GUARANTEE
Exhibit 4.4
This Guarantee, dated December 9, 2009,
is made by Community Health Systems, Inc. (“CHS”), a Delaware corporation, in
favor of its wholly owned subsidiary CHS/Community Health Systems, Inc. (the
“Company”), a Delaware corporation, with regard to the payment obligations of
the Company under the CHS NQDCP (the “NQDCP”) and CHS/Community Health Systems,
Inc. Deferred Compensation Plan (the “DCP”) (collectively, the
“Plans”).
WITNESSETH
WHEREAS
the Company sponsors the Plans and maintains certain payment obligations under
the Plans; and
WHEREAS,
CHS desires to guarantee the payment obligations of the Company under the
Plans;
NOW
THEREFORE, for good and valuable consideration, CHS agrees as
follows:
1. Guarantee. CHS
absolutely, unconditionally and irrevocably guarantees to the Company the
payments required to made by the Company under the Plans.
a. NQDCP. Without
limiting the foregoing, with respect to the NQDCP, CHS guarantees the payment to
Participants and Beneficiaries of amounts credited, or required to be credited,
including Participant Deferral Credits and Employer Credits to the Participants’
Deferred Compensation Account and In-Service Account in whatever form of payment
option permitted under the NQDCP. The obligation of CHS shall be in
addition to the obligation of the Company under Section 10.1 or any other
provisions of the NQDCP. The guarantee of CHS with respect to the
NQDCP shall extend to the obligations of the Company under that certain Trust of
the CHS NQDCP to make deposits of cash or other property.
b. DCP. Without
limiting the foregoing, with respect to the DCP, CHS guarantees the payment to
Members and Beneficiaries of amounts credited, or required to be credited, to
the Accounts of Members or Beneficiaries under the DCP from Deferral
Contributions and Matching Contributions Amounts in whatever form of payment
option permitted under the DCP. The obligation of CHS shall be in
addition to the obligation of the Company under the DCP. The
guarantee of CHS with respect to the DCP shall extend to the obligations of the
Company under that certain Community Health Systems Deferred Compensation Plan
Trust to make deposits of money or other property.
2. Guarantor Bound. CHS agrees that its
obligations under this Guarantee shall not be lessened, discharged or released,
in whole or in part, or terminated except only by the permanent and irrevocable
payment and performance in full of the payment obligations of the Company under
the Plans, and CHS waives the benefit of all privileges
and
defenses that are or may hereafter be available to guarantors, indemnitors or
sureties. Nothing contained in, and no omission from, the other
provisions of this Guarantee is intended or shall be construed or interpreted so
as to limit the generality of this section.
3. Continuing
Guarantee. The Guarantor agrees
that this Guarantee is a continuing guarantee, unlimited as to duration and
amount, for all of the obligations set forth herein.
4. Miscellaneous
a. Entire Agreement.
This Guarantee constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes any and all prior agreements
or understandings, written or oral, with respect thereto.
b. Choice of Law. This Guarantee is made under and shall be governed by and construed in accordance with the laws of the State of Delaware.
c. Successors and
Assigns. This Guarantee shall be
binding upon the Guarantor and its successors and permitted assigns, and the
benefits hereof shall extend to the Company and its successors and
assigns. The Guarantor may not assign or transfer all or any part of
its rights, if any, or obligations hereunder without the prior written consent
of the Company and any purported transfer of such rights or obligations made
without the prior written consent of the Company shall be void.
d. Defined
Terms. Capitalized terms not defined in this Guarantee will
have the meanings set forth in the Plans, as applicable.
IN WITNESS WHEREOF the Guarantor has
signed and delivered this Guarantee on the 9th day
of December, 2009.
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COMMUNITY
HEALTH SYSTEMS, INC.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Senior
Vice
President
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