Exhibit 4.1
COLLATERAL AGENCY TRANSFER AGREEMENT
This COLLATERAL AGENCY TRANSFER AGREEMENT, dated as of April 30, 2024 (this “Agreement”), among CREDIT SUISSE AG (“CS AG”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS AG CIB” and, together with CS AG, “Credit Suisse”), in each case, as applicable, as former Collateral Agent under the Indentures and the Existing Collateral Documents (each as defined below) (in such capacity, the “Predecessor Collateral Agent”), REGIONS BANK (“Regions”), as Trustee under the Indentures and as Authorized Representative under the First Lien Intercreditor Agreement (as defined below), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank”), as successor Collateral Agent under the Indentures and the Existing Collateral Documents (in such capacity, the “Successor Collateral Agent”), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Company”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Parent”), and the subsidiaries of the Company party hereto (collectively, and together with the Parent, the “Guarantors”).
Reference is made to the following documents, each as amended, restated, supplemented, reaffirmed or otherwise modified from time to time prior to the date hereof:
WHEREAS, on April 30, 2024 (the “Notice Date”), the Predecessor Collateral Agent provided written notice to the Company and Regions (as Trustee under the Indentures) of its resignation as Collateral Agent under each Indenture in accordance with Section 12.1(e) of each Indenture;
WHEREAS, on the Notice Date, the Predecessor Collateral Agent provided written notice to Regions (as Authorized Representative under the First Lien Intercreditor Agreement) and the Company of its resignation as Collateral Agent under the First Lien Intercreditor Agreement and the other Existing Collateral Documents in accordance with Section 4.06 of the First Lien Intercreditor Agreement;
WHEREAS, on the Notice Date, the Predecessor Collateral Agent provided written notice to JP Morgan, Regions and the Company of its resignation as Senior-Priority Collateral Agent under the ABL Intercreditor Agreement and to Regions and the Company of its resignation as Initial Senior-Priority Collateral Agent under the Senior-Junior Lien Intercreditor Agreement;
WHEREAS, Regions, upon the direction and consent of the Company, desires to appoint U.S. Bank to act as the Successor Collateral Agent under each Indenture and under the First Lien Intercreditor Agreement and the other Existing Collateral Documents pursuant to Section 12.1(e) of each Indenture and Section 4.06 of the First Lien Intercreditor Agreement;
WHEREAS, U.S. Bank desires to accept the appointment and become the Successor Collateral Agent under each Indenture and under the First Lien Intercreditor Agreement and the other Existing Collateral Documents as provided herein; and
WHEREAS, the Company desires to consent to the appointment of U.S. Bank as the Successor Collateral Agent as described herein pursuant to Section 12.1(e) of each Indenture and Section 4.06 of the First Lien Intercreditor Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:
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This Agreement is hereby made without representation or warranty of any kind, nature or description except as specified in this Section 4.
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[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
CHS/COMMUNITY HEALTH SYSTEMS, INC.
By: /s/ R. Gabriel Ottinger
Name: R. Gabriel Ottinger
Title: Senior Vice President and Treasurer
COMMUNITY HEALTH SYSTEMS, INC.
By: /s/ R. Gabriel Ottinger
Name: R. Gabriel Ottinger
Title: Senior Vice President and Treasurer
[Signature Page to Collateral Agency Transfer Agreement]
Affinity Health Systems, LLC | Health Management General Partner, LLC |
Affinity Hospital, LLC | Hernando HMA, LLC |
Birmingham Holdings II, LLC | HMA Hospitals Holdings, LP |
Birmingham Holdings, LLC | HMA Santa Rosa Medical Center, LLC |
Bluffton Health System LLC | HMA Services GP, LLC |
Brandon HMA, LLC | HMA-TRI Holdings, LLC |
Bullhead City Hospital Corporation | Hospital Management Associates, LLC |
Bullhead City Hospital Investment Corporation | Hospital Management Services of Florida, LP |
Campbell County HMA, LLC | Jackson HMA, LLC |
Carlsbad Medical Center, LLC | Jefferson County HMA, LLC |
Carolinas Holdings, LLC | Kay County Hospital Corporation |
Carolinas JV Holdings General, LLC | Kay County Oklahoma Hospital Company, LLC |
Carolinas JV Holdings II, LLC | Key West HMA, LLC |
Carolinas JV Holdings, L.P. | Kirksville Hospital Company, LLC |
Central Florida HMA Holdings, LLC | Knox Hospital Company, LLC |
Central States HMA Holdings, LLC | Knoxville HMA Holdings, LLC |
CHS Receivables Funding, LLC | La Porte Health System, LLC |
CHSPSC, LLC | La Porte Hospital Company, LLC |
Citrus HMA, LLC | Laredo Texas Hospital Company, L.P. |
Clarksville Holdings, LLC | Las Cruces Medical Center, LLC |
Cleveland Hospital Company, LLC | Longview Clinic Operations Company, LLC |
Cleveland Tennessee Hospital Company, LLC | Longview Medical Center, L.P. |
Clinton HMA, LLC | Longview Merger, LLC |
Cocke County HMA, LLC | LRH, LLC |
Community Health Investment Company, LLC | Lutheran Health Network of Indiana, LLC |
CP Hospital GP, LLC | Marshall County HMA, LLC |
CPLP, LLC | MCSA, L.L.C. |
Crestview Hospital Company, LLC | Metro Knoxville HMA, LLC |
Crestwood Healthcare, L.P. | Mississippi HMA Holdings I, LLC |
Crestwood Hospital LP, LLC | Mississippi HMA Holdings II, LLC |
Crestwood Hospital, LLC | Moberly Hospital Company, LLC |
Desert Hospital Holdings, LLC | Naples HMA, LLC |
Detar Hospital, LLC | Natchez Hospital Company, LLC |
DHFW Holdings, LLC | Navarro Hospital, L.P. |
Dukes Health System, LLC | Navarro Regional, LLC |
Florida HMA Holdings, LLC | NC-DSH, LLC |
Foley Hospital Company, LLC | North Okaloosa Medical Company, LLC |
Frankfort Health Partner, Inc. | Northwest Arkansas Hospitals, LLC |
Gadsden Regional Medical Center, LLC | Northwest Hospital, LLC |
Granbury Hospital Corporation | Northwest Sahuarita Hospital, LLC |
Greenbrier VMC, LLC | NOV Holdings, LLC |
GRMC Holdings, LLC | NRH, LLC |
Hallmark Healthcare Company, LLC | Oak Hill Hospital Corporation |
Health Management Associates, LLC | Oro Valley Hospital, LLC |
Health Management Associates, LP | Palmer-Wasilla Health System, LLC |
Health Management General Partner I, LLC | Poplar Bluff Regional Medical Center, LLC |
By: /s/ R. Gabriel Ottinger
Name: R. Gabriel Ottinger
Title: Senior Vice President and Treasurer
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Collateral Agency Transfer Agreement]
Port Charlotte HMA, LLC | Triad - El Dorado, Inc. |
Punta Gorda HMA, LLC | Triad Healthcare, LLC |
QHG Georgia Holdings, Inc. | Triad Holdings III, LLC |
QHG of Bluffton Company, LLC | Triad Holdings IV, LLC |
QHG of Clinton County, Inc. | Triad Holdings V, LLC |
QHG of Enterprise, Inc. | Triad Nevada Holdings, LLC |
QHG of Forrest County, Inc. | Triad of Alabama, LLC |
QHG of Fort Wayne Company, LLC | Triad-Navarro Regional Hospital Subsidiary, LLC |
QHG of Hattiesburg, Inc. | Venice HMA, LLC |
QHG of Springdale, Inc. | VHC Medical, LLC |
Regional Hospital of Longview, LLC | Vicksburg Healthcare, LLC |
River Oaks Hospital, LLC | Victoria Hospital, LLC |
River Region Medical Corporation | Victoria of Texas, L.P. |
ROH, LLC | Warsaw Health System LLC |
Roswell Hospital Corporation | Webb Hospital Corporation |
Scranton Holdings, LLC | Webb Hospital Holdings, LLC |
Scranton Hospital Company, LLC | Wesley Health System LLC |
Siloam Springs Arkansas Hospital Company, LLC | WHMC, LLC |
Siloam Springs Holdings, LLC | Wilkes-Barre Behavioral Hospital Company, LLC |
Southeast HMA Holdings, LLC | Wilkes-Barre Holdings, LLC |
Southwest Florida HMA Holdings, LLC | Wilkes-Barre Hospital Company, LLC |
Statesville HMA, LLC | Woodland Heights Medical Center, LLC |
Tennessee HMA Holdings, LP | Woodward Health System, LLC |
Tennyson Holdings, LLC |
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By: /s/ R. Gabriel Ottinger
Name: R. Gabriel Ottinger
Title: Senior Vice President and Treasurer
Acting on behalf of each of the Guarantors set forth above
[Signature Page to Collateral Agency Transfer Agreement]
REGIONS BANK,
as Trustee and Authorized Representative
By: /s/ Vanessa Williams
Name: Vanessa Williams
Title: Vice President
[Signature Page to Collateral Agency Transfer Agreement]
CREDIT SUISSE AG, acting through its Cayman Islands Branch,
as Predecessor Collateral Agent
By: /s/ Vipul Dhadda
Name: Vipul Dhadda
Title: Authorized Signatory
By: /s/ Andrew Senicki
Name: Andrew Senicki
Title: Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Predecessor Collateral Agent
By: /s/ Vipul Dhadda
Name: Vipul Dhadda
Title: Authorized Signatory
By: /s/ Andrew Senicki
Name: Andrew Senicki
Title: Authorized Signatory
[Signature Page to Collateral Agency Transfer Agreement]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Successor Collateral Agent
By: /s/ Shannon Matthews
Name: Shannon Matthews
Title: Assistant Vice President
[Signature Page to Collateral Agency Transfer Agreement]
SCHEDULE 1
Indentures
SCHEDULE 2
Successor Collateral Agent Notice Information
U.S. Bank Trust Company, National Association
Attn: Global Corporate Trust Services
100 Wall Street, Suite 600
New York, NY 10005
Email: Shannon.matthews@usbank.com
SCHEDULE 3
Existing Collateral Documents
Intercreditor Agreements
Guarantee and Collateral Agreement
Uniform Commercial Code Financing Statements
Intellectual Property Security Agreements (Copyrights)
Intellectual Property Security Agreements (Trademarks)
Mortgages and Deeds of Trust
ANNEX A to SCHEDULE 3
Uniform Commercial Code Financing Statements
On file with Collateral Agent
ANNEX B to SCHEDULE 3
Mortgages and Deeds of Trust
On file with Collateral Agent