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

Contract Categories: Business Finance - Credit Agreements
EX-4.4 4 d708990dex44.htm EX-4.4 EX-4.4

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 Issuer’s 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.

 

2


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]