Contract
Exhibit 4.11
RELEASE OF CERTAIN GUARANTORS (this “Release”), dated as of December 31, 2008, by and among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Issuer”), those Subsidiary
Guarantors parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture (the
“Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture, dated
as of July 25, 2007, as supplemented by the First Supplemental Indenture, dated as of July 25,
2007, the Second Supplemental Indenture, dated as of December 31, 2007, and the Third Supplemental
Indenture, dated as of October 10, 2008 (the “Indenture”), providing for the issuance of the
87/8% Senior Notes due 2015 (the “Securities”);
WHEREAS, pursuant to that certain Amended and Restated Private Placement Memorandum, dated
September 3, 2008 (as amended, supplemented or otherwise modified from time to time, the “PPM”),
Affinity Health Systems, LLC, a Delaware limited liability company (“Affinity Health"), has offered
and sold membership interests in Affinity Health to certain physician investors effective as of the
date hereof (such transaction, the “Syndication”).
WHEREAS, (i) upon the consummation of the Syndication, each of the Subsidiary Guarantors
listed on the signature pages hereto (the “Syndicated Subsidiary Guarantors”) has been released as
a Subsidiary Guarantor under the Credit Agreement, dated as of July 25, 2007, by and among the
Issuer, Community Health Systems, Inc., the lenders that from time to time become parties to the
Credit Agreement and Credit Suisse, as Collateral Agent, and (ii) the Issuer has delivered an
Officer’s Certificate to the Trustee certifying that the Syndicated Subsidiary Guarantors no longer
have any Indebtedness outstanding that would require such Syndicated Subsidiary Guarantors to
enter into a Guaranty Agreement pursuant to Section 4.12 of the Indenture.
WHEREAS pursuant to Section 10.06(4) of the Indenture, a Guarantor will be released from its
obligations under the Indenture under the circumstances described in the immediately preceding
recital.
WHEREAS pursuant to the last sentence of Section 10.06 of the Indenture, the Issuer requests
and the Trustee is authorized to execute and deliver this Release evidencing such release pursuant
to Section 10.06(4) of the Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuer, those Subsidiary Guarantors parties hereto and
the Trustee mutually covenant and agree as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have
the meanings assigned to them in the Indenture.
SECTION 2. Subsidiary Guarantors. Effective from and after the consummation of the
Syndication, each of the Syndicated Subsidiary Guarantors is hereby irrevocably released and
discharged from its obligations under Article 10 of the Indenture, any Guaranty Agreement to which
it may be party or any obligations with respect to the Securities.
SECTION 3. Ratification of Indenture; Release Part of Indenture. Except as expressly
modified hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Release shall form a
part of the Indenture for all purposes, shall inure to the benefit of the Issuer, each of the
Syndicated Subsidiary Guarantors, the Trustee and every Holder of Securities heretofore or
hereafter authenticated and the Issuer, each of the
Syndicated Subsidiary Guarantors, the Trustee and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
SECTION 4. Governing Law. THIS RELEASE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to
the accuracy or correctness of the recitals of this Release.
SECTION 6. Counterparts. The parties may sign any number of copies of this Release.
Each signed copy shall be an original, but all of them together represent the same agreement.
SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction of this Release.
IN WITNESS WHEREOF, the parties have caused this Release to be
duly executed as of this 31st day of December 2008.
| CHS/Community Health Systems, Inc., a Delaware corporation |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Senior Vice President, Secretary & General Counsel | ||||
| Syndicated Subsidiary Guarantors: Affinity Health Systems, LLC Affinity Hospital, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President, Finance and Treasurer | |||
| U.S. Bank National Association, | ||||
| as Trustee | ||||
By:
|
/s/ Xxxxx Xxxxx
|
|||
