CHS/COMMUNITY HEALTH SYSTEMS, INC. 87/8 Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENT
Exhibit 4.1
$3,021,331,000
CHS/COMMUNITY HEALTH SYSTEMS, INC.
87/8 Senior Notes due 2015
July 25, 2007
Credit Suisse Securities (USA) LLC
Wachovia Capital Markets, LLC
As Representatives of the Several Purchasers
c/o Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Wachovia Capital Markets, LLC
As Representatives of the Several Purchasers
c/o Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), a wholly owned
subsidiary of Community Health Systems, Inc., a Delaware corporation (“Holdings”), agrees with the
several initial purchasers named in Schedule A hereto (the “Initial Purchasers”) subject to the
terms and conditions stated set forth in a purchase agreement, dated June 27, 2007 (the “Purchase
Agreement”), to issue and sell to the several Initial Purchasers U.S. $3,021,331,000 principal
amount of its 87/8% Senior Notes due 2015 (the “Initial Securities”) to be unconditionally guaranteed
(the “Guarantees”) by Holdings and the subsidiary guarantors listed in Schedule I attached hereto
(the “Guarantors”) and immediately following the consummation of the Merger (as defined in the
Purchase Agreement) by Triad Hospitals, Inc., a Delaware corporation (“Triad”) and its subsidiary
guarantors listed on Schedule II attached hereto (the “Triad Guarantors”). The Initial Securities
will be issued pursuant to an indenture, dated as of July [3], 2007 (the “Indenture”) among the
Company, the Guarantors named therein and U.S. Bank National Association, as Trustee (the
“Trustee”) and a supplemental indenture to the Indenture (the “Supplemental Indenture”), which will
cause Triad and the Triad Guarantors to guarantee the Initial Securities effective upon
consummation of the Merger. Triad and the Triad Guarantors will also formally join this agreement
pursuant to the joinder attached hereto as Exhibit A. As an inducement to the Initial Purchasers,
the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the holders of
the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange
Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively
the “Holders”), as follows:
1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later
than 90 days after (or if the 90th day is not a business day, the first business day thereafter)
the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in
Section 6
hereof), who are not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the
Company issued under the Indenture and substantially identical in all material respects to the
Initial Securities (except for the transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6 hereof) and registered under the
Securities Act. Unless not permitted by applicable law or Commission policy, the Company shall use
its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become
effective under the Securities Act within 210 days (or if the 210th day is not a business day, the
first business day thereafter) after the Issue Date of the Initial Securities and (ii) shall keep
the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the “Exchange Offer Registration Period”). For purposes of this
Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which
banking institutions are authorized or required by law to close in New York City.
If the Company effects the Registered Exchange Offer, the Company will be entitled to
consummate the Registered Exchange Offer 30 days after the
commencement thereof, provided that the
Company has accepted all the Initial Securities theretofore validly tendered in accordance with the
terms of the Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
unless not permitted by applicable law or Commission policy, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each
Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the
Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary
course of such Holder’s business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of the United States.
The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities
constituting any portion of an unsold allotment is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable,
in connection with such sale.
The Company shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities;
provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging
Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them
(unless such period is extended pursuant to
Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement
thereto, available to any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the Registered Exchange
Offer.
If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and
the securities laws of the several states of the United States, but excluding provisions relating
to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the “Securities”.
In connection with the Registered Exchange Offer, the Company shall:
(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;
(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;
(c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and
(e) otherwise comply with all applicable laws.
As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:
(x) accept for exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and
(z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.
The Indenture will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.
Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on
which interest was paid on the Initial Securities surrendered in exchange therefor or, if no
interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.
Each Holder participating in the Registered Exchange Offer shall be required to represent in
writing (which may be contained in the applicable letter of transmittal) to the Company that at the
time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by
such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution of the Securities
or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v)
if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making activities or other
trading activities and that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.
Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies as to form in all material respects with the Securities Act and the
rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 250 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (A) is prohibited by applicable law or Commission
policy from participating in the Registered Exchange Offer, or (B) may not resell the Exchange
Securities acquired by it in the Registered Exchange Offer to the public without delivering a
prospectus, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more
than 30 days after so required or requested pursuant to this Section 2) file with the
Commission and thereafter shall use its reasonable best efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) a registration statement
(the “Shelf Registration Statement” and, together with the Exchange Offer Registration
Statement, a “Registration Statement”) on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities (as defined in Section
6 hereof) by the Holders thereof (x) in the case of clause (i) above, on or prior to the
210th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on
or prior to the 90th day after the date on which such Shelf Registration Statement is
required to be filed, in each case in accordance with the methods of distribution set forth
in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the
“Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all the provisions of this
Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, until the earliest of (x) the
time when all Securities covered by the Shelf Registration Statement can be sold pursuant
to Rule 144 under the
Securities Act, without any limitations under clauses (c), (e), (f)
and (h) thereof, (y) two years (or for such longer period if extended pursuant to Section
3(j) below) from the Issue Date or (z) the date on which all the Securities registered
under the Shelf Registration Statement have been disposed of in accordance therewith. The
Company shall be deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any action that
would result in Holders of Securities covered thereby not being able to offer and sell such
Securities during that period, unless (i) such action is required by applicable law or (ii)
such action is taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company’s obligations hereunder), including, but not limited to,
the acquisition or divestiture of assets, so long as the Company promptly thereafter
complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.
3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:
(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its reasonable best efforts to reflect in
each such document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto
on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section
of the prospectus forming a part of the Exchange Offer Registration Statement and include
the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant
to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser in writing,
include the information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the positions taken or policies made
by the staff of the Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by
such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”),
whether such positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the Initial
Purchasers based upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include in the prospectus
included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b),
in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f))
that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders,
who propose to sell Securities pursuant to the Shelf Registration Statement, as selling
securityholders.
(b) The Company shall give written notice to the Initial Purchasers, the Holders of
the Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):
(i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405;
(iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and
(v) of the happening of any event during the period that the Registration
Statement is effective that requires the Company to make changes in the
Registration Statement or the prospectus in order that the Registration Statement
or the prospectus do not contain an untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the circumstances
under which they were made) not misleading.
(c) The
Company shall make every reasonable effort to obtain the withdrawal, at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.
(d) The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers, make any offer relating to the
Securities that would constitute a “free writing prospectus,” as defined in Commission Rule
405.
(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser,
and to any other Holder who so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in
connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.
(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.
(h) Prior to any public offering of the Securities pursuant to any Registration
Statement, the Company shall use its reasonable best efforts to register or qualify or
cooperate with the Holders of the Securities included therein and their respective counsel
in connection with the registration or qualification of the Securities for offer and sale
under the securities or “blue sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all other acts or things
necessary or advisable to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business or as a dealer in Securities in any
jurisdiction where it is not then so qualified or (ii) take any action which would subject
it to general service of process or to taxation in any jurisdiction where it is not then so
subject.
(i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.
(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement provided
for in Section 1 above shall each be extended by the number of days from and including the
date of the giving of such notice to and including the date when the Initial Purchasers,
the Holders of the
Securities and any known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j). During the period during which the
Company is required to maintain an effective Shelf Registration Statement pursuant to this
Agreement, the Company will prior to the three-year expiration of that Shelf Registration
Statement file, and use its reasonable best efforts to cause to be declared effective
(unless it becomes effective automatically upon filing) within a period that avoids any
interruption in the ability of Holders of Securities covered by the expiring Shelf
Registration Statement to make
registered dispositions, a new registration statement
relating to the Securities, which shall be deemed the “Shelf Registration Statement” for
purposes of this Agreement.
(k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be.
(l) The Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or the Shelf
Registration and will make generally available to its security holders (or otherwise
provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days
after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning
with the first month of the Company’s first fiscal quarter commencing after the effective
date of the Registration Statement, which statement shall cover such 12-month period.
(m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.
(n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion of the Holder in the Shelf Registration Statement,
including requiring the Holder to properly complete and execute such selling security
Holder notice and questionnaires, and any amendments or supplements thereto, as the Company
may reasonably deem necessary or appropriate, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.
(o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.
(p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant
or other agent retained by the Holders of the Securities or any such underwriter at all
reasonable times and in a reasonable manner all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each case, as
shall be reasonably necessary to enable such persons, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall
be coordinated on behalf of the Initial Purchasers by you and on behalf of the other
parties, by one counsel designated by and on behalf of such other parties as described in
Section 4 hereof; and provided further, however, that any information that is designated in
writing by the Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by each such person, unless (A) the disclosure of
such information is necessary to avoid or correct a material misstatement or material
omission in such Registration Statement or prospectus, (B) such disclosure is made in
connection with a court proceeding, to any governmental or regulatory authority having
jurisdiction over each such person or their respective affiliates, or is reasonably
necessary in order to
establish a “due diligence” defense pursuant to Section 11 of the
Securities Act or (C) such information becomes available to the public generally or through
a third party without an accompanying obligation of confidentiality.
(q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the managing underwriters, if any)
addressed to such Holders and the managing underwriters, if any, thereof and dated, in the
case of the initial opinion, the effective date of such Shelf Registration Statement
covering such matters as are customarily covered in opinions given in connection with
underwritten offerings and such other matters as may be reasonably requested by such
holders and managing underwriters, if any; (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof requested by any underwriters of
the applicable Securities and (iii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is
provided in the Shelf Registration Statement to provide to the selling Holders of the
applicable Securities and any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.
(r) In the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel
to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion
in the form set forth in Sections 7(c) and 7(d) of the Purchase Agreement with such changes
as are customary in connection with the preparation of a Registration Statement and (ii)
its independent public accountants and the independent public accountants with respect to
any other entity for which financial information is provided in the Registration Statement
to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter,
in customary form, meeting the requirements as to the substance thereof as set forth in
Sections 7(a) and 7(h) of the Purchase Agreement, with appropriate date changes.
(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall xxxx, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.
(t) The Company will use its reasonable best efforts to (a) if the Initial Securities
have been rated prior to the initial sale of such Initial Securities, confirm such ratings
will apply to the Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such Registration
Statement, or by the managing underwriters, if any.
(u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will cooperate with such
broker-dealer in complying with the requirements of such Rules, including, without
limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a
“qualified independent underwriter” (as defined in Rule 2720)
to participate in the
preparation of the Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through
a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying
any such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with the
requirements of the Rules.
(v) The Company shall use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.
4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Cravath, Swaine & Xxxxx LLP, counsel for the Initial
Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the
Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event
of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for
the reasonable fees and disbursements of one firm of counsel designated by the Holders of a
majority in principal amount of the Initial Securities covered thereby to act as counsel for the
Holders of the Initial Securities in connection therewith.
5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to such Indemnified Party and furnished to the Company by or on behalf of such
Indemnified Party specifically for inclusion therein and (ii) with respect to any untrue statement
or omission or alleged untrue statement or omission made in any preliminary prospectus relating to
a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the
benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a
prospectus relating to such Securities was required to be delivered (including through satisfaction
of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however,
that this indemnity agreement will be in addition to any liability which the Company may otherwise
have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.
(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or
any actions in respect thereof, to which the Company or any such controlling person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company
for any legal or other expenses reasonably incurred by the Company or any such controlling person
in connection with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which such Holder
may otherwise have to the Company or any of its controlling persons.
(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified party, provided that
such consent is not unreasonably withheld or delayed, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.
(e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any
of the following events occur (each such event in clauses (i) through (vi) below a “Registration
Default”:
(i) If the Company fails to file an Exchange Offer Registration Statement with the
Commission on or prior to the 90th day after the Issue Date;
(ii) If the Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 210th day after the Issue Date or, if obligated to file a
Shelf Registration Statement pursuant to clause (i) of Section 2 above, a Shelf
Registration Statement is not declared effective by the Commission on or prior to the 210th
day after the Issue Date;
(iii) If the Exchange Offer is not consummated on or before the 40th day after the
Exchange Offer Registration Statement is declared effective;
(iv) If obligated to file the Shelf Registration Statement pursuant to clause (ii),
(iii) or (iv) of Section 2 above, the Company fails to file the Shelf Registration
Statement with the SEC on or prior to the 30th day (the “Shelf Filing Date”) after the date
on which the obligation to file a Shelf Registration Statement arises;
(v) If obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii)
or (iv) of Section 2 above, the Shelf Registration Statement is not declared effective on
or prior to the 90th day after the Shelf Filing Date; or
(vi) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is declared (or becomes automatically)
effective and during the period when such Exchange Offer Registration Statement or Shelf
Registration Statement is required to be kept effective, (A) such Registration Statement
ceases to be effective; or (B) such
Registration Statement or the related prospectus ceases
to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer
Restricted Securities because either (1) any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules
thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has
expired before a replacement Shelf Registration Statement has become effective.
Additional Interest shall accrue on the Initial Securities over and above the interest set forth in
the title of the Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults have been cured, at a
rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a
Registration Default, and such rate will increase by an additional 0.25% per annum with respect to
each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum
additional interest rate of 1.0% per annum.
(b) A Registration Default referred to in Section 6(a)(vi)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall
be payable in accordance with the above paragraph from the day such Registration Default occurs
until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) through (vi) of Section
6(a) above will be payable in cash on the regular interest payment dates with respect to the
Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied
by a fraction, the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.
(d) ”Transfer Restricted Securities” means each Security until (i) the date on which such
Security has been exchanged by a person other than a broker-dealer for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer
in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which
such
Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the
date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement,
(iii) the date on which such Initial Security has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which
such Initial Securities are distributed to the public pursuant to Rule 144 under the Securities Act
or is saleable pursuant to Rule 144(k) under the Securities Act.
7. Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the reasonable request
of any Holder of Initial Securities, make publicly available other information so long as necessary
to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Initial Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Initial Securities without
registration under the Securities Act within the
limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.
8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.
No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.
9. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.
(b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.
(2) if
to the Initial Purchasers:
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Fax No.: (000) 000-0000
Attention: LCD-IBD Group
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Fax No.: (000) 000-0000
Attention: LCD-IBD Group
with a copy to:
Cravath, Swaine & Xxxxx LLP
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx III, Esq.
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx III, Esq.
(3) if to the Company, at its address as follows:
CHS/Community Health System, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
with a copy to:
Xxxxxxxx & Xxxxx LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq.
All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.
(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.
(d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.
(e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its
affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such required percentage.
If the foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial Purchasers, the Company and
the Guarantors in accordance with its terms.
| Very truly yours, CHS/Community Health Systems, Inc. |
||||
| By: | /s/ W. Xxxxx Xxxx
|
|||
| Name: | W. Xxxxx Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| Community Health Systems, Inc. |
||||
| By: | /s/ W. Xxxxx Xxxx
|
|||
| Name: | W. Xxxxx Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
[SIGNATURE PAGES CONTINUED]
| Centre Hospital Corporation Cullman Hospital Corporation Xxxxx Hospital Corporation Fort Xxxxx Hospital Corporation Greenville Hospital Corporation Forrest City Arkansas Hospital Company, LLC Xxxxxxx City Clinic Company, LLC Xxxxxxx City Hospital Corporation Xxxxxxxx Hospital Corporation Payson Hospital Corporation Chesterfield/Marlboro, L.P. CHHS Holdings, LLC Cleveland Regional Medical Center, L.P. Community GP Corp. Community Health Investment Corporation Community Health Systems, Inc. Community LP Corp. Fallbrook Hospital Corporation FWCT-1 Acquisition Corporation Hallmark Healthcare Corporation Hospital of Barstow, Inc. Lancaster Hospital Corporation National Healthcare of Cleveland, Inc. National Healthcare of Cullman, Inc. National Healthcare of Decatur, Inc. National Healthcare of Hartselle, Inc. National Healthcare of Leesville, Inc. National Healthcare of Mt. Xxxxxx, Inc. National Healthcare of Newport, Inc. NWI Hospital Holdings, LLC Pennsylvania Hospital Company, LLC Phoenixville Hospital Company, LLC Pottstown Hospital Company, LLC Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC Watsonville Hospital Corporation Xxxx Hospital Corporation Xxxx Hospital Holdings, LLC Xxxxxx Regional Hospital, Inc. Xxxx Hospital Corporation Galesburg Hospital Corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx
|
|||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President, Finance and Treasurer |
|||
[SIGNATURE PAGES CONTINUED]
| Granite City Hospital Corporation Granite City Illinois Hospital Company, LLC Xxxxxx Hospital Corporation Red Bud Hospital Corporation Red Bud Illinois Hospital Company, LLC Waukegan Hospital Corporation Waukegan Illinois Hospital Company, LLC Hospital of Xxxxxx, Inc. Hospital of Louisa, Inc. Xxxxxxx Hospital Corporation Emporia Hospital Corporation Farmington Hospital Corporation Farmington Missouri Hospital Company, LLC Kirksville Hospital Corporation Xxxxxxx Hospital, Inc. Williamston Hospital Corporation Salem Hospital Corporation Xxxxxx Hospital Corporation Roswell Hospital Corporation San Xxxxxx Hospital Corporation Xxx County Hospital Corporation Xxx County Oklahoma Hospital Company, LLC CHS Berwick Hospital Corporation Clinton Hospital Corporation Coatesville Hospital Corporation Northampton Hospital Corporation Sunbury Hospital Corporation West Grove Hospital Corporation Brownsville Hospital Corporation Cleveland Hospital Corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx
|
|||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President, Finance and Treasurer |
|||
[SIGNATURE PAGES CONTINUED]
| Dyersburg Hospital Corporation Hospital of Morristown, Inc. Xxxxxxx Hospital Corporation Jackson, Tennessee Hospital Company, LLC Lakeway Hospital Corporation Lexington Hospital Corporation Xxxxxx Hospital Corporation XxXxxxxx Hospital Corporation McNairy Hospital Corporation Shelbyville Hospital Corporation Sparta Hospital Corporation Big Bend Hospital Corporation Big Spring Hospital Corporation Granbury Hospital Corporation Jourdanton Hospital Corporation NHCI of Hillsboro, Inc. Xxxxxxxxxxx Hospital Corporation Weatherford Texas Hospital Company, LLC Tooele Hospital Corporation Franklin Hospital Corporation Petersburg Hospital Company, LLC Xxxxxxx County Medical Center, Inc. Virginia Hospital Company, LLC Oak Hill Hospital Corporation Evanston Hospital Corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx
|
|||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President, Finance and Treasurer |
|||
| CHS Holdings Corp. Hallmark Holdings Corp. |
||||
| By: | /s/ Xxxxxxxx Xxxxx
|
|||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | President | |||
[SIGNATURE PAGES CONTINUED]
The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
| Credit Suisse Securities (USA) LLC |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Director | |||
| Wachovia Capital Markets, LLC |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Managing Director | |||
Acting on behalf of themselves and as the Representatives of the Several Purchasers
