This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 5, 2024, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Issuer”), the GUARANTORS party hereto (the “Guarantors”), REGIONS BANK, an Alabama banking corporation, as trustee (the “Trustee”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).
RECITALS
WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent (as successor to Credit Suisse AG) have heretofore executed and delivered an Indenture, dated as of December 22, 2023 (as amended, supplemented or modified prior to the date hereof, the “Indenture”), providing for the issuance on such date by the Issuer of $1,000,000,000 aggregate principal amount of the Issuer’s 10.875 % Senior Secured Notes due 2032 (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 May 21, 2024, among the Issuer, the Guarantors and UBS Securities LLC, as representative of the initial purchasers identified therein, pursuant to which, among other things, on the date hereof, the Issuer is issuing $1,225,000,000 of 10.875% Senior Secured Notes due 2032 as Additional Notes (the “Additional 2032 Notes”) as permitted by Section 2.1 of the Indenture;
WHEREAS, the Additional 2032 Notes will have identical terms and conditions as the Initial Notes, other than issue date and issue price;
WHEREAS, the Issuer intends by this First Supplemental Indenture to create and provide for the issuance of the Additional 2032 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 Additional 2032 Notes under the Indenture without notice to or consent of any Holder; and
WHEREAS, all things necessary to make the Additional 2032 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.
