Attached files

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EX-5.13 - EX-5.13 - COMMUNITY HEALTH SYSTEMS INCd354932dex513.htm
EX-99.1 - EX-99.1 - COMMUNITY HEALTH SYSTEMS INCd354932dex991.htm
EX-5.18 - EX-5.18 - COMMUNITY HEALTH SYSTEMS INCd354932dex518.htm
EX-5.17 - EX-5.17 - COMMUNITY HEALTH SYSTEMS INCd354932dex517.htm
EX-5.16 - EX-5.16 - COMMUNITY HEALTH SYSTEMS INCd354932dex516.htm
EX-5.15 - EX-5.15 - COMMUNITY HEALTH SYSTEMS INCd354932dex515.htm
EX-5.14 - EX-5.14 - COMMUNITY HEALTH SYSTEMS INCd354932dex514.htm
EX-5.12 - EX-5.12 - COMMUNITY HEALTH SYSTEMS INCd354932dex512.htm
EX-5.11 - EX-5.11 - COMMUNITY HEALTH SYSTEMS INCd354932dex511.htm
EX-5.10 - EX-5.10 - COMMUNITY HEALTH SYSTEMS INCd354932dex510.htm
EX-5.9 - EX-5.9 - COMMUNITY HEALTH SYSTEMS INCd354932dex59.htm
EX-5.8 - EX-5.8 - COMMUNITY HEALTH SYSTEMS INCd354932dex58.htm
EX-5.7 - EX-5.7 - COMMUNITY HEALTH SYSTEMS INCd354932dex57.htm
EX-5.6 - EX-5.6 - COMMUNITY HEALTH SYSTEMS INCd354932dex56.htm
EX-5.5 - EX-5.5 - COMMUNITY HEALTH SYSTEMS INCd354932dex55.htm
EX-5.4 - EX-5.4 - COMMUNITY HEALTH SYSTEMS INCd354932dex54.htm
EX-5.3 - EX-5.3 - COMMUNITY HEALTH SYSTEMS INCd354932dex53.htm
EX-5.2 - EX-5.2 - COMMUNITY HEALTH SYSTEMS INCd354932dex52.htm
EX-5.1 - EX-5.1 - COMMUNITY HEALTH SYSTEMS INCd354932dex51.htm
8-K - FORM 8-K - COMMUNITY HEALTH SYSTEMS INCd354932d8k.htm

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 Issuer’s 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.

 

2


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]