chief Accounting Officer and Treasurer |
[Signature Page to First Supplemental Indenture]
FOLEY HOSPITAL CORPORATION | CHS TENNESSEE HOLDINGS, LLC | |
QHG OF ENTERPRISE, INC. | CHS VIRGINIA HOLDINGS, LLC | |
MCSA, L.L.C. | CHSPSC, LLC | |
QHG OF SPRINGDALE, INC. | CLARKSVILLE HOLDINGS II, LLC | |
TRIAD-EL DORADO, INC. | CLARKSVILLE HOLDINGS, LLC | |
BULLHEAD CITY HOSPITAL CORPORATION | CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC | |
ABILENE HOSPITAL, LLC | COLLEGE STATION HOSPITAL, L.P. | |
ABILENE MERGER, LLC | COLLEGE STATION MEDICAL CENTER, LLC | |
AFFINITY HEALTH SYSTEMS, LLC | COLLEGE STATION MERGER, LLC | |
AFFINITY HOSPITAL, LLC | COMMUNITY HEALTH INVESTMENT COMPANY, LLC | |
BERWICK HOSPITAL COMPANY, LLC | CP HOSPITAL GP, LLC | |
BIRMINGHAM HOLDINGS II, LLC | CPLP, LLC | |
BIRMINGHAM HOLDINGS, LLC | CRESTWOOD HEALTHCARE, L.P. | |
BLUEFIELD HOLDINGS, LLC | CRESTWOOD HOSPITAL LP, LLC | |
BLUFFTON HEALTH SYSTEM LLC | CRESTWOOD HOSPITAL, LLC | |
BROWNWOOD HOSPITAL, L.P. | CSMC, LLC | |
BROWNWOOD MEDICAL CENTER, LLC | DESERT HOSPITAL HOLDINGS, LLC | |
BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION | DETAR HOSPITAL, LLC | |
CARLSBAD MEDICAL CENTER, LLC | DHFW HOLDINGS, LLC | |
CAROLINAS HOLDINGS, LLC | DUKES HEALTH SYSTEM, LLC | |
CAROLINAS JV HOLDINGS GENERAL, LLC | FLORIDA HMA HOLDINGS, LLC | |
CAROLINAS JV HOLDINGS II, LLC | GADSDEN REGIONAL MEDICAL CENTER, LLC | |
CAROLINAS JV HOLDINGS, L.P. | GRMC HOLDINGS, LLC | |
CENTRAL FLORIDA HMA HOLDINGS, LLC | HALLMARK HEALTHCARE COMPANY, LLC | |
CENTRAL STATES HMA HOLDINGS, LLC | HEALTH MANAGEMENT ASSOCIATES, LLC | |
CHS RECEIVABLES FUNDING, LLC | HEALTH MANAGEMENT ASSOCIATES, LP |
By: | /s/ Kevin J. Hammons | |||
Name: Kevin J. Hammons | ||||
Title: Senior Vice President |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
HEALTH MANAGEMENT GENERAL PARTNER I, LLC | ORO VALLEY HOSPITAL, LLC | |
HEALTH MANAGEMENT GENERAL PARTNER, LLC | PALMER-WASILLA HEALTH SYSTEM, LLC | |
HMA HOSPITALS HOLDINGS, LP | QHG OF BLUFFTON COMPANY, LLC | |
HMA SERVICES GP, LLC | QHG OF FORT WAYNE COMPANY, LLC | |
HMA-TRI HOLDINGS, LLC | REGIONAL HOSPITAL OF LONGVIEW, LLC | |
HOBBS MEDCO, LLC | RUSTON HOSPITAL CORPORATION | |
KIRKSVILLE HOSPITAL COMPANY, LLC | RUSTON LOUISIANA HOSPITAL COMPANY, LLC | |
KNOX HOSPITAL COMPANY, LLC | SACMC, LLC | |
LA PORTE HEALTH SYSTEM, LLC | SAN ANGELO COMMUNITY MEDICAL CENTER, LLC | |
LA PORTE HOSPITAL COMPANY, LLC | SAN ANGELO HOSPITAL, L.P. | |
LAS CRUCES MEDICAL CENTER, LLC | SAN ANGELO MEDICAL, LLC | |
LEA REGIONAL HOSPITAL, LLC | SCRANTON HOLDINGS, LLC | |
LONGVIEW CLINIC OPERATIONS COMPANY, LLC | SCRANTON HOSPITAL COMPANY, LLC | |
LONGVIEW MEDICAL CENTER, L.P. | SCRANTON QUINCY HOLDINGS, LLC | |
LONGVIEW MERGER, LLC | SCRANTON QUINCY HOSPITAL COMPANY, LLC | |
LRH, LLC | SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC | |
LUTHERAN HEALTH NETWORK OF INDIANA, LLC | SILOAM SPRINGS HOLDINGS, LLC | |
MEDICAL CENTER OF BROWNWOOD, LLC | SOUTHEAST HMA HOLDINGS, LLC | |
MISSISSIPPI HMA HOLDINGS I, LLC | SOUTHERN TEXAS MEDICAL CENTER, LLC | |
MISSISSIPPI HMA HOLDINGS II, LLC | SOUTHWEST FLORIDA HMA HOLDINGS, LLC | |
MOBERLY HOSPITAL COMPANY, LLC | TENNESSEE HMA HOLDINGS, LP | |
NATCHEZ HOSPITAL COMPANY, LLC | TENNYSON HOLDINGS, LLC | |
NAVARRO HOSPITAL, L.P. | TRIAD HEALTHCARE, LLC | |
NAVARRO REGIONAL, LLC | TRIAD HOLDINGS III, LLC | |
NORTHWEST ARKANSAS HOSPITALS, LLC | TRIAD HOLDINGS IV, LLC | |
NORTHWEST HOSPITAL, LLC | TRIAD HOLDINGS V, LLC | |
NOV HOLDINGS, LLC | TRIAD NEVADA HOLDINGS, LLC | |
NRH, LLC | TRIAD OF ALABAMA, LLC |
By: | /s/ Kevin J. Hammons | |||
Name: Kevin J. Hammons | ||||
Title: Senior Vice President |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
TRIAD-ARMC, LLC | QHG OF CLINTON COUNTY, INC. | |
TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC | POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC | |
TUNKHANNOCK HOSPITAL COMPANY, LLC | BILOXI H.M.A., LLC | |
VHC MEDICAL, LLC | BRANDON HMA, LLC | |
VICKSBURG HEALTHCARE, LLC | CLARKSDALE HMA, LLC | |
VICTORIA HOSPITAL, LLC | JACKSON HMA, LLC | |
VICTORIA OF TEXAS, L.P. | QHG OF FORREST COUNTY, INC. | |
WARSAW HEALTH SYSTEM, LLC | QHG OF HATTIESBURG, INC. | |
WEBB HOSPITAL CORPORATION | RIVER OAKS HOSPITAL, LLC | |
WEBB HOSPITAL HOLDINGS, LLC | RIVER REGION MEDICAL CORPORATION | |
WESLEY HEALTH SYSTEM LLC | ROH, LLC | |
WHMC, LLC | STATESVILLE HMA, LLC | |
WILKES-BARRE BEHAVIORAL HOSPITAL COMPANY, LLC | ROSWELL HOSPITAL CORPORATION | |
WILKES-BARRE HOLDINGS, LLC | NC-DSH, LLC | |
WILKES-BARRE HOSPITAL COMPANY, LLC | CLINTON HMA, LLC | |
WOODLAND HEIGHTS MEDICAL CENTER, LLC | KAY COUNTY HOSPITAL CORPORATION | |
WOODWARD HEALTH SYSTEM, LLC | KAY COUNTY OKLAHOMA HOSPITAL COMPANY, LLC | |
QHG GEORGIA HOLDINGS, INC. | MARSHALL COUNTY HMA, LLC | |
CITRUS HMA, LLC | SEMINOLE HMA, LLC | |
HMA SANTA ROSA MEDICAL CENTER, LLC | CAMPBELL COUNTY HMA, LLC | |
HERNANDO HMA, LLC | CLEVELAND HOSPITAL COMPANY, LLC | |
HOSPITAL MANAGEMENT ASSOCIATES, LLC | COCKE COUNTY HMA, LLC | |
HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP | JEFFERSON COUNTY HMA, LLC | |
KEY WEST HMA, LLC | KNOXVILLE HMA HOLDINGS, LLC | |
NAPLES HMA, LLC | LEBANON HMA, LLC | |
PORT CHARLOTTE HMA, LLC | METRO KNOXVILLE HMA, LLC | |
PUNTA GORDA HMA, LLC | SHELBYVILLE HOSPITAL COMPANY, LLC | |
VENICE HMA, LLC | TULLAHOMA HMA, LLC | |
FRANKFORT HEALTH PARTNER, INC. | GRANBURY HOSPITAL CORPORATION |
By: | /s/ Kevin J. Hammons | |||
Name: Kevin J. Hammons | ||||
Title: Senior Vice President |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
LAREDO TEXAS HOSPITAL COMPANY, L.P. |
EMPORIA HOSPITAL CORPORATION |
FRANKLIN HOSPITAL CORPORATION |
VIRGINIA HOSPITAL COMPANY, LLC |
OAK HILL HOSPITAL CORPORATION |
By: | /s/ Kevin J. Hammons | |||
Name: Kevin J. Hammons | ||||
Title: Senior Vice President |
Acting on behalf of each of the Guarantors set forth above
[Signature Page to First Supplemental Indenture]
TRUSTEE: | ||
REGIONS BANK | ||
By: | /s/ Kristine Prall | |
Name: Kristine Prall | ||
Title: Vice President |
[Signature Page to First Supplemental Indenture]
COLLATERAL AGENT: | ||||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||||
By: | /s/ John D. Toronto | |||
Name: John D. Toronto | ||||
Title: Authorized Signatory | ||||
By: | /s/ Lingzi Huang | |||
Name: Lingzi Huang | ||||
Title: Authorized Signatory |
[Signature Page to First Supplemental Indenture]