Contract
Exhibit 4.2
RELEASE OF CERTAIN GUARANTORS (this “Release”),
dated as of March 30, 2009, 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, the Third Supplemental Indenture,
dated as of October 10, 2008, the Fourth Supplemental
Indenture, dated December 1, 2008, the Fifth Supplemental
Indenture, dated February 5, 2009, and the Sixth
Supplemental Indenture of even date herewith (the
“Indenture”), providing for the issuance of the
87/8% Senior
Notes due 2015 (the “Securities”);
WHEREAS, pursuant to that certain Private Placement Memorandum,
dated October 24, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Sunbury
PPM”), Sunbury Hospital Company, LLC, a Delaware
limited liability company (“SHC”), has offered
and sold membership interests in SHC to certain physician
investors effective as of January 1, 2008 (such
transaction, the “Sunbury Syndication”).
WHEREAS, pursuant to that certain Private Placement Memorandum,
dated November 13, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Abilene
PPM”), ARMC, L.P., a Delaware limited partnership
(“ARMC”), has offered and sold partnership
interests in ARMC to certain physician investors effective as of
June 1, 2008 (such transaction, the “Abilene
Syndication”).
WHEREAS, pursuant to that certain Private Placement Memorandum,
dated July 22, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Ft. Xxxxx
PPM”), Lutheran Health Network Investors, LLC, a
Delaware limited liability company (“LHNI”),
has offered and sold membership interests in LHNI to certain
physician investors effective as of October 1, 2008 (such
transaction, the “Ft. Xxxxx Syndication”).
WHEREAS, IOM Health System, LP, an Indiana limited partnership,
St. Xxxxxx Health System, LLC, a Delaware limited liability
company, and Triad Indiana Holdings, LLC, a Delaware limited
liability company, are wholly-owned, directly or indirectly, by
LHNI.
WHEREAS, (i) upon the consummation of the Syndications,
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.
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IN WITNESS WHEREOF, the parties have caused this Release to be
duly executed as of this 30th day of March 2009.
| CHS/Community Health Systems, Inc.,a Delaware corporation | ||
|
By:
/s/ Xxxxxx
X.
Seifert Rachel
A. SeifertSenior Vice President, Secretary & General
Counsel
|
||
|
Syndicated Subsidiary Guarantors: ARMC, L.P. IOM Health System, LP St. Xxxxxx Health System, LLC Sunbury Hospital Company, LLC Triad Indiana Holdings, LLC |
||
|
By:
/s/ Xxxxx
X.
Doucette James
X. Xxxxxxxx
Vice President, Finance and Treasurer |
U.S. Bank National Association,
as Trustee
| By: |
/s/ Xxxxx
Xxxxx
|
Xxxxx Xxxxx
Vice President
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