Contract
Exhibit 4.2
RELEASE OF CERTAIN GUARANTORS (this “Release”), dated as of March 31, 2010, 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”).
WITNESSETH:
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, the Sixth Supplemental Indenture dated
March 30, 2008, and the Seventh Supplemental Indenture of even date herewith (the “Indenture”),
providing for the issuance of the 87/8% Senior Notes due 2015 (the
“Securities”);
WHEREAS, effective on January 31, 2010, Xxxxxx Regional Hospital, Inc., a Georgia corporation
and an existing Subsidiary Guarantor, was converted into Blue Ridge Hospital Company, LLC, a
Delaware limited liability company (“BRHC”).
WHEREAS, pursuant to that certain Private Placement Memorandum, dated November 12, 2009 (as
amended, supplemented or otherwise modified from time to time, the “Blue Ridge PPM”), BRHC has
offered and sold membership interests in BRHC to certain physician investors effective as of
February 1, 2010 (such transaction, the “Blue Ridge Syndication”).
WHEREAS, pursuant to that certain Private Placement Memorandum, dated October 16, 2009 (as
amended, supplemented or otherwise modified from time to time, the “Xxxxxxx PPM”), Jackson,
Tennessee Hospital Company, LLC, a Tennessee limited liability Company (“JTHC”), has offered and
sold partnership interests in JTHC to certain physician investors effective as of March 1, 2010
(such transaction, the “Xxxxxxx Syndication”).
WHEREAS, (i) upon the consummation of the Blue Ridge Syndication and the Xxxxxxx 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 March 2010.
| CHS/Community Health Systems, Inc., a Delaware corporation |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Executive Vice President, Secretary & General Counsel | ||||
| Syndicated Subsidiary Guarantors: Xxxxxx Regional Hospital, Inc. Jackson, Tennessee Hospital Company, LLC |
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| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| U.S. Bank National Association, as Trustee |
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| By: | /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx | ||||
| Vice President | ||||
