Exhibit 4.35
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of November 13, 2023, by and among CHS/Community Health Systems, Inc., a Delaware corporation (“Issuer”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Regions Bank, as Junior-Priority Collateral Agent, and Regions Bank, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of the Issuer, the Guarantors, the Trustee and the Junior-Priority Collateral Agent have heretofore executed and delivered an indenture dated as of May 19, 2021 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance on such date of an aggregate principal amount of $1,440,000,000 of 6.125% Junior-Priority Secured Notes due 2030 (the “Notes”) of the Issuer;
WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee and the Junior-Priority Collateral Agent a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”), each on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor, the Junior-Priority Collateral Agent and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guaranteeing Subsidiaries, the Junior-Priority Collateral Agent and the Trustee mutually covenant and agree for the benefit of the Trustee, the Junior-Priority Collateral Agent and the Holders of the Notes as follows:
DEFINITIONS
AGREEMENT TO BE BOUND; GUARANTEE
MISCELLANEOUS
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[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
CRESTVIEW HOSPITAL COMPANY, LLC
NORTH OKALOOSA MEDICAL COMPANY, LLC,
as Guarantors
By: /s/ R. Gabriel Ottinger
R. Gabriel Ottinger
Senior Vice President and Treasurer
Acting on behalf of each of the Guarantors set forth above
Acknowledged by:
CHS/COMMUNITY HEALTH SYSTEMS, INC.
By: /s/ R. Gabriel Ottinger
R. Gabriel Ottinger
Senior Vice President and Treasurer
[Signature Page to 1st Supplemental Indenture (2030 Junior-Priority Notes)]
REGIONS BANK,
as Trustee
By: /s/ Kristine Prall
Name: Kristine Prall
Title: Vice President
[Signature Page to 1st Supplemental Indenture (2030 Junior-Priority Notes)]
REGIONS BANK,
as Junior-Priority Collateral Agent
By: /s/ Mary Willis
Name: Mary Willis
Title: Vice President
By: /s/ Kristine Prall
Name: Kristine Prall
Title: Vice President
[Signature Page to 1st Supplemental Indenture (2030 Junior-Priority Notes)]