GUARANTEE AND COLLATERAL AGREEMENT dated as of July 25, 2007 among CHS/COMMUNITY HEALTH SYSTEMS, INC., COMMUNITY HEALTH SYSTEMS, INC., the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral Agent
Exhibit 10.2
EXECUTION COPY
dated as of
July 25, 2007
among
CHS/COMMUNITY HEALTH SYSTEMS, INC.,
COMMUNITY HEALTH SYSTEMS, INC.,
the Subsidiaries of the Borrower
from time to time party hereto
and
CREDIT SUISSE,
as Collateral Agent
as Collateral Agent
[CS&M
Ref. No. 5865-525]
EXECUTION COPY
TABLE OF CONTENTS
Page | ||||
ARTICLE I |
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Definitions |
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SECTION 1.01. Credit Agreement |
1 | |||
SECTION 1.02. Other Defined Terms |
1 | |||
ARTICLE II |
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Guarantee |
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SECTION 2.01. Guarantee |
6 | |||
SECTION 2.02. Guarantee of Payment |
6 | |||
SECTION 2.03. No Limitations, Etc. |
6 | |||
SECTION 2.04. Reinstatement |
7 | |||
SECTION 2.05. Agreement To Pay; Subrogation |
7 | |||
SECTION 2.06. Information |
7 | |||
ARTICLE III |
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Pledge of Securities |
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SECTION 3.01. Pledge |
8 | |||
SECTION 3.02. Delivery of the Pledged Collateral |
9 | |||
SECTION 3.03. Representations, Warranties and Covenants |
9 | |||
SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests |
10 | |||
SECTION 3.05. Registration in Nominee Name; Denominations |
11 | |||
SECTION 3.06. Voting Rights; Dividends and Interest, Etc. |
11 | |||
ARTICLE IV |
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Security Interests in Personal Property |
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SECTION 4.01. Security Interest |
13 | |||
SECTION 4.02. Representations and Warranties |
15 | |||
SECTION 4.03. Covenants |
18 | |||
SECTION 4.04. Other Actions |
21 | |||
SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral |
23 |
ii
Page | ||||
ARTICLE V |
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Remedies |
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SECTION 5.01. Remedies Upon Default |
24 | |||
SECTION 5.02. Application of Proceeds |
26 | |||
SECTION 5.03. Grant of License to Use Intellectual Property |
27 | |||
SECTION 5.04. Securities Act, Etc. |
27 | |||
ARTICLE VI |
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Indemnity, Subrogation and Subordination |
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SECTION 6.01. Indemnity and Subrogation |
28 | |||
SECTION 6.02. Contribution and Subrogation |
28 | |||
SECTION 6.03. Subordination |
29 | |||
ARTICLE VII |
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Miscellaneous |
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SECTION 7.01. Notices |
29 | |||
SECTION 7.02. Security Interest Absolute |
29 | |||
SECTION 7.03. Survival of Agreement |
30 | |||
SECTION 7.04. Binding Effect; Several Agreement |
30 | |||
SECTION 7.05. Successors and Assigns |
30 | |||
SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification |
31 | |||
SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact |
31 | |||
SECTION 7.08. Applicable Law |
32 | |||
SECTION 7.09. Waivers; Amendment |
32 | |||
SECTION 7.10. WAIVER OF JURY TRIAL |
33 | |||
SECTION 7.11. Severability |
33 | |||
SECTION 7.12. Counterparts |
33 | |||
SECTION 7.13. Headings |
34 | |||
SECTION 7.14. Jurisdiction; Consent to Service of Process |
34 | |||
SECTION 7.15. Termination or Release |
34 | |||
SECTION 7.16. Additional Subsidiaries |
35 | |||
SECTION 7.17. Right of Setoff |
36 |
iii
Schedules |
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Schedule I
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Exact Legal Names of Each Grantor | |
Schedule II
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Subsidiary Guarantors | |
Schedule III
|
Equity Interests; Stock Ownership; Pledged Debt Securities | |
Schedule IV
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Debt Instruments; Advances | |
Schedule V
|
Mortgage Filings | |
Schedule VI
|
Intellectual Property | |
Schedule VII
|
Commercial Tort Claims | |
Exhibits |
||
Exhibit A
|
Form of Supplement |
GUARANTEE AND COLLATERAL
AGREEMENT dated as of July 25, 2007 (this “Agreement”), among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the
“Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware
corporation (“Parent”), the Subsidiaries from time to time party
hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent
(in such capacity, the “Collateral Agent”).
Reference is made to the Credit Agreement dated as of July 25, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Parent, the lenders from time to time party thereto (each, a “Lender” and collectively, the
“Lenders”) and Credit Suisse, as administrative agent (in such capacity, the “Administrative
Agent”) and Collateral Agent.
The Lenders and the Issuing Bank (such term and each other capitalized term used but not
defined in this preliminary statement having the meaning given or ascribed to it in Article I)
have agreed to extend credit to the Borrower pursuant to, and upon the terms and conditions
specified in, the Credit Agreement. The obligations of the Lenders and the Issuing Bank to extend
credit to the Borrower are conditioned upon, among other things, the execution and delivery of
this Agreement by the Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrower,
will derive substantial benefits from the extension of credit to the Borrower pursuant to the
Credit Agreement and is willing to execute and deliver this Agreement in order to induce the
Lenders and the Issuing Bank to extend such credit. Accordingly, the parties hereto agree as
follows:
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not
otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized
terms defined in the New York UCC (as such term is defined herein) and not defined in this
Agreement have the meanings specified therein. All references to the Uniform Commercial Code
shall mean the New York UCC.
(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to
this Agreement.
SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:
2
“Accounts Receivable” shall mean all Accounts and all right, title and interest in any
returned goods, together with all rights, titles, securities and guarantees with respect thereto,
including any rights to stoppage in transit, replevin, reclamation and resales, and all related
security interests, liens and pledges, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.
“Administrative Agent” shall have the meaning assigned to such term in the preliminary
statement.
“Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01.
“Borrower” shall have the meaning assigned to such term in the preamble.
“Cash Management Arrangements” shall mean overdraft protections, netting services and similar
arrangements arising from treasury, depository and cash management services, any automated clearing
house transfers of funds or any credit card or similar services, in each case in the ordinary
course of business.
“Collateral” shall mean the Article 9 Collateral and the Pledged Collateral.
“Collateral Agent” shall have the meaning assigned to such term in the preamble.
“Copyright License” shall mean any written agreement, now or hereafter in effect, granting
any right to any third person under any registered copyright now or hereafter owned by any Grantor
or that such Grantor otherwise has the right to license, or granting any right to any Grantor
under any registered copyright now or hereafter owned by any third person, and all rights of such
Grantor under any such agreement.
“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all registered copyright rights in any work subject to the copyright laws of the United States
or any other country, whether as author, assignee, transferee or otherwise, and (b) all
registrations and applications for registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office (or any successor office or
any similar office in any other country), including those registered and pending copyrights listed
on Schedule VI.
“Federal Securities Laws” shall have the meaning assigned to such term in Section 5.04.
“General Intangibles” shall mean all choses in action and causes of action and all other
intangible personal property of any Grantor of every kind and nature (other than Accounts) now
owned or hereafter acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other
3
unincorporated entities, corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee, Hedging
Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax
refund claims and any letter of credit, guarantee, claim, security interest or other security held
by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.
“Grantors” shall mean the Borrower and the Guarantors.
“Guarantors”
shall mean Parent and the Subsidiary Guarantors.
“Intellectual Property” shall mean all intellectual property of any Grantor of every kind and
nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation and registrations, and all additions and
improvements to any of the foregoing.
“License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense agreement relating to Intellectual Property to which any Grantor is a party,
including those listed on Schedule VI.
“Loan Document Obligations” shall mean (a) the due and punctual payment of (i) the principal
of and interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under
the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in
respect of reimbursement of disbursements, interest thereon and obligations to provide cash
collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the
due and punctual performance of all other obligations of the Borrower under or pursuant to the
Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement
and each of the other Loan Documents.
“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
State of New York.
“Obligations” shall mean (a) the Loan Document Obligations and (b) the due and punctual
payment and performance of all obligations of each Loan Party under
4
each Hedging Agreement or Cash Management Arrangement that (i) is in effect on the Closing Date
with a counterparty that is the Administrative Agent or a Lender or an Affiliate of the
Administrative Agent or a Lender as of the Closing Date or (ii) is entered into after the Closing
Date with any counterparty that is the Administrative Agent or a Lender or an Affiliate of the
Administrative Agent or a Lender at the time such Hedging Agreement or Cash Management Arrangement
is entered into; provided, however, that the aggregate amount of obligations under Cash Management
Arrangements that shall constitute “Obligations” hereunder shall not exceed $200,000,000 at any
time.
“Parent” shall have the meaning assigned to such term in the preamble.
“Patent License” shall mean any written agreement, now or hereafter in effect, granting to
any third person any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or
granting to any Grantor any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any third person, is in existence, and all rights of any Grantor under any such
agreement.
“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a)
all letters patent of the United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office (or any successor or any similar
offices in any other country), including those listed on Schedule VI, and (b) all reissues,
continuations, divisions, continuations-in-part, renewals or extensions thereof, and the
inventions disclosed or claimed therein, including the right to exclude others from making, using
and/or selling the inventions disclosed or claimed therein.
“Pledged Collateral” shall have the meaning assigned to such term in Section 3.01.
“Pledged Debt Securities” shall have the meaning assigned to such term in Section 3.01.
“Pledged Securities” shall mean any promissory notes, stock certificates or other securities
now or hereafter included in the Pledged Collateral, including all certificates, instruments or
other documents representing or evidencing any Pledged Collateral.
“Pledged Stock” shall have the meaning assigned to such term in Section 3.01.
“Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral
Agent, (d) any Issuing Bank, (e) each counterparty to any Hedging Agreement or Cash Management
Arrangement with a Loan Party that either (i) is in effect on the Closing Date if such counterparty
is the Administrative Agent, a
5
Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (ii) is
entered into after the Closing Date if such counterparty is the Administrative Agent, a Lender or
an Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement or Cash
Management Arrangement is entered into, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document and (g) the successors and permitted assigns
of each of the foregoing.
“Security Interest” shall have the meaning assigned to such term in Section 4.01.
“Subsidiary Guarantors” shall mean (a) the Subsidiaries identified on Schedule II hereto as
Subsidiary Guarantors and (b) each other Subsidiary that becomes a party to this Agreement as a
Subsidiary Guarantor after the Closing Date.
“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to
any third person any right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any right to use any
trademark now or hereafter owned by any third person, and all rights of any Grantor under any such
agreement.
“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all registered trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos, other source or
business identifiers, designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all registration and recording
applications filed in connection therewith, including registrations and applications for
registration (other than intent-to-use applications) in the United States Patent and Trademark
Office (or any successor office) or any similar offices in any State of the United States, and all
extensions or renewals thereof, including those listed on Schedule VI, and (b) all goodwill
associated therewith or symbolized thereby.
“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent,
the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender
has made its portion of the applicable Borrowing available to the Administrative Agent as
contemplated by Section 2.02(d) of the Credit Agreement and (ii) with respect to which a
corresponding amount shall not in fact have been returned to the Administrative Agent by the
Borrower or made available to the Administrative Agent by any such Lender, (b) with respect to the
Swingline Lender, the aggregate amount, if any, of participations in respect of any outstanding
Swingline Loan that shall not have been funded by the Revolving Credit Lenders in accordance with
Section 2.22(e) of the Credit Agreement and (c) with respect to any Issuing Bank, the aggregate
amount, if any, of participations in respect of any outstanding L/C Disbursement that shall not
have been funded by the Revolving Credit Lenders in accordance with Sections 2.23(d) and 2.02(f)
of the Credit Agreement.
6
ARTICLE II
Guarantee
SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may
be extended or renewed, in whole or in part, without notice to or further assent from it, and that
it will remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation, and hereby waives any provision of applicable law to the contrary that may be waived
by such Guarantor. Each Guarantor waives presentment to, demand of payment from and protest to the
Borrower or any other Loan Party of any Obligation, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.
SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require
that any resort be had by the Collateral Agent or any other Secured Party to any security held for
the payment of the Obligations or credit on the books of the Collateral Agent or any other Secured
Party in favor of the Borrower or any other person.
SECTION 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations
hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert
any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or
otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of
the terms or provisions of, any Loan Document or any other agreement, including with respect to
any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to
perfect any Lien on or security interest in, any security held by the Collateral Agent or any
other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful
or otherwise, in the performance of the Obligations or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of all the Obligations (other than unasserted contingent indemnity obligations)). To
the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral
Agent to take and hold security for the payment and performance of the Obligations, to exchange,
waive or release any or all such security (with or without consideration), to enforce or apply
such security and direct
7
the order and manner of any sale thereof in its sole discretion or to release or substitute any
one or more other guarantors or obligors upon or in respect of the Obligations, all without
affecting the obligations of any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the payment in full in cash of all
the Obligations. To the fullest extent permitted by applicable law, upon the occurrence and during
the continuance of an Event of Default, the Collateral Agent and the other Secured Parties may, at
their election, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Obligations, make any other accommodation with the Borrower or any other
Loan Party or exercise any other right or remedy available to them against the Borrower or any
other Loan Party, without adversely affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations have been paid in full in cash. To the
fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other Loan Party, as the case may be, or any security.
SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or
otherwise.
SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured Party has at law or
in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other
Loan Party to pay any Obligation owed by such party when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will, promptly upon written notice thereof from the Collateral Agent, forthwith
pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured
Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to
the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any
other Guarantor arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.
SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s and each other Loan Party’s financial condition and assets and
of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature,
scope and extent of the risks that such
8
Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other
Secured Party will have any duty to advise such Guarantor of information known to it or any of
them regarding such circumstances or risks.
ARTICLE III
Pledge of Securities
SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full
of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors
and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under
(a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity
Interests listed on Schedule III), (ii) any other Equity Interests obtained in the future by such
Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing
collectively referred to herein as the “Pledged Stock”); (provided, however, that the Pledged Stock
shall not include (A) more than 65% of the outstanding voting Equity Interests in any Foreign
Subsidiary, (B) any Equity Interest in any Non-Significant Subsidiary or (C) any Equity Interest in
any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture
Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any
applicable Contractual Obligation or requirement of law), (b)(i) the debt securities held by such
Grantor on the date hereof (including all such debt securities listed opposite the name of such
Grantor on Schedule III), (ii) any debt securities in the future issued to such Grantor and (iii)
the promissory notes and any other instruments evidencing such debt securities (excluding any
promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to
herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held
by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06,
all payments of principal or interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of, in exchange for or upon the
conversion of, and all other Proceeds received in respect of, the securities referred to in clauses
(a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with
respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above,
and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f)
above being collectively referred to as the “Pledged Collateral”).
TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and permitted assigns, for the ratable benefit of the Secured Parties, forever;
subject, however, to the terms, covenants and conditions hereinafter set forth.
9
SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver
or cause to be delivered to the Collateral Agent any and all certificates, promissory notes,
instruments or other documents representing or evidencing Pledged Securities (other than Pledged
Debt Securities with a face amount less than $1,000,000).
(b) Subject to the Post-Closing Letter Agreement, each Grantor agrees
promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Debt Securities with a face amount in excess of $1,000,000.
(c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or
document representing or evidencing Pledged Securities shall be accompanied by undated
stock powers duly executed in blank or other undated instruments of transfer satisfactory
to the Collateral Agent and duly executed in blank and by such other instruments and
documents as the Collateral Agent may reasonably request and (ii) all other property
comprising part of the Pledged Collateral shall be accompanied by proper instruments of
assignment duly executed by the applicable Grantor and such other instruments or
documents as the Collateral Agent may reasonably request. Each delivery of Pledged
Securities shall be accompanied by a schedule describing the applicable securities, which
schedule shall be attached hereto as Schedule III and made a part hereof; provided that
failure to attach any such schedule hereto shall not affect the validity of the pledge of such
Pledged Securities. Each schedule so delivered shall supplement any prior schedules so
delivered.
SECTION 3.03. Representations, Warranties and Covenants. The
Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent,
for the benefit of the Secured Parties, that:
(a) As of the date hereof, Schedule III correctly sets forth the
percentage of the issued and outstanding shares of each class of the Equity
Interests of the issuer thereof represented by such Pledged Stock and includes all
Equity Interests, debt securities and promissory notes required to be pledged
hereunder (to the extent not waived or extended in accordance with the terms of
the Credit Agreement);
(b) Subject to the Post-Closing Letter Agreement, as of the date hereof,
Schedule IV correctly sets forth all promissory notes and other evidence of
indebtedness required to be pledged hereunder including all intercompany notes
between Parent and any subsidiary of Parent and any subsidiary of Parent and any
other such subsidiary;
(c) the Pledged Stock and Pledged Debt Securities have been duly and
validly authorized and issued by the issuers thereof and (i) in the case of Pledged
Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt
Securities, are legal, valid and binding obligations of the issuers thereof;
10
(d) except for the security interests granted hereunder (or otherwise
permitted under the Credit Agreement or the other Loan Documents), each
Grantor (i) is and, subject to any transfers made in compliance with the Credit
Agreement, will continue to be the direct owner, beneficially and of record, of the
Pledged Securities indicated on Schedule III as owned by such Grantor, (ii) holds
the same free and clear of all Liens other than Liens permitted by Section 6.02 of
the Credit Agreement, and (iii) will not create or permit to exist any security
interest in or other Lien on, the Pledged Collateral, other than transfers made in
compliance with the Credit Agreement or the other Loan Documents;
(e) except for restrictions and limitations imposed by the Loan
Documents or securities or other laws generally, the Pledged Collateral is and will
continue to be freely transferable and assignable, and none of the Pledged
Collateral is or will be subject to any option, right of first refusal, shareholders
agreement, charter or by-law provisions or contractual restriction of any nature
that might prohibit, impair, delay or otherwise affect the pledge of such Pledged
Collateral hereunder, the sale or disposition thereof pursuant hereto or the
exercise by the Collateral Agent of rights and remedies hereunder other than
Liens permitted by Section 6.02 of the Credit Agreement;
(f) each Grantor (i) has the power and authority to pledge the Pledged
Collateral pledged by it hereunder in the manner hereby done or contemplated and
(ii) will defend its title or interest thereto or therein against any and all Liens
(other than any Lien created or permitted by the Loan Documents), however
arising, of all persons whomsoever;
(g) no material consent or approval of any Governmental Authority or,
any securities exchange was or is necessary to the validity of the pledge effected
hereby (other than such as have been obtained and are in full force and effect);
(h) by virtue of the execution and delivery by each Grantor of this Agreement, when
any Pledged Securities are delivered to the Collateral Agent in accordance with this
Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority
lien upon and security interest in such Pledged Securities as security for the payment and
performance of the Obligations; and
(i) the pledge effected hereby is effective to vest in the Collateral Agent, for the
ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged
Collateral as set forth herein.
SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership
Interests. If any Pledged Collateral is not a security pursuant to Section 8-103 of the UCC, no
Grantor shall take any action that, under such Section, converts such Pledged Collateral into a
security without causing the issuer thereof to issue to it certificates or instruments evidencing
such Pledged Collateral, which it shall promptly deliver to the Collateral Agent as provided in
Section 3.02.
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SECTION 3.05. Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion), upon the occurrence and during the continuance of an Event of Default, to hold the
Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as
sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the
Collateral Agent. Each Grantor will promptly give to the Collateral Agent copies of any material
written notices or other material written communications received by it with respect to Pledged
Securities in its capacity as the registered owner thereof. After the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall at all times have the right to
exchange the certificates representing Pledged Securities for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.
SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of
Default shall have occurred and be continuing and the Collateral Agent shall have given the
Grantors notice of its intent to exercise its rights under this Agreement (which notice shall be
deemed to have been given immediately upon the occurrence of an Event of Default under paragraph
(g) or (h) of Article VII of the Credit Agreement):
(i) Each Grantor shall be entitled to exercise any and all voting and/or
other consensual rights and powers inuring to an owner of Pledged Securities or
any part thereof for any purpose consistent with the terms of this Agreement, the
Credit Agreement and the other Loan Documents; provided, however, that such rights
and powers shall not be exercised in any manner that could reasonably be expected
to materially and adversely affect the rights inuring to a holder of any Pledged
Securities or the rights and remedies of any of the Collateral Agent or the other
Secured Parties under this Agreement or the Credit Agreement or any other Loan
Document or the ability of the Secured Parties to exercise the same.
(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause
to be executed and delivered to each Grantor, all such proxies, powers of attorney
and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and/or consensual rights and powers
it is entitled to exercise pursuant to paragraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in
respect of the Pledged Securities to the extent and only to the extent that such
dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of the
Credit Agreement, the other Loan Documents and applicable law; provided, however,
that any noncash dividends, interest, principal or other distributions that would
constitute Pledged Stock or
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Pledged Debt Securities, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any Pledged
Securities or received in exchange for Pledged Securities or any part thereof, or
in redemption thereof, or as a result of any merger, consolidation, acquisition
or other exchange of assets to which such issuer may be a party or otherwise,
shall be and become part of the Pledged Collateral, and, if received by any
Grantor, shall not be commingled by such Grantor with any of its other funds or
property but shall be held separate and apart therefrom, shall be held in trust
for the ratable benefit of the Secured Parties and shall be forthwith delivered
to the Collateral Agent in the same form as so received (with any necessary
endorsement or instrument of assignment). This paragraph (iii) shall not apply to
dividends between or among the Borrower, the Guarantors and any Subsidiaries only
of property subject to a perfected security interest under this Agreement.
(b) To the fullest extent permitted by applicable law, upon the occurrence
and during the continuance of an Event of Default, after the Collateral Agent shall have
notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of
the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of
any Grantor to dividends, interest, principal or other distributions that such Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall have the
sole and exclusive right and authority to receive and retain such dividends, interest,
principal or other distributions. All dividends, interest, principal or other distributions
received by any Grantor contrary to the provisions of this Section 3.06 shall be held in
trust for the benefit of the Collateral Agent, shall be segregated from other property or
funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon
demand in the same form as so received (with any necessary endorsement or instrument of
assignment). Any and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of
Section 5.02. After all Events of Default have been cured or waived and each applicable
Grantor has delivered to the Administrative Agent certificates to that effect, the Collateral
Agent shall, promptly after all such Events of Default have been cured or waived, repay to
each applicable Grantor (without interest) all dividends, interest, principal or other
distributions that such Grantor would otherwise be permitted to retain pursuant to the
terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default,
after the Collateral Agent shall have notified (or shall be deemed to have notified pursuant
to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(i) of
this Section 3.06, then all rights of any Grantor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06,
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shall cease, and, subject to compliance with any applicable healthcare laws, all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and
authority to exercise such voting and consensual rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to
time following and during the continuance of an Event of Default to permit the Grantors to
exercise such rights. After all Events of Default have been cured or waived and each applicable
Grantor has delivered to the Administrative Agent a certificate to that effect, such voting and
consensual rights shall automatically vest in the applicable Grantor, and the Collateral Agent
shall (1) take such steps reasonably requested by the applicable Grantor, at such Grantor’s
expense, to allow all Pledged Securities registered under its name to be registered under the name
of the applicable Grantor and (2) promptly repay to each applicable Grantor (without interest) all
dividends, interest, principal or other distributions that such Grantor would otherwise have been
permitted to retain pursuant to the terms of paragraph (a) of this Section 3.06 that were not
applied to repay the Obligations.
(d) Any notice given by the Collateral Agent to the Grantors exercising its rights under
paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given to one or more of the Grantors at the same or different times and (iii) may
suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without
suspending all such rights (as specified by the Collateral Agent in its sole and absolute
discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give
additional notices from time to time suspending other rights so long as an Event of Default has
occurred and is continuing.
ARTICLE IV
Security Interests in Personal Property
SECTION 4.01. Security Interest. (a) As security for the payment or performance, as the case
may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral
Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and
hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable
benefit of the Secured Parties, a security interest (the “Security Interest”), in all right,
title or interest in or to any and all of the following assets and properties now owned or at any
time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
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(v) all General Intangibles;
(vi) all Instruments;
(vii) all Inventory;
(viii) all Investment Property;
(ix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(xii) to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all collateral security and guarantees given by any
person with respect to any of the foregoing.
Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in any (I) General Intangible,
Instrument, license, property right, permit or any other contract or agreement to which a Grantor
is a party or any of its rights or interests thereunder if and for so long as the grant of such
security interest shall constitute or result in (x) the abandonment, invalidation or
unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid
and enforceable restriction in respect of such General Intangible, Instrument, license, property
right, permit or any other contract or agreement or other such rights (1) in favor of a third party
or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a
breach or termination (or result in any party thereto having the right to terminate) pursuant to
the terms of, or a default under, such General Intangible, Instrument, license, property right,
permit or any other contract or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any
other applicable law or principles of equity); provided, however, that such security interest shall
attach immediately at such time as the condition causing such abandonment, invalidation,
unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent
severable, shall attach immediately to any portion of such General Intangible, Instrument, license,
property right, permit or any other contract or agreement that does not result in any of the
consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds
of such General Intangible, Instrument, license, property rights, permit or any other contract or
agreement; (II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary,
(III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any
Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture
Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any
applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to
certificate of title, (VI) any asset that requires perfection through control agreements
(including, to the extent required in the relevant
15
jurisdiction for deposit accounts and investment property), (VII) any minority Equity Interests,
(VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the
cost of creating and/or perfecting a security interest therein is excessive in relation to the
benefit to the Secured Parties or that the granting or perfection of a security interest therein
would violate applicable law or regulation and (IX) any assets (other than any General
Intangible, Instrument, license, property right, permit or any other contract or agreement) owned
by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit
Agreement, to the extent and for so long as such Lien exists and the terms of the Indebtedness or
other obligations secured thereby prevent the grant of a security interest in such assets
hereunder.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time
to time to file in any relevant jurisdiction any initial financing statements (including fixture
filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that
(i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect,
and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A)
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor and (B) in the case of a financing statement filed as
a fixture filing, a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon
request.
(c) Each Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the
date hereof.
The Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office) such documents as
may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Grantor, without the signature of any Grantor,
and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(d) The Security Interest is granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.
SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent
and warrant to the Collateral Agent and the Secured Parties that:
(a) Each Grantor has good and valid rights in and marketable title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder
and has full power and authority to grant to the Collateral Agent, for the ratable
benefit of the Secured Parties, the Security Interest in such Article 9 Collateral
pursuant hereto and to execute, deliver and perform its
16
obligations in accordance with the terms of this Agreement, without the consent or approval of any
other person other than any consent or approval that has been obtained or any other consent where
the failure to obtain such consent could not reasonably be expected to have a Material Adverse
Effect.
(b) The Schedules attached hereto have been duly prepared and completed and the
information set forth therein (including (x) the exact legal name of each Grantor in Schedule I and
(y) the jurisdiction of organization of each Grantor in Schedule I) is true and correct in all
material respects as of the Closing Date. Uniform Commercial Code financing statements (including
fixture filings, as applicable) or other appropriate filings, recordings or registrations
containing a description of the Article 9 Collateral have been prepared by the Collateral Agent
based upon the information provided to the Administrative Agent and the Secured Parties in the
applicable Schedules attached hereto for filing in each governmental, municipal or other office
specified in Schedule I (or specified by notice from the Borrower to the Administrative Agent after
the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or
5.12 of the Credit Agreement), which are all the filings, recordings and registrations (other than
filings required to be made in the United States Patent and Trademark Office and the United States
Copyright Office in order to perfect the Security Interest in the Article 0 Xxxxxxxxxx xxxxxxxxxx
xx Xxxxxx Xxxxxx Patents, Trademarks and Copyrights (to the extent that perfection can be achieved
by such filings)) that are necessary to publish notice of and protect the validity of and to
establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the
ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the
Security Interest may be perfected by filing, recording or registration in the United States
(or any political subdivision thereof) and its territories and possessions, and no further
or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary
in any such jurisdiction, except as provided under applicable law with respect to the filing of
continuation statements. Each Grantor represents and warrants that a fully executed short form
agreement in form and substance reasonably satisfactory to the Collateral Agent, and containing a
description of all Article 9 Collateral consisting of pending and issued United States Patents and
United States Trademarks and United States Copyrights will be delivered to the Collateral Agent as
of or prior to the Closing Date for timely recording with the United States Patent and Trademark
Office and the United States Copyright Office pursuant to 00 X.X.X. §000, 00 X.X.X. §0000 or 17
U.S.C. §205 and the regulations thereunder.
(c) As of the date hereof, Schedule I correctly sets forth (i) the exact legal name of each
Grantor, as such name appears in its respective certificate of formation; (ii) the jurisdiction of
formation of each Grantor that is a registered organization; (iii) the Organizational
Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a
registered organization; (iv) the
17
chief executive office of each Grantor; and (v) all locations where Grantor maintains any material
books or records relating to any Accounts Receivables.
(d) As of the date hereof, Schedule V correctly sets forth, with respect to each Mortgaged
Property, (i) the exact name of the person that owns such property as such name appears in
its certificate of formation or other organizational document; (ii) if different from the
name identified pursuant to clause (i), the exact name of the current record owner of such property
reflected in the records of the filing office for such property identified pursuant to the
following clause (iii); and (iii) the filing office in which a mortgage with respect to such
property must be filed or recorded in order for the Collateral Agent to obtain a perfected security
interest therein.
(e) As of the date hereof, Schedule VI correctly sets forth, in proper form for filing with
(a) the United States Patent and Trademark Office a list of each issued and pending Patents and
Trademarks, including, as applicable, the name of the registered owner and the registration number
of each Patent and Trademark owned by any Grantor and (b) the United States Copyright Office a
list of each Copyright, including the name of the registered owner and the registration number of
each Copyright owned by any Grantor.
(f) The Security Interest constitutes (i) a legal and valid security interest in all Article
9 Collateral securing the payment and performance of the Obligations, (ii) subject to the
qualifications and filings described in Section 4.02(b) (including payment of applicable
fees in connection therewith), a perfected security interest in all Article 9 Collateral in which
and to the extent a security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or
other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in
all Article 9 Collateral in which a security interest may be perfected upon the receipt and
recording of this Agreement with the United States Patent and Trademark Office and the United
States Copyright Office, as applicable. The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens
expressly permitted pursuant to
Section 6.02 of the Credit Agreement or the other Loan Documents that have priority as a matter of law.
(g) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for
Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or the other Loan
Documents. No Grantor has filed or consented to the filing of (i) any financing statement or
analogous document under the Uniform Commercial Code or any other applicable laws covering any
Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Article 9 Collateral with the United States
Patent and Trademark Office or the United
18
States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any
assignment in which any Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with any foreign
governmental, municipal or other office, which financing statement or analogous document,
assignment, security agreement or similar instrument is still in effect, except, in each
case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or
the other Loan Documents. As of the date hereof, no Grantor holds any Commercial Tort
Claims in an amount in excess of $5,000,000 except as indicated on Schedule VII.
(c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 5.04(a) of the Credit Agreement, the Borrower shall
deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Borrower
setting forth in the format of Schedule VI all Intellectual Property of any Grantor in existence on
the date thereof that, if it had existed on the date hereof, would have been required to be listed
in such Schedule, and not then listed on such Schedules or previously so identified to the
Collateral Agent.
(d) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
necessary to defend title to the Article 9 Collateral against all persons and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof
against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.
19
(e) Each Grantor agrees, at its own expense, promptly to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such
actions as the Collateral Agent may from time to time reasonably request to obtain, preserve,
protect and perfect (to the extent that perfection can be achieved under any applicable law by such
filings and actions) the Security Interest and the rights and remedies created hereby, including
the payment of any fees and Taxes required in connection with the execution and delivery of this
Agreement, the granting of the Security Interest and the filing of any financing or continuation
statements (including fixture filings) or other documents in connection herewith or therewith. If
any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall
be or become evidenced by any promissory note or other instrument with a face amount in excess of
$1,000,000, such note or instrument shall be promptly pledged and delivered to the Collateral
Agent, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.
Without limiting the generality of the foregoing, each Grantor hereby authorizes the
Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by
supplementing Schedule VI or adding additional schedules hereto to identify specifically any asset
or item of a Grantor that may, in the Collateral Agent’s reasonable judgment, constitute
Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right,
exercisable within 30 days after it has been notified by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of
the representations and warranties made by such Grantor hereunder with respect to such Collateral.
Each Grantor agrees that it will use its commercially reasonable efforts to take such action as
shall be necessary, and which the Collateral Agent may from time to time reasonably request, in
order that all representations and warranties hereunder shall be true and correct in all material
respects with respect to such Collateral within 45 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral and any such request.
(f) The Collateral Agent and such persons as the Collateral Agent may designate shall have the
right to inspect, subject to a reasonable prior notice to each Grantor, the Article 9 Collateral,
all records related thereto (and to make extracts and copies from such records) and the premises
upon which any of the Article 9 Collateral is located, to discuss the applicable Grantor’s affairs
with the officers of such Grantor and its independent accountants and to verify the existence,
validity, amount, quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including, in the case of Accounts or other Article 9 Collateral in
the possession of any third person, after the occurrence and during the continuance of an Event of
Default, by contacting Account Debtors or the third person possessing such Article 9 Collateral for
the purpose of making such a verification, subject in each case to the requirements of applicable
law, including healthcare laws, data privacy and third party confidentiality obligations all at the
expense of the Borrower; provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only one such visit during any fiscal year shall be at the
Borrower’s expense. The Collateral Agent shall have the absolute
20
right to share any information it gains from such inspection or verification with any Secured
Party, subject in each case to the requirements of applicable law, including healthcare laws, data
privacy and third party confidentiality obligations.
(g) At its option, upon the occurrence and during the continuation of a Default or an Event of
Default, the Collateral Agent may with five Business Days’, prior written notice to the relevant
Grantor discharge past due Taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted
pursuant to Section 5.03 or Section 6.02 of the Credit Agreement, and may pay for the maintenance
and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required
by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent within five Business Days after written demand for any reasonable
payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing
any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Loan Documents.
(h) If at any time any Grantor shall take a security interest in any property of an Account
Debtor or any other person valued in excess of $1,000,000 to secure payment and performance of an
Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the
ratable benefit of the Secured Parties. Such assignment need not be filed of public record unless
necessary to continue the perfected status of the security interest against creditors of and
transferees from the Account Debtor or other person granting the security interest.
(i) Except to the extent otherwise expressly agreed by the Collateral Agent, each Grantor
shall remain liable to observe and perform all the conditions and obligations to be observed and
performed by it under each contract, agreement or instrument relating to the Article 9 Collateral,
all in accordance with the terms and conditions thereof, and each Grantor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and
against any and all liability for such performance in accordance with Section 7.06 of this
Agreement.
(j) No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the
Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral or
permit any notice to be filed under the Assignment of Claims Act, except, in each case, as
expressly permitted by Section 6.02 of the Credit Agreement. No Grantor shall make or permit to be
made any transfer of the Article 9 Collateral, except as permitted by the Credit Agreement.
(k) No Grantor will, without the Collateral Agent’s prior written consent, grant any
extension of the time of payment of any Accounts included in the Article 9
21
Collateral, compromise, compound or settle the same for less than the full amount thereof (unless
the aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of
$5,000,000), release, wholly or partly, any person liable for the payment thereof (unless the
aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of
$5,000,000) or allow any credit or discount whatsoever thereon (unless the aggregate amount of
such compromised or settled Accounts in any fiscal year is not in excess of $5,000,000), other than
extensions, credits, discounts, compromises, compoundings or settlements in each case granted or
made in the ordinary course of business.
(l) Each Grantor, at its own expense, shall maintain or cause to be maintained insurance
covering physical loss or damage to the Inventory and Equipment in accordance with the requirements
set forth in Section 5.02 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the
occurrence and during the continuance of an Event of Default, of making, settling and adjusting
claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such
Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies
of insurance and for making all determinations and decisions with respect thereto (provided that
the Collateral Agent shall give five Business Days’ prior written notice to such Grantor prior to
exercising its rights in such capacity). In the event that any Grantor at any time or times shall
fail to obtain or maintain any of the policies of insurance required hereby or under the Credit
Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may,
without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or
Event of Default, in its sole reasonable discretion, upon notice to the Grantors, obtain and
maintain such policies of insurance and pay such premium and take any other actions with respect
thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral
Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs,
out-of-pocket expenses and other charges relating thereto, shall be payable, within five Business
Days of written demand (accompanied by supporting documentation therefor in reasonable detail) by
the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.
SECTION 4.04. Other Actions. In order to further insure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the
Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take
the following actions with respect to the following Article 9 Collateral:
(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments
(other than (x) any Instruments in an amount no greater than $1,000,000 and (y) any
Instruments representing loans or advances permitted under Section 6.04(c) of the Credit
Agreement, to the extent such Instruments represent Indebtedness excluded from the
requirements of subclause (ii) of such Section, that have not been pledged hereunder,
such Grantor shall forthwith
22
endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated
instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent
may from time to time reasonably request.
(b) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any material Electronic Chattel Paper or any
material “transferable record”, as that term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic
Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the
Collateral Agent thereof and, at the reasonable request of the Collateral Agent, shall take such
action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under
New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section
16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such
transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will
arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such
procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make
alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section
9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in
control to allow without loss of control, unless an Event of Default has occurred and is continuing
or would occur after taking into account any action by such Grantor with respect to such Electronic
Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated
to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face
amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel
Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.
(c) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of
credit with a face amount exceeding $2,000,000 now or hereafter issued in favor of such Grantor,
such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of
the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing
under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee
beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the
proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless
an Event of Default has occurred or is continuing.
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(d) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a
Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000, the Grantor
shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor
including a summary description of such claim and grant to the Collateral Agent, for the
ratable benefit of the Secured Parties, in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in
form and substance reasonably satisfactory to the Collateral Agent.
SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. In each case
unless otherwise decided by such Grantor in its reasonable business judgment or such Collateral is
not material to the business of such Grantor: (a) Each Grantor agrees that it will not, and will
not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is
material to the conduct of such Grantor’s business may become invalidated or dedicated to the
public, and agrees that it shall continue to xxxx any products covered by a Patent with the
relevant patent number to the extent necessary and sufficient to establish and preserve its
maximum rights under applicable patent laws, to the extent required by applicable law.
(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full
force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark with notice of
Federal or foreign registration to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law, to the extent required by applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.
(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the
work with appropriate copyright notice to the extent necessary and sufficient to establish and
preserve its maximum rights under applicable copyright laws, to the extent required by applicable
law.
(d) Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent,
Trademark or Copyright material to the conduct of its business has or is likely to become
abandoned, lost or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, United States Copyright Office or any
court or similar office of any country) regarding such Grantor’s ownership of any such Patent,
Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.
(e) If any Grantor, either itself or through any agent, employee, licensee or designee, files
an application for any Patent, Trademark or Copyright (or for the registration of any Trademark
or Copyright) with the United States Patent and Trademark
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Office, United States Copyright Office or any office or agency in any political subdivision of the
United States, the Grantor shall so notify the Collateral Agent, and, upon request of the
Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and
papers as the Collateral Agent may reasonably request to evidence the Security Interest in such
Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its
attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed.
(f) Each Grantor will take all necessary steps that are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States, to maintain and pursue
each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain
the relevant grant or registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including
timely filings of applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.
(h) Upon the occurrence and during the continuance of an Event of Default, upon the
reasonable request of the Collateral Agent, each Grantor shall use its best efforts to obtain all
requisite consents or approvals by the licensor of each Copyright License, Patent License or
Trademark License, and each other material License, to effect the assignment of all such Grantor’s
right, title and interest thereunder to the Collateral Agent, for the ratable benefit of the
Secured Parties, or its designee.
ARTICLE V
Remedies
SECTION 5.01. Remedies Upon Default.
Upon the occurrence and during the continuance of an
Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent
on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all
the following actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to
become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the
applicable Grantor to the Collateral
25
Agent, or to license or sublicense, whether general, special or otherwise, and whether on an
exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine (other than in violation
of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b)
with or without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and without liability for trespass to enter any premises
where the Article 9 Collateral may be located for the purpose of taking possession of or removing
the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party
under the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the
requirements of applicable law, including any applicable healthcare laws, to sell or otherwise
dispose of all or any part of the Collateral at a public or private sale or at any broker’s board
or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent
and agree that they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the
property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor
hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which
such Grantor now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.
The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.
The Collateral Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent until the
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sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur
any liability in case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable
law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all
said rights being also hereby waived and released to the extent permitted by applicable law), the
Collateral or any part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to any Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a
sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject
thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. To the fullest
extent permitted under applicable law, any sale pursuant to the provisions of this Section 5.01
shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions.
SECTION 5.02. Application of Proceeds. If an Event of Default shall have occurred and is
continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or
other realization upon any Collateral, including any Collateral consisting of cash, as follows:
FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by
the Administrative Agent or the Collateral Agent (in their respective capacities as such
hereunder or under any other Loan Document) in connection with such collection, sale,
foreclosure or realization or otherwise in connection with this Agreement, any other Loan
Document or any of the Obligations, including all court costs and the fees and expenses of
its agents and legal counsel, the repayment of all advances made by the Administrative
Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of
any Grantor and any other reasonable out-of-pocket costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any other Loan
Document;
SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so
applied to be distributed between or among the Administrative Agent, the Swingline Lender
and any Issuing Bank pro rata in accordance with
27
the amounts of Unfunded Advances/Participations owed to them on the date of any such
distribution);
THIRD, to the payment in full of all other Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the
Obligations owed to them on the date of any such distribution);
FOURTH, to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.
The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.
SECTION 5.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at
such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to the Grantors), to use, license or
sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and including in such
license access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof. The use of such
license by the Collateral Agent may be exercised, at the option of the Collateral Agent, and shall
be effective only upon the occurrence and during the continuation of an Event of Default;
provided, however, that any license, sublicense or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any
subsequent cure of an Event of Default.
SECTION 5.04. Securities Act, Etc. In view of the position of the Grantors in relation to the
Pledged Collateral, or because of other current or future circumstances, a question may arise
under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being called the “Federal Securities Laws”) with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that
compliance with the Federal Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the
Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly,
28
there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state
securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in
light of such restrictions and limitations the Collateral Agent may, with respect to any sale of
the Pledged Collateral, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such
restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) to the
fullest extent permitted by applicable Federal Securities Laws, may proceed to make such a sale
whether or not a registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws and (b) may approach and
negotiate with a limited number of potential purchasers (including a single potential purchaser) to
effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a public sale without such
restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or
liability for selling all or any part of the Pledged Collateral at a price that the Collateral
Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price might have been
realized if the sale were deferred until after registration as aforesaid or if more than a limited
number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04
will apply notwithstanding the existence of a public or private market upon which the quotations or
sales prices may exceed substantially the price at which the Collateral Agent sells.
ARTICLE VI
Indemnity, Subrogation and Subordination
SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the
Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this
Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be
sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a
claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.
SECTION 6.02. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”)
agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor
hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to
any Security Document to satisfy any Obligation owed to any Secured Party, and such other
Guarantor (the “Claiming
29
Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01,
the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the
amount of such payment or (ii) the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming
Guarantor under Section 6.01 to the extent of such payment.
SECTION 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the payment in full in cash of the Obligations (other than contingent
indemnification obligations for which no claim has been made). No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other
payments required under applicable law or otherwise) shall in any respect limit the obligations
and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor
shall remain liable for the full amount of its obligations hereunder.
(b) The Borrower and each Guarantor hereby agree that all Indebtedness and other monetary
obligations owed by it to the Borrower or any Subsidiary shall be fully subordinated to the
payment in full in cash of the Obligations; provided that, as long as no Event of Default shall
have occurred and be continuing, nothing in this Section 6.03(b) shall prohibit any payments or
distributions permitted by the Credit Agreement.
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to
it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.
SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the
Security Interest, the grant of a security interest in the Pledged Collateral and all obligations
of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with
respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of,
all or any of
30
the Obligations, or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument relating to the
foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or
this Agreement.
SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive
the execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or Issuing Bank or on their
behalf and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended under the Credit Agreement, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under any
Loan Document is outstanding and unpaid or the aggregate L/C Exposure does not equal zero (except
for outstanding Letters of Credit subject to arrangements satisfactory to the Administrative Agent
and the Issuing Bank) and so long as the Commitments have not expired or terminated.
SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to
any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral
Agent and their respective permitted successors and assigns, and shall inure to the benefit of
such Loan Party, the Collateral Agent and the other Secured Parties and their respective
successors and permitted assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated or permitted by this
Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with
respect to each Loan Party and may be amended, modified, supplemented, waived or released with
respect to any Loan Party without the approval of any other Loan Party and without affecting the
obligations of any other Loan Party hereunder.
SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and permitted
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and permitted assigns.
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SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification.
(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its
expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.
(b) Without limitation or duplication of its indemnification obligations under the other Loan
Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the
other indemnitees against, and hold each indemnitee harmless from, any and all losses, claims,
damages, liabilities, penalties and related reasonable out of pocket expenses, including the
reasonable fees, charges and disbursements of any one counsel in each relevant jurisdiction (and
any such additional counsel, if necessary, as a result of actual or potential conflicts of
interest) for all indemnitees, incurred by or asserted against any indemnitee arising out of, in
any way connected with, or as a result of, the execution, delivery or performance of this Agreement
or any agreement or instrument contemplated hereby or any claim, litigation, investigation or
proceeding relating to any of the foregoing or to the Collateral, regardless of whether any
indemnitee is a party thereto or whether initiated by a third party or by a Loan Party or any
Affiliate thereof; provided, however, that such indemnity shall not, as to any indemnitee, be
available to the extent that such losses, claims, damages, liabilities, penalties or related
expenses are determined by a court of competent jurisdiction by final judgment to have resulted
from the gross negligence or wilful misconduct of such indemnitee. To the extent permitted by
applicable law, neither any Grantor nor the Collateral Agent shall assert, and each Grantor and the
Collateral Agent hereby waives any claim against any indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of
proceeds thereof.
(c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any
other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any
of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement
or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 7.06 shall be payable within 30 days
after written demand therefor and shall bear interest, on and from the date of demand, at the rate
specified in Section 2.06(a) of the Credit Agreement.
SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the
Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in the Collateral
Agent’s name or in the name of such
32
Grantor (provided, that to the extent written notice is not required hereunder, the Collateral
Agent shall use commercially reasonable efforts to provide notice to such Grantor, though its
rights hereunder are not conditioned thereon) (a) to receive, endorse, assign and/or deliver any
and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to
the Collateral or any part thereof, (b) upon three Business Days’ prior written notice to such
Grantor, to demand, collect, receive payment of, give receipt for and give discharges and releases
of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or xxxx of
lading relating to any of the Collateral, (d) upon three Business Days’ prior written notice to
such Grantor, to send verifications of Accounts Receivable to any Account Debtor, (e) to commence
and prosecute any and all suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to
enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral, (g) upon three
Business Days’ prior written notice to such Grantor, to notify, or to require any Grantor to
notify, Account Debtors to make payment directly to the Collateral Agent, and (h) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the purposes of this
Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were
the absolute owner of the Collateral for all purposes; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to make any commitment
or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral
Agent, or to present or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts actually received as a result of the exercise of the powers granted to them
herein, and neither they nor their officers, directors, employees or agents shall be responsible to
any Grantor for any act or failure to act hereunder, except for their own gross negligence, wilful
misconduct or bad faith.
SECTION 7.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Collateral Agent, the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
33
paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank
may have had notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or demand in
similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent (acting at
the direction, or with the consent, of the Required Lenders) and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.08 of the Credit Agreement.
SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.10.
SECTION 7.11. Severability. In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 7.12. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 7.04. Delivery of an executed
34
signature page to this Agreement by facsimile transmission or electronic transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement.
SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or Federal court of the United States of America, sitting
in New York City, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral
Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any Grantor or
its properties in the courts of any jurisdiction.
(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c) Each of the parties hereto hereby irrevocably consents to service of process in the manner
provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party hereto to serve process in any other manner permitted by law.
SECTION 7.15. Termination or Release. (a) This Agreement, the guarantees made herein, the
Security Interest, the pledge of the Pledged Collateral and all other security interests granted
hereby shall automatically terminate and be released when all the Obligations (other than
contingent indemnification obligations for which no claim has been made) have been paid in full
in cash and the Lenders have no further commitment to lend under the Credit Agreement, the
aggregate L/C Exposure has been reduced to zero (or the only outstanding Letters of Credit have
become subject to arrangements reasonably satisfactory to the Administrative Agent and the
Issuing Bank)
35
and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit
Agreement.
(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder
and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall
be automatically released upon the consummation of any transaction permitted by the Credit
Agreement (or consented to in writing pursuant to Section 9.08 of the Credit Agreement) as a result
of which such Subsidiary Guarantor ceases to be a Subsidiary, or in accordance with Section 9.09(c)
of the Credit Agreement.
(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement to any person that is not the Borrower or a Guarantor (including any Permitted
Receivables Transaction or Permitted Securitization Transaction), or, upon the effectiveness of any
written consent to the release of the Security Interest granted hereby in any Collateral pursuant
to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be
automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above,
the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense,
all Uniform Commercial Code termination statements and similar documents that such Grantor shall
reasonably request to evidence such termination or release, and all assignments or other
instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and
interests in any relevant Intellectual Property as may have been assigned to the Collateral Agent
and/or its designees, subject to any disposition thereof that may have been made by the Collateral
Agent and/or its designees in accordance with the terms of this Agreement, and all rights and
license granted to the Collateral Agent and/or its designees in or to any such Intellectual
Property pursuant to this Agreement shall automatically and immediately terminate and all
rights shall automatically and immediately revert to such Grantor. Any execution and delivery of
documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty
by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the
Borrower shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses,
including the reasonable fees, charges and expenses of counsel, incurred by it in connection with
any action contemplated by this Section 7.15.
SECTION 7.16. Additional Subsidiaries. Any Subsidiary that is required to become a party
hereto pursuant to Section 5.12 of the Credit Agreement shall enter into this Agreement as a
Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution and delivery by
the Collateral Agent and such Subsidiary of a supplement in the form of Exhibit A hereto, such
Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and
effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and
delivery of any such instrument shall not require the consent of any other Loan Party hereunder.
The rights and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement.
36
SECTION 7.17. Right of Setoff. If an Event of Default shall have occurred and is continuing,
each Secured Party and its Affiliates hereby are authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all Collateral (including any
deposits (general or special, time or demand, provisional or final (other than tax accounts, trust
accounts or payroll accounts))) at any time held and other obligations at any time owing by such
Secured Party or any of its Affiliates to or for the credit or the account of any Grantor against
any and all of the obligations of such Grantor now or hereafter existing under this Agreement and
the other Loan Documents held by such Secured Party, provided that at such time such obligations
are due or payable. The rights of each Secured Party and its Affiliates under this Section 7.17 are
in addition to other rights and remedies (including other rights of setoff) which such Secured
Party or its Affiliates may have. The applicable Lender shall notify such Grantor and the
Collateral Agent of any such setoff and application made by such Lender, provided that any failure
to give or any delay in giving such notice shall not affect the validity of any such setoff and
application under this Section.
[Remainder of page intentionally left blank]
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 |
CHS HOLDINGS CORP., | ||||
by | ||||
/s/ Xxxxxxxx Xxxxx | ||||
Name: | Xxxxxxxx Xxxxx | |||
Title: | President | |||
HALLMARK HOLDINGS CORP., | ||||
by | ||||
/s/ Xxxxxxxx Xxxxx | ||||
Name: | Xxxxxxxx Xxxxx | |||
Title: | President |
EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE II HERETO, |
||||
by | ||||
/s/ Xxxxx X. Xxxxxxxx | ||||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Vice President, Finance and Treasurer |
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent, |
||||
by | ||||
/s/ Xxxxx Xxxxx | ||||
Name: | Xxxxx Xxxxx | |||
Title: | Managing Director | |||
by | ||||
/s/ Xxxxx Xxxxx | ||||
Name: | Xxxxx Xxxxx | |||
Title: | Associate |
Exhibit A to the Guarantee and
Collateral Agreement
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], 200[•]
to the Guarantee and Collateral Agreement dated as of July 25,
2007 (the “Guarantee and Collateral Agreement”), among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the
“Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware
corporation (“Parent”), each Subsidiary from time to time party
thereto (each such Subsidiary individually a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”; the
Subsidiary Guarantors, the Borrower and Parent are referred to
collectively herein as the “Grantors”) and CREDIT SUISSE (together
with its affiliates, “Credit Suisse”), as administrative agent and
as collateral agent (in such capacity, the “Collateral Agent”) for
the Secured Parties (as defined therein).
A. Reference is made to the Credit Agreement dated as of July 25, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Parent, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse, as
administrative agent for the Lenders and as Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred
to therein, as applicable.
C. The Grantors have entered into the Guarantee and Collateral Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of
the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary
Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become
a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to
induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New
Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee
and Collateral Agreement with the same force
A-2
and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral
Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor
thereunder are true and correct in all material respects on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in
full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and
Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary
Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New
Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when taken together,
bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executed
signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement.
SECTION 4. The New Subsidiary hereby represents and warrants that as of the date hereof (a)
set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity
Interests and Pledged Debt Securities now owned by the New Subsidiary and required to be pledged
under the Guarantee and Collateral Agreement and (ii) any and all Intellectual Property now owned
by the New Subsidiary and that would have been required to be listed on Schedule V to the
Guarantee and Collateral Agreement on the Closing Date and (b) set forth under its signature
hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of
organization.
SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
A-3
SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall
not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity
of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
SECTION 8. All communications and notices hereunder shall (except as otherwise expressly
permitted by the Guarantee and Collateral Agreement) be in writing and given as provided in
Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New
Subsidiary shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit
Agreement.
SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of one counsel for the Collateral Agent in each relevant jurisdiction.
A-4
[NAME OF NEW SUBSIDIARY], | ||||
by | ||||
Name: | ||||
Title: | ||||
Address: | ||||
Legal Name: | ||||
Jurisdiction of Formation: | ||||
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent, | ||||
by | ||||
Name: | ||||
Title: | ||||
by | ||||
Name: | ||||
Title: |
Schedule I to the Guarantee and
Collateral Agreement
Collateral Agreement
EXACT LEGAL NAMES AND OTHER INFORMATION
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
1.
|
Centre Hospital Corporation | AL | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Cherokee Medical Center 000 Xxxxxxxxx Xxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
2.
|
Cullman Hospital Corporation | AL | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
3.
|
Xxxxx Hospital Corporation | AL | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
South Xxxxxxx Regional Medical
Center 0000 Xxxxx XxXxxxxx Xxxxxx Xxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
4.
|
Fort Xxxxx Hospital Corporation | AL | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
DeKalb Regional Medical Center 000 Xxxxxxx Xxxxxx Xxxxx P. O. Xxx 000000 Xxxx Xxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
5.
|
Greenville Hospital Corporation | AL | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
X.X. Xxxxxxx Memorial Hospital 00 X.X. Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
6.
|
Forrest City Arkansas Hospital Company, LLC | AR | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxx City Medical Center 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
7.
|
Xxxxxxx City Clinic Company, LLC | AR | 800094406 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
PPSI 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
8.
|
Xxxxxxx City Hospital Corporation | AR | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
9.
|
Xxxxxxxx Hospital Corporation | AR | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Helena Regional Medical Center 0000 Xxxxxx Xxxxxx Xxxx Xxxxx / XX Xxx 000 Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
10.
|
Payson Hospital Corporation | AZ | 0808024-0 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Payson Regional Medical Center 000 Xxxxx Xxxxxxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
11.
|
Chesterfield/Marlboro, X.X. | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Chesterfield General Hospital Xxxxxxx 0 Xxxx (X.X. Xxx 000) Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
12.
|
CHHS Holdings, LLC | DE | 3914324 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
13.
|
CHS/Community Health Systems, Inc. | DE | 2057824 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
14.
|
Cleveland Xxxxxxxx Xxxxxxx Xxxxxx, X.X. | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Cleveland Regional Medical Center 000 X. Xxxxxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
15.
|
Community GP Xxxx. | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
16.
|
Community Health Investment Corporation |
DE | 2066922 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
17.
|
Community Health Systems, Inc. | DE | 2631063 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
18.
|
Community LP Corp. | DE | 2642129 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
19.
|
Fallbrook Hospital Corporation |
DE | 2921444 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Fallbrook Hospital 000 Xxxx Xxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
20.
|
FWCT-1 Acquisition Xxxxxxxxxxx |
XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
21.
|
Hallmark Healthcare Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
22.
|
Hospital of Barstow, Inc. | DE | 2318485 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Barstow Community Hospital 000 Xxxxx 0xx Xxxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
23.
|
Lancaster Hospital Xxxxxxxxxxx |
XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Ponca City Medical Center 0000 Xxxxx 00xx Xxxxxx Xxxxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
24.
|
National Healthcare of Cleveland, Inc. | DE | 2093362 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
SkyRidge Medical Center (includes Cleveland) 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
25.
|
National Healthcare of Cullman, Inc. | DE | 2091881 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Woodland Medical Center 0000 Xxxxxxxx Xxxxxx X.X. Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
26.
|
National Healthcare of Decatur, Inc. | DE | 2091878 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Parkway Medical Center 0000 Xxxxxxxx Xx., XX (P.O. Box 2211) Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
27.
|
National Healthcare of Hartselle, Inc. | DE | 2091884 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Hartselle Medical Center 000 Xxxx Xx. X.X. (P.O. Xxx 000) Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
28.
|
National Healthcare of Leesville, Inc. | DE | 2101020 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxx Regional Hospital 0000 Xxxxxxxx Xxxx. Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
29.
|
National Healthcare of Mt. Xxxxxx, Inc. |
DE | 2063507 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Crossroads Community Hospital #8 Doctor’s Park Road Mt. Xxxxxx, IL 62864 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
30.
|
National Healthcare of Newport, Inc. | DE | 2062708 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxx Hospital 0000 XxXxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
31.
|
NWI Hospital Holdings, LLC | DE | 4296745 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
32.
|
Pennsylvania Hospital Company, LLC |
DE | 3657509 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
33.
|
Phoenixville Hospital Company, LLC |
DE | 3796044 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Phoenixville Hospital 000 Xxxx Xxxx Xxxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
34.
|
Pottstown Hospital Company, LLC |
DE | 3657514 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Pottstown Memorial Medical Center 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
35.
|
Ruston Hospital Xxxxxxxxxxx |
XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
36.
|
Watsonville Hospital Corporation |
DE | 2872860 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Watsonville Community Hospital 00 Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
37.
|
Xxxx Hospital Xxxxxxxxxxx |
XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
38.
|
Xxxx Hospital Holdings, LLC |
DE | 3695131 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
39.
|
Xxxxxx Xxxxxxxx Xxxxxxxx, Xxx. | XX | X000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxx Regional Hospital 0000 Xxx Xxxxxxx 0, Xxxxx Xxxx Xxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
40.
|
Anna Hospital Corporation§ |
IL | 61552979 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxx Xxxxxx Hospital 000 Xxxxx Xxxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
41.
|
Galesburg Hospital Corporation |
IL | 63372153 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Galesburg Cottage Hospital 000 X. Xxxxxxx Xx. Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
42.
|
Granite City Hospital Corporation |
IL | 61746633 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
43.
|
Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxx, XXX |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Gateway Regional Medical Center 0000 Xxxxxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
44.
|
Marion Hospital Corporation |
IL | 58955876 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Heartland Regional Medical Center 0000 Xxxx XxXxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
45.
|
Red Bud Hospital Corporation |
IL | 61627014 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
46.
|
Red Bud Illinois Hospital Company, LLC |
IL | 556424 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Red Bud Regional Hospital 000 Xxxxxx Xxxxxx Xxx Xxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
47.
|
Waukegan Hospital Corporation |
IL | 64625918 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
48.
|
Waukegan Illinois Hospital Company, LLC |
IL | 1715232 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Vista Medical Center (includes East
and West) 0000 X. Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
49.
|
Hospital of Fulton, Inc. | KY | 299733 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Parkway Regional Hospital 0000 Xxxxxxx Xxxx (X.X. Xxx 000) Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
50.
|
Hospital of Xxxxxx, Xxx. | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Three Rivers Medical Center Highway 644 (P.O. Box 769) Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
51.
|
Xxxxxxx Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Kentucky River Medical Center 000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
52.
|
Ruston Louisiana Hospital Company, LLC |
LA | 36336245Q | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Northern Louisiana Medical Center 000 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
53.
|
Xxxxxxxxxx Xxxxxxxx Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
54.
|
Farmington Missouri Hospital Company, LLC | MO | LC0735224 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Mineral Area Regional Medical
Center 0000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
55.
|
Kirksville Hospital Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
56.
|
Xxxxxxx Hospital, Inc. | MO | 385375 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxx Regional Medical Center 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
57.
|
Williamston Hospital Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxx General Hospital 000 X. XxXxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
58.
|
Salem Hospital Corporation | NJ | 100863665 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
The Memorial Hospital of Salem
County 000 Xxxxxxxxx Xxxx Xxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
59.
|
Deming Hospital Xxxxxxxxxxx | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Mimbres Memorial Hospital 000 X. Xxx Xxxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
60.
|
Roswell Hospital Xxxxxxxxxxx | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Eastern New Mexico Medical
Center 000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
61.
|
Xxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Alta Vista Regional Hospital 000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
62.
|
CHS Holdings Corp. | NY | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
63.
|
Hallmark Holdings Corp. | NY | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
64.
|
Xxx County Hospital Corporation | OK | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
65.
|
Xxx County Oklahoma Hospital Company, LLC | OK | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Ponca City Medical Center 0000 Xxxxx 00xx Xxxxxx Xxxxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
66.
|
CHS Berwick Hospital Corporation | PA | 2835298 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Berwick Hospital Center 000 Xxxx 00xx Xxxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
67.
|
Clinton Hospital Corporation | PA | 3049114 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Lock Haven Hospital 00 Xxxx Xxxxx Xxxx Xxxxx, XX 00000-0000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
68.
|
Coatesville Hospital Corporation | PA | 2987105 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Brandywine Hospital 000 Xxxxxxxxxx Xx. Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
69.
|
Northampton Hospital Corporation | PA | 3010288 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Easton Hospital 000 Xxxxx 00xx Xxxxxx Xxxxxx, XX 00000-0000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
70.
|
Sunbury Hospital Corporation | PA | 3328572 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Sunbury Community Hospital 000 X. Xxxxxxxx Xxxxxx (P. O. Box 737) Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
71.
|
Xxxx Xxxxx Xxxxxxxx Xxxxxxxxxxx | XX | 0000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Jennersville Regional Hospital 0000 Xxxx Xxxxxxxxx Xxxx Xxxx Xxxxx, XX. 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
72.
|
Brownsville Hospital Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxx Xxxx Community Hospital 0000 X. Xxxxxxxxxx Xxx. Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
73.
|
Cleveland Hospital Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
74.
|
Xxxxxxxxx Xxxxxxxx Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Dyersburg Regional Medical Center 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
75.
|
Hospital of Morristown, Inc. | TN | 264618 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Lakeway Regional Hospital 000 XxXxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
76.
|
Xxxxxxx Hospital Xxxxxxxxxxx | XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
77.
|
Jackson, Tennessee Hospital Company, LLC | TN | 435835 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Regional Hospital of Xxxxxxx 000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
78.
|
Lakeway Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
79.
|
Lexington Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxxxx Xxxxxx Community Hospital 000 Xxxx Xxxxxx Xx. Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
80.
|
Xxxxxx Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Volunteer Community Hospital 000 Xx. Xxxxx Xxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
81.
|
McKenzie Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
XxXxxxxx Regional Hospital 000 Xxxxxxxx Xx. XxXxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
82.
|
XxXxxxx Xxxxxxxx Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
McNairy Regional Hospital 000 Xxxxxx Xxx. Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
83.
|
Shelbyville Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxx Xxxxxx Medical 000 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
84.
|
Sparta Hospital Xxxxxxxxxxx |
XX | 000000 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxx Xxxxxx Community Hospital 000 Xxxxxx Xxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
85.
|
Big Bend Hospital Corporation |
TX | 145339600 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Big Bend Regional Medical Center 0000 Xxxxxxx 000 Xxxxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
86.
|
Big Spring Hospital Corporation |
TX | 133735500 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Scenic Mountain Medical Center 0000 Xxxx Xxxxxxxx Xxxxx Xxx Xxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
87.
|
Granbury Hospital Corporation |
TX | 142527600 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Lake Granbury Medical Center 0000 Xxxxxx Xxxx Xxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
88.
|
Jourdanton Hospital Corporation |
TX | 800001865 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
South Texas Regional Medical
Center 0000 Xxxxxxx 00 X Xxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
89.
|
NHCI of Hillsboro, Inc. |
TX | 100552700 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Hill Regional Hospital 000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
90.
|
Xxxxxxxxxxx Hospital Corporation |
TX | 800718212 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
91.
|
Weatherford Texas Hospital Company, LLC |
TX | 800718224 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxxxxxx Regional Medical
Center 000 X. Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
92.
|
Tooele Hospital Corporation |
UT | 1424668-0142 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Mountain Xxxx Xxxxxxx Xxxxxx 0000 X. Xxxx Xxxxxx, XX 00000-0000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
93.
|
Emporia Hospital Corporation |
VA | No Record | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Southern Virginia Regional Medical
Center 000 Xxxxx Xxxx Xxxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
94.
|
Franklin Hospital Corporation |
VA | 0529059-8 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Southampton Memorial Hospital 000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
95.
|
Petersburg Hospital Company, LLC |
VA | S096843-0 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Southside Regional Medical Center 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
96.
|
Xxxxxxx County Medical Center, Inc. |
VA | 0379489-8 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Xxxxxxx Xxxxxx Medical Center 00 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
|||||||
97.
|
Virginia Hospital Company, LLC |
VA | S097163-2 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
N/A | |||||||
98.
|
Oak Hill Hospital Corporation |
WV | Do not issue | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Plateau Medical Center 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
99.
|
Evanston Hospital Corporation |
WY | 1999-000349020 | Community Health Systems 0000 Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Evanston Regional Hospital 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 Professional Account Services, Inc. 0000 Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
TRIAD GUARANTORS
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
1.
|
QHG of Enterprise, Inc. | AL | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
2.
|
QHG of Jacksonville, Inc. | AL | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
3.
|
QHG of Springdale, Inc. | AR | 100163444 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
4.
|
Triad-El Dorado, Inc. | AR | 100129067 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
5.
|
Abilene Hospital, LLC | DE | 3561884 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
6.
|
Abilene Merger, LLC | DE | 3561879 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
7.
|
Arizona DH, LLC | DE | 3249754 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
8.
|
ARMC, LP | DE | 3561898 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
9.
|
Birmingham Holdings, LLC | DE | 4014204 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
10.
|
Bluffton Health System, LLC | DE | 3089523 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
11.
|
Brownwood Hospital, L.P. | DE | 2967928 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
12.
|
Brownwood Medical Center, LLC | DE | 2964283 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
13.
|
Carlsbad Medical Center, LLC | DE | 2964276 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
14.
|
Claremore Regional Hospital, LLC | DE | 2955684 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
15.
|
Clarksville Holdings, LLC | DE | 4014187 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
16.
|
Xxxxxxx Xxxxxxx Xxxxxxxx, X.X. | XX | 0000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
17.
|
College Station Medical Center, LLC | DE | 2964215 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
18.
|
College Station Merger, LLC |
DE | 3000998 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
19.
|
CP Hospital GP, LLC | DE | 4072307 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
20.
|
CPLP, LLC | DE | 4072308 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
21.
|
Crestwood Hospital LP, LLC | DE | 2964362 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
22.
|
Crestwood Hospital, LLC | DE | 3000931 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
23.
|
CSMC, LLC | DE | 2964231 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
24.
|
CSRA Holdings, LLC | DE | 4180039 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
25.
|
Deaconess Holdings, LLC | DE | 2575694 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
26.
|
Deaconess Hospital Holdings, LLC | DE | 3931158 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
27.
|
Desert Hospital Holdings, LLC | DE | 4272332 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
28.
|
Xxxxx Hospital, LLC | DE | 2947802 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
29.
|
Xxxxx Health System, LLC | DE | 3575662 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
30.
|
Gadsden Regional Medical Center, LLC | DE | 4275573 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
31.
|
Greenbrier VMC, LLC | DE | 3249745 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
32.
|
GRMC Holdings, LLC | DE | 4272335 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
33.
|
Xxxxx Medco, LLC | DE | 3000933 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
34.
|
Las Cruces Medical Center, LLC | DE | 3306969 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
35.
|
Lea Regional Hospital, LLC | DE | 2964402 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
36.
|
Longview Merger, LLC | DE | 3000918 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
37.
|
LRH, LLC | DE | 2964430 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
38.
|
Lutheran Health Network of Indiana, LLC | DE | 2964221 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
39.
|
Massillon Health System, LLC | DE | 2662406 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
40.
|
Medical Center of Brownwood, LLC | DE | 2964442 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
41.
|
MMC of Nevada, LLC | DE | 3540578 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
42.
|
Xxxxxxx Hospital, L.P. | DE | 2964396 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
43.
|
Xxxxxxx Regional, LLC | DE | 2964393 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
44.
|
NRH, LLC | DE | 2964428 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
45.
|
Oregon Healthcorp, LLC | DE | 3000990 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
46.
|
Xxxxxx-Wasilla Health System, LLC | DE | 2964382 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
47.
|
Quorum Health Resources, LLC | DE | 2908225 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
48.
|
Regional Hospital of Longview, LLC | DE | 2964549 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
49.
|
Russellville Holdings, LLC | DE | 3000959 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
50.
|
SACMC, LLC | DE | 2964570 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
51.
|
San Xxxxxx Community Medical Center, LLC | DE | 2964587 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
52.
|
Xxx Xxxxxx Xxxxxxxx, X.X. | XX | 0000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
53.
|
San Xxxxxx Medical, LLC | DE | 3001078 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
54.
|
Southern Texas Medical Center, LLC | DE | 3001009 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
55.
|
St. Xxxxxx Health System, LLC | DE | 2909376 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
56.
|
Tennyson Holdings, Inc. | DE | 4075793 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
57.
|
Triad Holdings III, LLC | DE | 3037153 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
58.
|
Triad Holdings IV, LLC | DE | 2984727 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
59.
|
Triad Holdings V, LLC | DE | 2226797 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
60.
|
Triad Hospitals, Inc. | DE | 3035153 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
61.
|
Triad of Alabama, LLC | DE | 2964867 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
62.
|
Triad of Oregon, LLC | DE | 2969100 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
63.
|
Triad-ARMC, LLC | DE | 3561894 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
64.
|
Triad-Xxxxxx Hospital GP, LLC | DE | 3249751 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
65.
|
Triad-Xxxxxx Hospital, L.P. | DE | 3249752 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
66.
|
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
DE | 3036964 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
67.
|
VHC Medical, LLC | DE | 3001003 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
68.
|
Vicksburg Healthcare, LLC | DE | 2939229 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
69.
|
Victoria Hospital, LLC | DE | 2948658 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
70.
|
Victoria of Texas, L.P. | DE | 2949026 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
71.
|
WHMC, LLC | DE | 2964658 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
72.
|
Willamette Valley Medical Center, LLC |
DE | 2964656 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
73.
|
Women & Children’s Hospital, LLC |
DE | 2964655 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
74.
|
Woodland Heights Medical Center, LLC |
DE | 2964611 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
75.
|
Xxxxxxxx Health System, LLC |
DE | 2964411 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
76.
|
QHG Georgia Holdings, Inc. |
GA | K815327 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
77.
|
QHG Georgia, X.X. | XX | X000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
78.
|
Frankfort Health Partner, Inc. |
IN | 0000000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
79.
|
IOM Health System, L.P. | IN | LP95090037 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
80.
|
QHG of Bluffton, Inc. | IN | 1999081562 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
81.
|
QHG of Clinton County, Inc. | IN | 1997020547 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
82.
|
QHG of Fort Xxxxx, Inc. | IN | 1995021818 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
83.
|
QHG of Warsaw, Inc. | IN | 1998122242 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
84.
|
QHG of Xxxxxxx County, Inc. | MS | 644555 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
85.
|
QHG of Hattiesburg, Inc. | MS | 644553 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
86.
|
River Region Xxxxxxx Xxxxxxxxxxx | XX | 000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
87.
|
NC-DSH, Inc. | NV | C11431-1993 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
88.
|
QHG of Xxxxxxxxx, Xxx. | Xxxx | 000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
89.
|
QHG of Xxxxxxxxx, Xxx. | Xxxx | 000000 | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
Jurisdiction | ||||||||||||
of | Organizational | |||||||||||
Entity Name | Formation | ID’s | Chief Executive Office | Accounts Receivable | ||||||||
90.
|
SouthCrest, L.L.C. | OK | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
91.
|
Triad-South Tulsa Hospital Company, Inc. |
OK | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
92.
|
QHG of South Carolina, Inc. |
SC | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
|||||||
93.
|
QHG of Spartanburg, Inc. | SC | Do not issue | 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000 |
Schedule II to the Guarantee and
Collateral Agreement
Collateral Agreement
SUBSIDIARY GUARANTORS
1. Centre Hospital Corporation
2. Cullman Hospital Corporation
3. Xxxxx Hospital Corporation
4. Fort Xxxxx Hospital Corporation
5. Greenville Hospital Corporation
6. Forrest City Arkansas Hospital Company, LLC
7. Xxxxxxx City Clinic Company, LLC
8. Xxxxxxx City Hospital Corporation
9. Xxxxxxxx Hospital Corporation
10. Payson Hospital Corporation
11. Chesterfield/Marlboro, L.P.
12. CHHS Holdings, LLC
13. Cleveland Regional Medical Center, L.P.
14. Community GP Corp.
15. Community Health Investment Corporation
16. Community LP Corp.
17. Fallbrook Hospital Corporation
18. FWCT-1 Acquisition Corporation
19. Hallmark Healthcare Corporation
20. Hospital of Barstow, Inc.
21. Lancaster Hospital Corporation
22. National Healthcare of Cleveland, Inc.
23. National Healthcare of Cullman, Inc.
24. National Healthcare of Decatur, Inc.
25. National Healthcare of Hartselle, Inc.
26. National Healthcare of Leesville, Inc.
27. National Healthcare of Mt. Xxxxxx, Inc.
28. National Healthcare of Newport, Inc.
29. NWI Hospital Holdings, LLC
30. Pennsylvania Hospital Company, LLC
31. Phoenixville Hospital Company, LLC
32. Pottstown Hospital Company, LLC
33. Ruston Hospital Corporation
34. Watsonville Hospital Corporation
35. Xxxx Hospital Corporation
36. Xxxx Hospital Holdings, LLC
37. Xxxxxx Regional Hospital, Inc.
38. Xxxx Hospital Corporation§
39. Galesburg Hospital Corporation
40. Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx
00. Xxxxxxx Xxxx Xxxxxxxx Hospital Company, LLC
42. Xxxxxx Hospital Corporation
2. Cullman Hospital Corporation
3. Xxxxx Hospital Corporation
4. Fort Xxxxx Hospital Corporation
5. Greenville Hospital Corporation
6. Forrest City Arkansas Hospital Company, LLC
7. Xxxxxxx City Clinic Company, LLC
8. Xxxxxxx City Hospital Corporation
9. Xxxxxxxx Hospital Corporation
10. Payson Hospital Corporation
11. Chesterfield/Marlboro, L.P.
12. CHHS Holdings, LLC
13. Cleveland Regional Medical Center, L.P.
14. Community GP Corp.
15. Community Health Investment Corporation
16. Community LP Corp.
17. Fallbrook Hospital Corporation
18. FWCT-1 Acquisition Corporation
19. Hallmark Healthcare Corporation
20. Hospital of Barstow, Inc.
21. Lancaster Hospital Corporation
22. National Healthcare of Cleveland, Inc.
23. National Healthcare of Cullman, Inc.
24. National Healthcare of Decatur, Inc.
25. National Healthcare of Hartselle, Inc.
26. National Healthcare of Leesville, Inc.
27. National Healthcare of Mt. Xxxxxx, Inc.
28. National Healthcare of Newport, Inc.
29. NWI Hospital Holdings, LLC
30. Pennsylvania Hospital Company, LLC
31. Phoenixville Hospital Company, LLC
32. Pottstown Hospital Company, LLC
33. Ruston Hospital Corporation
34. Watsonville Hospital Corporation
35. Xxxx Hospital Corporation
36. Xxxx Hospital Holdings, LLC
37. Xxxxxx Regional Hospital, Inc.
38. Xxxx Hospital Corporation§
39. Galesburg Hospital Corporation
40. Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx
00. Xxxxxxx Xxxx Xxxxxxxx Hospital Company, LLC
42. Xxxxxx Hospital Corporation
43. Red Bud Hospital Corporation
44. Red Bud Illinois Hospital Company, LLC
45. Waukegan Hospital Corporation
46. Waukegan Illinois Hospital Company, LLC
47. Hospital of Xxxxxx, Inc.
48. Hospital of Louisa, Inc.
49. Xxxxxxx Hospital Corporation
50. Ruston Louisiana Hospital Company, LLC
51. Farmington Hospital Corporation
52. Farmington Missouri Hospital Company, LLC
53. Kirksville Hospital Corporation
54. Xxxxxxx Hospital, Inc.
55. Williamston Hospital Corporation
56. Salem Hospital Corporation
57. Xxxxxx Hospital Corporation
58. Roswell Hospital Corporation
59. San Xxxxxx Hospital Corporation
60. CHS Holdings Corp.
61. Hallmark Holdings Corp.
62. Xxx County Hospital Corporation
63. Xxx County Oklahoma Hospital Company, LLC
64. CHS Berwick Hospital Corporation
65. Clinton Hospital Corporation
66. Coatesville Hospital Corporation
67. Northampton Hospital Corporation
68. Sunbury Hospital Corporation
69. West Grove Hospital Corporation
70. Brownsville Hospital Corporation
71. Cleveland Hospital Corporation
72. Dyersburg Hospital Corporation
73. Hospital of Morristown, Inc.
74. Xxxxxxx Hospital Corporation
75. Jackson, Tennessee Hospital Company, LLC
76. Lakeway Hospital Corporation
77. Lexington Hospital Corporation
78. Xxxxxx Hospital Corporation
79. XxXxxxxx Hospital Corporation
80. McNairy Hospital Corporation
81. Shelbyville Hospital Corporation
82. Sparta Hospital Corporation
83. Big Bend Hospital Corporation
84. Big Spring Hospital Corporation
85. Granbury Hospital Corporation
86. Jourdanton Hospital Corporation
87. NHCI of Hillsboro, Inc.
88. Weatherford Hospital Corporation
44. Red Bud Illinois Hospital Company, LLC
45. Waukegan Hospital Corporation
46. Waukegan Illinois Hospital Company, LLC
47. Hospital of Xxxxxx, Inc.
48. Hospital of Louisa, Inc.
49. Xxxxxxx Hospital Corporation
50. Ruston Louisiana Hospital Company, LLC
51. Farmington Hospital Corporation
52. Farmington Missouri Hospital Company, LLC
53. Kirksville Hospital Corporation
54. Xxxxxxx Hospital, Inc.
55. Williamston Hospital Corporation
56. Salem Hospital Corporation
57. Xxxxxx Hospital Corporation
58. Roswell Hospital Corporation
59. San Xxxxxx Hospital Corporation
60. CHS Holdings Corp.
61. Hallmark Holdings Corp.
62. Xxx County Hospital Corporation
63. Xxx County Oklahoma Hospital Company, LLC
64. CHS Berwick Hospital Corporation
65. Clinton Hospital Corporation
66. Coatesville Hospital Corporation
67. Northampton Hospital Corporation
68. Sunbury Hospital Corporation
69. West Grove Hospital Corporation
70. Brownsville Hospital Corporation
71. Cleveland Hospital Corporation
72. Dyersburg Hospital Corporation
73. Hospital of Morristown, Inc.
74. Xxxxxxx Hospital Corporation
75. Jackson, Tennessee Hospital Company, LLC
76. Lakeway Hospital Corporation
77. Lexington Hospital Corporation
78. Xxxxxx Hospital Corporation
79. XxXxxxxx Hospital Corporation
80. McNairy Hospital Corporation
81. Shelbyville Hospital Corporation
82. Sparta Hospital Corporation
83. Big Bend Hospital Corporation
84. Big Spring Hospital Corporation
85. Granbury Hospital Corporation
86. Jourdanton Hospital Corporation
87. NHCI of Hillsboro, Inc.
88. Weatherford Hospital Corporation
89. Weatherford Texas Hospital Company, LLC
90. Tooele Hospital Corporation
91. Emporia Hospital Corporation
92. Franklin Hospital Corporation
93. Petersburg Hospital Company, LLC
94. Xxxxxxx County Medical Center, Inc.
95. Virginia Hospital Company, LLC
96. Oak Hill Hospital Corporation
97. Evanston Hospital Corporation
90. Tooele Hospital Corporation
91. Emporia Hospital Corporation
92. Franklin Hospital Corporation
93. Petersburg Hospital Company, LLC
94. Xxxxxxx County Medical Center, Inc.
95. Virginia Hospital Company, LLC
96. Oak Hill Hospital Corporation
97. Evanston Hospital Corporation
1. QHG of Enterprise, Inc.
2. QHG of Jacksonville, Inc.
3. QHG of Springdale, Inc.
4. Triad-El Dorado, Inc.
5. Abilene Hospital, LLC
6. Abilene Merger, LLC
7. Arizona DH, LLC
8. ARMC, LP
9. Birmingham Holdings, LLC
10. Bluffton Health System, LLC
11. Brownwood Hospital, L.P.
12. Brownwood Medical Center, LLC
13. Carlsbad Medical Center, LLC
14. Claremore Regional Hospital, LLC
15. Clarksville Holdings, LLC
16. College Station Hospital, L.P.
17. College Station Medical Center, LLC
18. College Station Merger, LLC
19. CP Hospital GP, LLC
20. CPLP, LLC
21. Crestwood Hospital LP, LLC
22. Crestwood Hospital, LLC
23. CSMC, LLC
24. CSRA Holdings, LLC
25. Deaconess Holdings, LLC
26. Deaconess Hospital Holdings, LLC
27. Desert Hospital Holdings, LLC
28. Xxxxx Hospital, LLC
29. Xxxxx Health System, LLC
30. Gadsden Regional Medical Center, LLC
31. Greenbrier VMC, LLC
32. GRMC Holdings, LLC
33. Xxxxx Medco, LLC
34. Las Cruces Medical Center, LLC
35. Lea Regional Hospital, LLC
36. Longview Merger, LLC
2. QHG of Jacksonville, Inc.
3. QHG of Springdale, Inc.
4. Triad-El Dorado, Inc.
5. Abilene Hospital, LLC
6. Abilene Merger, LLC
7. Arizona DH, LLC
8. ARMC, LP
9. Birmingham Holdings, LLC
10. Bluffton Health System, LLC
11. Brownwood Hospital, L.P.
12. Brownwood Medical Center, LLC
13. Carlsbad Medical Center, LLC
14. Claremore Regional Hospital, LLC
15. Clarksville Holdings, LLC
16. College Station Hospital, L.P.
17. College Station Medical Center, LLC
18. College Station Merger, LLC
19. CP Hospital GP, LLC
20. CPLP, LLC
21. Crestwood Hospital LP, LLC
22. Crestwood Hospital, LLC
23. CSMC, LLC
24. CSRA Holdings, LLC
25. Deaconess Holdings, LLC
26. Deaconess Hospital Holdings, LLC
27. Desert Hospital Holdings, LLC
28. Xxxxx Hospital, LLC
29. Xxxxx Health System, LLC
30. Gadsden Regional Medical Center, LLC
31. Greenbrier VMC, LLC
32. GRMC Holdings, LLC
33. Xxxxx Medco, LLC
34. Las Cruces Medical Center, LLC
35. Lea Regional Hospital, LLC
36. Longview Merger, LLC
37. LRH, LLC
38. Lutheran Health Network of Indiana, LLC
39. Massillon Health System, LLC
40. Medical Center of Brownwood, LLC
41. MMC of Nevada, LLC
42. Xxxxxxx Hospital, L.P.
43. Xxxxxxx Regional, LLC
44. NRH, LLC
45. Oregon Healthcorp, LLC
46. Xxxxxx-Wasilla Health System, LLC
47. Quorum Health Resources, LLC
48. Regional Hospital of Longview, LLC
49. Russellville Holdings, LLC
50. SACMC, LLC
51. San Xxxxxx Community Medical Center, LLC
52. San Xxxxxx Hospital, L.P.
53. San Xxxxxx Medical, LLC
54. Southern Texas Medical Center, LLC
55. St. Xxxxxx Health System, LLC
56. Tennyson Holdings, Inc.
57. Triad Holdings III, LLC
58. Triad Holdings IV, LLC
59. Triad Holdings V, LLC
60. Triad Hospitals, Inc.
61. Triad of Alabama, LLC
62. Triad of Oregon, LLC
63. Triad-ARMC, LLC
64. Triad-Denton Hospital GP, LLC
65. Triad-Xxxxxx Hospital, L.P.
66. Triad-Xxxxxxx Regional Hospital Subsidiary, LLC
67. VHC Medical, LLC
68. Vicksburg Healthcare, LLC
69. Victoria Hospital, LLC
70. Victoria of Texas, L.P.
71. WHMC, LLC
72. Willamette Valley Medical Center, LLC
73. Women & Children’s Hospital, LLC
74. Woodland Heights Medical Center, LLC
75. Xxxxxxxx Health System, LLC
76. QHG Georgia Holdings, Inc.
77. QHG Georgia, L.P.
78. Frankfort Health Partner, Inc.
79. IOM Health System, L.P.
80. QHG of Bluffton, Inc.
81. QHG of Clinton County, Inc.
82. QHG of Fort Xxxxx, Inc.
38. Lutheran Health Network of Indiana, LLC
39. Massillon Health System, LLC
40. Medical Center of Brownwood, LLC
41. MMC of Nevada, LLC
42. Xxxxxxx Hospital, L.P.
43. Xxxxxxx Regional, LLC
44. NRH, LLC
45. Oregon Healthcorp, LLC
46. Xxxxxx-Wasilla Health System, LLC
47. Quorum Health Resources, LLC
48. Regional Hospital of Longview, LLC
49. Russellville Holdings, LLC
50. SACMC, LLC
51. San Xxxxxx Community Medical Center, LLC
52. San Xxxxxx Hospital, L.P.
53. San Xxxxxx Medical, LLC
54. Southern Texas Medical Center, LLC
55. St. Xxxxxx Health System, LLC
56. Tennyson Holdings, Inc.
57. Triad Holdings III, LLC
58. Triad Holdings IV, LLC
59. Triad Holdings V, LLC
60. Triad Hospitals, Inc.
61. Triad of Alabama, LLC
62. Triad of Oregon, LLC
63. Triad-ARMC, LLC
64. Triad-Denton Hospital GP, LLC
65. Triad-Xxxxxx Hospital, L.P.
66. Triad-Xxxxxxx Regional Hospital Subsidiary, LLC
67. VHC Medical, LLC
68. Vicksburg Healthcare, LLC
69. Victoria Hospital, LLC
70. Victoria of Texas, L.P.
71. WHMC, LLC
72. Willamette Valley Medical Center, LLC
73. Women & Children’s Hospital, LLC
74. Woodland Heights Medical Center, LLC
75. Xxxxxxxx Health System, LLC
76. QHG Georgia Holdings, Inc.
77. QHG Georgia, L.P.
78. Frankfort Health Partner, Inc.
79. IOM Health System, L.P.
80. QHG of Bluffton, Inc.
81. QHG of Clinton County, Inc.
82. QHG of Fort Xxxxx, Inc.
83. QHG of Warsaw, Inc.
84. QHG of Xxxxxxx County, Inc.
85. QHG of Hattiesburg, Inc.
86. River Region Medical Corporation
87. NC-DSH, Inc.
88. QHG of Barberton, Inc.
89. QHG of Massillon, Inc.
90. SouthCrest, L.L.C.
91. Triad-South Tulsa Hospital Company, Inc.
92. QHG of South Carolina, Inc.
93. QHG of Spartanburg, Inc.
84. QHG of Xxxxxxx County, Inc.
85. QHG of Hattiesburg, Inc.
86. River Region Medical Corporation
87. NC-DSH, Inc.
88. QHG of Barberton, Inc.
89. QHG of Massillon, Inc.
90. SouthCrest, L.L.C.
91. Triad-South Tulsa Hospital Company, Inc.
92. QHG of South Carolina, Inc.
93. QHG of Spartanburg, Inc.
Schedule III to the Guarantee
and
Collateral Agreement
Collateral Agreement
EQUITY INTERESTS
PLEDGED EQUITY SECURITIES
CHS GUARANTORS
Number and | % of | |||||||||||||
Class of Equity | Certificate | Equity | ||||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||||
1. |
Centre Hospital Corporation | AL | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
2. |
Cullman Hospital Corporation | XX | Xxxxxxxx Holdings Corp. | 1 Common | 35 | 100 | % | |||||||
3. |
Xxxxx Hospital Corporation | AL | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
4. |
Fort Xxxxx Hospital Corporation | AL | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
5. |
Greenville Hospital Corporation | AL | CHS Holdings Corp. | 1,000 Common | 2 | 100 | % | |||||||
6. |
Forrest City Arkansas Hospital Company, LLC | AR | Xxxxxxx City Hospital Corporation | Membership Interest | 2 | 100 | % | |||||||
7. |
Xxxxxxx City Clinic Company, LLC | AR | Xxxxxxx City Hospital Corporation | 100% Membership Interest |
1 | 100 | % | |||||||
8. |
Xxxxxxx City Hospital Corporation | AR | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
9. |
Xxxxxxxx Hospital Corporation | AR | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
10. |
Payson Hospital Corporation | AZ | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
11. |
Chesterfield/Marlboro, L.P. | DE | Community LP Corp. | Uncertificated | N/A | 99.5 | % | |||||||
Community GP Corp. | Uncertificated | N/A | 0.5 | % | ||||||||||
12. |
CHHS Holdings, LLC | DE | Hallmark Healthcare Corporation | 1.0% Membership Interest |
2 | 1 | % | |||||||
Pennsylvania Hospital Company, LLC | 99.0% Membership Interest |
1 | 99 | % | ||||||||||
13. |
CHS/Community Health Systems, Inc. | DE | Community Health Systems, Inc. | 1,000 Common | 2 | 100 | % | |||||||
14. |
Cleveland Regional Medical | DE | Community LP Corp. | Uncertificated | N/A | 99.5 | % | |||||||
Center, L.P. | Community GP Corp. | Uncertificated | N/A | 0.5 | % | |||||||||
15. |
Community GP Corp. | DE | CHS Holdings Corp. | 1,000 Common | 2 | 100 | % | |||||||
16. |
Community Health Investment Corporation | DE | Community Health Systems, Inc. | 1,290 Common | 2 | 100 | % | |||||||
17. |
Community LP Corp. | DE | CHS Holdings Corp. | 1,000 Common | 2 | 100 | % | |||||||
18. |
Fallbrook Hospital Corporation | DE | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
19. |
Hallmark Healthcare Corporation | DE | Community Health Systems, Inc. | 10,000 Common | 2 | 100 | % |
Number and | % of | |||||||||||||
Class of Equity | Certificate | Equity | ||||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||||
20. |
Hospital of Barstow, Inc. | DE | CHS Holdings Corp. | 1,000 Common | 2 | 100 | % | |||||||
21. |
Lancaster Hospital Corporation | DE | CHS Holdings Corp. | 1,000 Common | 3 | 100 | % | |||||||
22. |
National Healthcare of Cleveland, Inc. | DE | Cleveland Hospital Corporation | 1,000 Common | 5 | 100 | % | |||||||
23. |
National Healthcare of Cullman, Inc. | DE | Cullman Hospital Corporation | 1,000 Common | 4 | 100 | % | |||||||
24. |
National Healthcare of Decatur, Inc. | DE | Hallmark Holdings Corp. | 1,000 Common | 3 | 100 | % | |||||||
25. |
National Healthcare of Hartselle, Inc. | DE | Hallmark Holdings Corp. | 1,000 Common | 3 | 100 | % | |||||||
26. |
National Healthcare of Leesville, Inc. | DE | Hallmark Holdings Corp. | 1,000 Common | 4 | 100 | % | |||||||
27. |
National Healthcare of Mt. Xxxxxx, Inc. | DE | Hallmark Healthcare Corporation | 100 Common | 2 | 100 | % | |||||||
28. |
National Healthcare of Newport, Inc. | DE | Hallmark Holdings Corp. | 1,000 Common | 3 | 100 | % | |||||||
29. |
NWI Hospital Holdings, LLC | DE | CHS Holdings Corp. | 100% Membership Interest |
1 | 100 | % | |||||||
30. |
Pennsylvania Hospital Company, LLC | DE | CHS/Community Health Systems, Inc. | 100.0% Membership Interest |
1 | 100 | % | |||||||
31. |
Phoenixville Hospital Company, LLC | DE | Hallmark Healthcare Corporation | 1.0% Membership Interest |
2 | 1 | % | |||||||
Pennsylvania Hospital Company, LLC | 99.0% Membership Interest |
1 | 99 | % | ||||||||||
32. |
Pottstown Hospital Company, LLC | DE | Hallmark Healthcare Corporation | 1.0% Membership Interest |
2 | 1 | % | |||||||
Pennsylvania Hospital Company, LLC | 99.0% Membership Interest |
1 | 99 | % | ||||||||||
33. |
Ruston Hospital Corporation | DE | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
34. |
Watsonville Hospital Corporation | DE | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % | |||||||
35. |
Xxxx Hospital Corporation | DE | Community Health Investment Corporation | 1,000 Common | 1 | 100 | % | |||||||
36. |
Xxxx Hospital Holdings, LLC | XX | Xxxx Hospital Corporation | 100.0% Membership Interest |
1 | 100 | % | |||||||
37. |
Xxxxxx Regional Hospital, Inc. | GA | CHS Holdings Corp. | 1,000 Common | 2 | 100 | % | |||||||
38. |
Xxxx Hospital Corporation | IL | CHS Holdings Corp. | 1,000 Common | 1 | 100 | % |
Number and | % of | |||||||||||
Class of Equity | Certificate | Equity | ||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||
39. |
Galesburg Hospital Corporation | IL | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
40. |
Granite City Hospital Corporation | IL | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
41. |
Granite City Illinois Hospital Company, LLC | IL | Granite City Hospital Corporation | 100.0% Membership interest |
1 | 100% | ||||||
42. |
Marion Hospital Corporation | IL | Community Health Investment Corporation | 1,000 Common | 1 | 100% | ||||||
43. |
Red Bud Hospital Corporation | IL | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
44. |
Red Bud Illinois Hospital Company, LLC | IL | Red Bud Hospital Corporation | 100.0% Membership interest |
1 | 100% | ||||||
45. |
Waukegan Hospital Corporation | IL | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
46. |
Waukegan Illinois Hospital Company, LLC | IL | Waukegan Hospital Corporation | Membership Interest | 2 | 100% | ||||||
47. |
Hospital of Xxxxxx, Inc. | KY | CHS Holdings Corp. | 1,000 Common | 4 | 100% | ||||||
48. |
Hospital of Louisa, Inc. | KY | CHS Holdings Corp. | 1,000 Common | 4 | 100% | ||||||
49. |
Xxxxxxx Hospital Corporation | KY | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
50. |
Ruston Louisiana Hospital Company, LLC | LA | Ruston Hospital Corporation | Membership Interest | 2 | 100% | ||||||
51. |
Farmington Hospital Corporation | MO | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
52. |
Farmington Missouri Hospital Company, LLC | MO | Farmington Hospital Corporation | Membership Interest | 2 | 100% | ||||||
53. |
Kirksville Hospital Corporation | MO | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
54. |
Xxxxxxx Hospital, Inc. | MO | CHS Holdings Corp. | 1,000 Common | 3 | 100% | ||||||
55. |
Williamston Hospital Corporation | NC | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
56. |
Salem Hospital Corporation | NJ | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
57. |
Deming Hospital Corporation | NM | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
58. |
Roswell Hospital Corporation | NM | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
59. |
San Xxxxxx Hospital Corporation | NM | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
60. |
CHS Holdings Corp. | NY | Community Health Investment Corporation | 1,000 Common | 1 | 100% | ||||||
61. |
Hallmark Holdings Corp. | NY | Hallmark Healthcare Corporation | 1,000 Common | 1 | 100% | ||||||
62. |
Xxx County Hospital Corporation | OK | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
63. |
Xxx County Oklahoma Hospital Company, LLC | OK | Xxx County Hospital Corporation | Membership Interest | 2 | 100% | ||||||
64. |
CHS Berwick Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% |
Number and | % of | |||||||||||
Class of Equity | Certificate | Equity | ||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||
65. |
Clinton Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
66. |
Coatesville Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
67. |
Northampton Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
68. |
Sunbury Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
69. |
West Grove Hospital Corporation | PA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
70. |
Brownsville Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
71. |
Cleveland Hospital Corporation | TN | Hallmark Holdings Corp. | 1,981,000 Common | 47 | 100% | ||||||
72. |
Dyersburg Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
73. |
Hospital of Morristown, Inc. | TN | Lakeway Hospital Corporation | 1,000 Common | 5 | 100% | ||||||
74. |
Xxxxxxx Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
75. |
Jackson, Tennessee Hospital Company, LLC | TN | Xxxxxxx Hospital Corporation | 100.0% Membership Interest |
1 | 100% | ||||||
76. |
Lakeway Hospital Corporation | TN | CHS Holdings Corp. | 1 Common | 51 | 100% | ||||||
77. |
Lexington Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
78. |
Xxxxxx Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
79. |
XxXxxxxx Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
80. |
McNairy Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
81. |
Shelbyville Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
82. |
Sparta Hospital Corporation | TN | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
83. |
Big Bend Hospital Corporation | TX | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
84. |
Big Spring Hospital Corporation | TX | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
85. |
Granbury Hospital Corporation | TX | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
86. |
Jourdanton Hospital Corporation | TX | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
87. |
NHCI of Hillsboro, Inc. | TX | Hallmark Holdings Corp. | 1,000 Common | 3 | 100% | ||||||
88. |
Weatherford Hospital Corporation | TX | CHS Holdings Corp. | 1,000 Common | 2 | 100% | ||||||
89. |
Weatherford Texas Hospital Company, LLC | TX | Xxxxxxxxxxx Hospital Corporation | Membership Interest | 2 | 100% | ||||||
90. |
Tooele Hospital Corporation | UT | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
91. |
Emporia Hospital Corporation | VA | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
92. |
Franklin Hospital Corporation | VA | CHS Holdings Corp. | 1,000 Common | 1 | 100% |
Number and | % of | |||||||||||
Class of Equity | Certificate | Equity | ||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||
93.
|
Petersburg Hospital Company, LLC | VA | Community Health Investment Corporation |
1.0% Membership Interest |
2 | 1% | ||||||
Virginia Hospital Company, LLC |
99.0% Membership Interest |
1 | 99% | |||||||||
94.
|
Xxxxxxx County Medical Center, Inc. | VA | CHS Holdings Corp. | 1,000 Common | 3 | 100% | ||||||
95.
|
Virginia Hospital Company, LLC | VA | CHS/Community Health Systems, Inc. | 100.0% Membership Interest |
1 | 100% | ||||||
96.
|
Oak Hill Hospital Corporation | WV | CHS Holdings Corp. | 1,000 Common | 1 | 100% | ||||||
97.
|
Evanston Hospital Corporation | WY | CHS Holdings Corp. | 1,000 Common | 1 | 100% |
CHS PLEDGED PERMITTED SYNDICATION SUBSIDIARIES
Number and | % of | |||||||||||
Class of Equity | Certificate | Equity | ||||||||||
Issuer | State | Owner | Interest | Number | Interest | |||||||
1.
|
Bullhead City Hospital Investment Corporation |
DE | CHS Holdings Corp. | 5,000 Common | 2 | 98.04% | ||||||
2.
|
Kirksville Missouri Hospital Company, LLC |
MO | Kirksvillle Hospital Corporation |
1,800 Common | 33 | 82.49% | ||||||
3.
|
Lake Wales Hospital Investment Corporation |
FL | CHS Holdings Corp. | 1,932 Common | 15 | 94.11% | ||||||
4.
|
Laredo Texas Hospital Company, L.P. | TX | Xxxx Hospital Corporation | Partnership Unit | 0.0159% | |||||||
Xxxx Hospital Holdings, LLC | Partnership Unit | 95.1316% | ||||||||||
5.
|
North Okaloosa Medical Corp. | FL | CHS Holdings Corp. | 3.421,000 Common |
15 | 95.31% | ||||||
6.
|
Northwest Indiana Health Systems, LLC | DE | NWI Hospital Holdings, LLC | Uncertificated | 100% |
TRIAD GUARANTORS
% of | ||||||||||||||
Number and Class of | Cert. | Equity | ||||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||||
1.
|
QHG of Enterprise, Inc. | AL | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||||
2.
|
QHG of Jacksonville, Inc. | AL | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||||
3.
|
QHG of Springdale, Inc. | AR | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||||
4.
|
Triad-El Dorado, Inc. | AR | Triad Holdings III, LLC | 1,000 Common | 4 | 100% | ||||||||
5.
|
Abilene Hospital, LLC | DE | Abilene Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % |
% of | ||||||||||||||
Number and Class of | Cert. | Equity | ||||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||||
6.
|
Abilene Merger, LLC | DE | Triad Holdings V, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
7.
|
Arizona DH, LLC | DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
8.
|
ARMC, LP | DE | Abilene Hospital, LLC | 99.0% Percentage Ownership |
99 | % | ||||||||
Triad-ARMC, LLC | 1.0% Percentage Ownership |
1 | % | |||||||||||
9.
|
Birmingham Holdings, LLC | DE | Triad Holdings V, LLC | Aggregate Limited Liability Company Interest |
100 | % | ||||||||
10.
|
Bluffton Health System, LLC | DE | QHG of Bluffton, Inc. | 99.0% Aggregate Limited Liability Company Interest |
99 | % | ||||||||
Frankfort Health Partner, Inc. | 1.0% Aggregate Limited Liability Company Interest |
1 | % | |||||||||||
11.
|
Brownwood Hospital, L.P. | DE | Brownwood Medical Center, LLC | 1.0% Percentage Ownership |
1 | % | ||||||||
Medical Center of Brownwood, LLC | 99.0% Percentage Ownership |
99 | % | |||||||||||
12.
|
Brownwood Medical Center, LLC | DE | Southern Texas Medical Center, LLC |
100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
13.
|
Carlsbad Medical Center, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100 | % | ||||||||
14.
|
Claremore Regional Hospital, LLC | DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
15.
|
Clarksville Holdings, LLC | DE | River Region Medical Corporation |
Aggregate Limited Liability Company Interest |
100 | % | ||||||||
16.
|
College Station Hospital, L.P. | DE | College Station Medical Center, LLC |
1.0% Percentage Membership |
1 | % | ||||||||
CSMC, LLC | 99.0% Percentage Membership |
99 | % | |||||||||||
17.
|
College Station Medical Center, LLC | DE | College Station Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
18.
|
College Station Merger, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100 | % | ||||||||
19.
|
CP Hospital GP, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100 | % | ||||||||
20.
|
CPLP, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100 | % |
% of | ||||||||||||||
Number and Class of | Cert. | Equity | ||||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||||
21.
|
Crestwood Hospital LP, LLC | DE | Crestwood Hospital, LLC | 100.0% Membership Interest |
100% | |||||||||
22.
|
Crestwood Hospital, LLC | DE | Triad Holdings III, LLC | 100.0% Membership Interest |
100% | |||||||||
23.
|
CSMC, LLC | DE | College Station Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100 | % | ||||||||
24.
|
CSRA Holdings, LLC | DE | QHG Georgia Holdings, Inc. | Aggregate Limited Liability Company Interest |
100% | |||||||||
25.
|
Deaconess Holdings, LLC | DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
26.
|
Deaconess Hospital Holdings, LLC | DE | Deaconess Holdings, LLC | Uncertificated | 80% | |||||||||
27.
|
Desert Hospital Holdings, LLC | DE | Deaconess Holdings, LLC | Aggregate Limited Liability Company Interest |
100% | |||||||||
28.
|
Xxxxx Hospital, LLC | DE | VHC Medical, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
29.
|
Xxxxx Health System, LLC | DE | QHG of Clinton County, Inc. | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
30.
|
Gadsden Regional Medical Center, LLC |
DE | GRMC Holdings, LLC | Aggregate Limited Liability Company Interest |
100% | |||||||||
31.
|
Greenbrier VMC, LLC | DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
32.
|
GRMC Holdings, LLC | DE | Triad Holdings V, LLC | Aggregate Limited Liability Company Interest |
100% | |||||||||
33.
|
Xxxxx Medco, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||||
34.
|
Las Cruces Medical Center, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||||
35.
|
Lea Regional Hospital, LLC | XX | Xxxxx Medco, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
36.
|
Longview Merger, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||||
37.
|
LRH, LLC | DE | Longview Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||||
38.
|
Lutheran Health Network of Indiana, LLC | DE | Triad Holdings V, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% |
% of | ||||||||||||
Number and Class of | Cert. | Equity | ||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||
39.
|
Massillon Health System, LLC | DE | QHG of Massillon, Inc. | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
40.
|
Medical Center of Brownwood, LLC | DE | Southern Texas Medical Center, LLC |
100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
41.
|
MMC of Nevada, LLC | XX | Xxxxxxxx Holdings, Inc. | 100% Membership Interest |
100% | |||||||
42.
|
Xxxxxxx Hospital, X.X. | XX | Xxxxxxx Regional, LLC | 1.0% Percentage Ownership |
1% | |||||||
NRH, LLC | 99.0% Percentage Ownership |
99% | ||||||||||
43.
|
Xxxxxxx Regional, LLC | DE | Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
44.
|
NRH, LLC | DE | Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
45.
|
Oregon Healthcorp, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
46.
|
Xxxxxx-Wasilla Health System, LLC |
DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
47.
|
Quorum Health Resources, LLC | DE | Triad Hospitals, Inc. | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
48.
|
Regional Hospital of Longview, LLC | DE | Longview Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
49.
|
Russellville Holdings, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
50.
|
SACMC, LLC | DE | San Xxxxxx Medical, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
51.
|
San Xxxxxx Community Medical Center, LLC |
DE | San Xxxxxx Medical, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
52.
|
San Xxxxxx Hospital, L.P. | DE | SACMC, LLC | 99.0% Percentage Ownership |
99% | |||||||
San Xxxxxx Community Medical Center, LLC |
1.0% Percentage Ownership |
1% | ||||||||||
53.
|
San Xxxxxx Medical, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
54.
|
Southern Texas Medical Center, LLC |
XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% |
% of | ||||||||||||
Number and Class of | Cert. | Equity | ||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||
55.
|
St. Xxxxxx Health System, LLC | DE | Frankfort Health Partner, Inc. | 1.0% Aggregate Limited Liability Company Interest |
1% | |||||||
QHG of Fort Xxxxx, Inc. | 99.0% Aggregate Limited Liability Company Interest |
99% | ||||||||||
56.
|
Tennyson Holdings, Inc. | DE | Triad Hospitals, Inc. | 1,000 Common Shares | 1 | 100% | ||||||
57.
|
Triad Holdings III, LLC | DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
58.
|
Triad Holdings IV, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
59.
|
Triad Holdings V, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
60.
|
Triad Healthcare Corporation
(fka Triad Hospitals, Inc.) |
DE | CHS/Community Health Systems, Inc. | 1,000 Common Shares | 4 | 100% | ||||||
61.
|
Triad of Alabama, LLC | DE | Triad Holdings V, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
62.
|
Triad of Oregon, LLC | XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
63.
|
Triad-ARMC, LLC | DE | Abilene Merger, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
64.
|
Triad-Xxxxxx Hospital GP, LLC | DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
65.
|
Triad-Xxxxxx Hospital, L.P. | DE | Arizona DH, LLC | 99.0% Percentage Ownership |
99% | |||||||
Triad-Xxxxxx Hospital GP, LLC | 1.0% Percentage Ownership |
1% | ||||||||||
66.
|
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC |
XX | Xxxxxxxx Holdings, Inc. | 100.0% Membership Interest |
100% | |||||||
67.
|
VHC Medical, LLC | DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
68.
|
Vicksburg Healthcare, LLC | DE | River Regional Medical Corporation |
Aggregate Limited Liability Company Interest |
100% | |||||||
69.
|
Victoria Hospital, LLC | DE | VHC Medical, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
70.
|
Victoria of Texas, X.X. | XX | Xxxxx Hospital, LLC | 1.0% Percentage Ownership |
1% | |||||||
Victoria Hospital, LLC | 99.0% Percentage Ownership |
1% |
% of | ||||||||||||
Number and Class of | Cert. | Equity | ||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||
71.
|
WHMC, LLC | DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
72.
|
Willamette Valley Medical Center, LLC |
DE | Oregon Healthcorp, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
73.
|
Women & Children’s Hospital, LLC | DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
74.
|
Woodland Heights Medical Center, LLC |
DE | Triad Holdings III, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
75.
|
Xxxxxxxx Health System, LLC | DE | Triad Holdings IV, LLC | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
76.
|
QHG Georgia Holdings, Inc. | GA | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
77.
|
QHG Georgia, L.P. | GA | NC-DSH, Inc. | 99.0% Percentage Ownership |
99% | |||||||
QHG Georgia Holdings, Inc. | 1.0% Percentage Ownership |
1% | ||||||||||
78.
|
Frankfort Health Partner, Inc. | IN | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
79.
|
IOM Health System, L.P. | Lutheran Health Network of Indiana, LLC | 1.0% Percentage Ownership |
1% | ||||||||
IN | Lutheran Health Network of Indiana, LLC | 98.0% Percentage Ownership |
98% | |||||||||
QHG of Fort Xxxxx, Inc. | 1.0% Percentage Ownership |
1% | ||||||||||
80.
|
QHG of Bluffton, Inc. | IN | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
81.
|
QHG of Clinton County, Inc. | IN | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
82.
|
QHG of Fort Xxxxx, Inc. | IN | Triad Holdings V, LLC | 1,000 Common | 3 | 100% | ||||||
83.
|
QHG of Warsaw, Inc. | IN | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
84.
|
QHG of Xxxxxxx County, Inc. | MS | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
85.
|
QHG of Hattiesburg, Inc. | MS | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
86.
|
River Region Medical Corporation |
MS | Triad Holdings V, LLC | 5,949,472 Common | 2 | 100% | ||||||
87.
|
NC-DSH, Inc. | NV | QHG Georgia Holdings, Inc. | 1,000 Common | 3 | 100% | ||||||
88.
|
QHG of Barberton, Inc. | OH | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
89.
|
QHG of Massillon, Inc. | OH | Triad Holdings V, LLC | 1,000 Common | 2 | 100% |
% of | ||||||||||||
Number and Class of | Cert. | Equity | ||||||||||
Entity | State | Owner | Equity Interest | # | Interest | |||||||
90.
|
SouthCrest, L.L.C. | OK | Triad-South Tulsa Hospital Company, Inc. | 100.0% Aggregate Limited Liability Company Interest |
100% | |||||||
91.
|
Triad-South Tulsa Hospital Company, Inc. | OK | Triad Holdings III, LLC | 1,000 Common | 5 | 100% | ||||||
92.
|
QHG of South Carolina, Inc. | SC | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
93.
|
QHG of Spartanburg, Inc. | SC | Triad Holdings V, LLC | 1,000 Common | 2 | 100% | ||||||
TRIAD PLEDGED PERMITTED SYNDICATION SUBSIDIARIES AND JOINT VENTURES | ||||||||||||
Number and | % of | |||||||||||
Class of Equity | Cert. | Equity | ||||||||||
Entity | State | Owner | Interest | # | Interest | |||||||
1.
|
Affinity Health Systems, LLC | DE | Birmingham Hospital Holdings, LLC | Uncertificated | 100% | |||||||
2.
|
Augusta Health System, LLC | DE | CSRA Holdings, LLC | Uncertificated | 65.16% | |||||||
3.
|
Cedar Park Health System, L.P. | DE | CP Hospital GP, LLC CPLP, LLC |
Uncertificated Uncertificated |
1% 79% |
|||||||
4.
|
Clarksville Health System, G.P. | DE | Clarksville Holdings, LLC | Uncertificated | 80% | |||||||
5.
|
Crestwood Healthcare, L.P. | DE | Crestwood Hospital, LLC | Percentage Ownership | 20.02% | |||||||
Crestwood Hospital LP, LLC | Percentage Ownership | 60.35% | ||||||||||
6.
|
Hot Springs National Park Hospital Holdings, LLC |
XX | Xxxxxxxx Holdings, Inc. | Membership Interests | 94.87% | |||||||
7.
|
Longview Medical Center, L.P. | DE | Regional Hospital of Longview, LLC | Partnership Interest | 1% | |||||||
LRH, LLC | Partnership Interest | 72.98% | ||||||||||
8.
|
Xxxx Xxxxx Health System, LLC | DE | QHG of Spartanburg, Inc. | Uncertificated | 93.93% | |||||||
9.
|
Massillon Community Health System, LLC | DE | Massillon Health System, LLC | Limited Liability Company Interest |
80% | |||||||
10.
|
Northwest Arkansas Hospitals, LLC | DE | QHG of Springdale, Inc. | Uncertificated | 99.56% | |||||||
11.
|
Piney Xxxxx Healthcare System, X.X. | XX | Xxxxxxxx Heights Medical Center, LLC |
Percentage Ownership | 1% | |||||||
WHMC, LLC | Percentage Ownership | 90.34% | ||||||||||
12.
|
Warsaw Health System, LLC, LLC | DE | QHG of Warsaw, Inc. | Limited Liability Company Interest |
98.56% | |||||||
Frankfort Health Partner, Inc. | Limited Liability Company Interest |
1% |
PLEDGED DEBT SECURITIES
To be delivered post-closing pursuant to the post-closing letter.
Schedule IV to the Guarantee and
Collateral Agreement
Collateral Agreement
DEBT INSTRUMENTS; ADVANCES
To be delivered post-closing pursuant to the post-closing letter.
Schedule V to the Guarantee and
Collateral Agreement
Collateral Agreement
MORTGAGE FILINGS
Hospital Name/Address | Corporate Owner | County | ||
DeKalb Regional Medical Center 200 Medical Center Drive P.O. Box 680778 Xxxx Xxxxx, XX 00000 |
Fort Xxxxx Hospital Corporation (AL) | DeKalb | ||
Flowers Hospital 0000 Xxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
Triad of Alabama, LLC (DE) | Houston | ||
Gadsden Regional Medical Center
0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
Gadsden Regional Medical Center, LLC (DE) | Etowah | ||
Jacksonville Medical Center 0000 Xxxxxx Xxxx, Xxxxx Xxxxxxxxxxxx, XX 00000 |
QHG of Jacksonville, Inc. (AL) | Xxxxxxx | ||
Medical Center Enterprise 000 Xxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 |
QHG of Enterprise, Inc. (AL) | Coffee | ||
Parkway Medical Center 0000 Xxxxxxxx Xx., XX (P.O. Box 2211) Xxxxxxx, XX 00000 |
National Healthcare of Decatur, Inc. (DE) | Xxxxxx | ||
Xxxxxxxxx Xxxxxxx Xxxxxx xx Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxx. Xxxxxxxxxxx, XX 00000 |
QHG of Springdale, Inc. (AR) | Xxxxxx | ||
Saint Mary’s Regional Medical Center 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 |
Russellville Holdings, LLC (and St. Mary’s Real Property, LLC) | Xxxx | ||
Watsonville Community Hospital 00 Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 |
Watsonville Hospital Corporation (DE) | Santa Xxxx | ||
Galesburg Cottage Hospital 000 X. Xxxxxxx Xx. Xxxxxxxxx, XX 00000 |
Galesburg Hospital Corporation (IL) | Xxxx | ||
Gateway Regional Medical Center 0000 Xxxxxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 |
Granite City Illinois Hospital Company, LLC (IL) | Madison | ||
Heartland Regional Medical Center 0000 Xxxx XxXxxxx Xxxxxx, XX 00000 |
Marion Hospital Corporation (IL) | Xxxxxxxxxx | ||
Vista Medical Center (includes East and West) 0000 X. Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
Hospital Company, LLC (IL) | Lake | ||
Bluffton Regional Medical Center 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 |
Bluffton Health System, LLC (DE) | Xxxxx | ||
Xxxxx Memorial Hospital 000 X. 00xx Xxxxxx Xxxx, XX 00000 |
Xxxxx Health System, LLC (DE) | Miami |
Hospital Name/Address | Corporate Owner | County | ||
Lutheran Hospital of Indiana 0000 Xxxx Xxxxxxxxx Xxxx. Xxxx Xxxxx, XX 00000 |
IOM Health System, L.P. (IN Ltd. Partnership) |
Xxxxx | ||
St. Xxxxxx Hospital 000 Xxxxxxxx Xxxx Xxxxx, XX 00000 |
St. Xxxxxx Health System, LLC (DE) | Xxxxx | ||
Women and Children’s Hospital 0000 Xxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 |
Women and Children’s Hospital, LLC | Calcasieu | ||
River Region Health System 2100 Highway 00 Xxxxx/0000 X. Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
Vicksburg Healthcare, LLC (DE) | Xxxxxx | ||
Mineral Area Regional Medical Center 0000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 |
Farmington Missouri Hospital Company, LLC (MO) | Saint Xxxxxxxx | ||
Xxxxxxx Regional Medical Center 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
Moberly Hospital, Inc. (MO) | Xxxxxxxx | ||
The Memorial Hospital of Salem County 000 Xxxxxxxxx Xxxx Xxxxx, XX 00000 |
Salem Hospital Corporation (NJ) | Salem | ||
Alta Vista Regional Hospital 000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 |
San Xxxxxx Hospital Corporation (NM) | San Xxxxxx | ||
Carlsbad Medical Center 0000 Xxxx Xxxxxx Xxxxxxxx, XX 00000 |
Carlsbad Medical Center, LLC | Eddy | ||
Eastern New Mexico Medical Center 000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 |
Roswell Hospital Corporation (NM) | Xxxxxx | ||
Xxx Regional Medical Center 0000 X. Xxxxxxxxx Xxxxxxx Xxxxx, XX 00000 |
Lea Regional Hospital, LLC | Lea | ||
MountainView Regional Medical Center 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 |
Las Cruces Medical Center, LLC (DE) | Xxxx Xxx | ||
Claremore Regional Hospital 0000 X. Xxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
Claremore Regional Hospital, LLC | Xxxxxx | ||
Ponca City Medical Center 0000 Xxxxx 00xx Xxxxxx Xxxxx Xxxx, XX 00000 |
Xxx County Oklahoma Hospital Company, LLC (OK) | Xxx | ||
SouthCrest Hospital 0000 Xxxxx 000xx Xxxx Xxx. Xxxxx, XX 00000 |
SouthCrest, L.L.C. | Tulsa | ||
Willamette Valley Medical Center 0000 XX Xxxxxxx Xxxxxx XxXxxxxxxxx, XX 00000 |
Willamette Valley Medical Center, LLC | Yamhill | ||
Berwick Hospital Center 000 Xxxx 00xx Xxxxxx Xxxxxxx, XX 00000 |
CHS Berwick Hospital Corporation (PA) | Columbia |
Hospital Name/Address | Corporate Owner | County | ||
Brandywine Hospital 000 Xxxxxxxxxx Xx. Xxxxxxxxxxx, XX 00000 |
Coatesville Hospital Corporation (PA) | Xxxxxxx | ||
Xxxxxx Hospital 000 Xxxxx 00xx Xxxxxx Xxxxxx, XX 00000-0000 |
Northampton Hospital Corporation (PA) | Northampton | ||
Jennersville Regional Hospital 0000 Xxxx Xxxxxxxxx Xxxx Xxxx Xxxxx, XX. 00000 |
West Grove Hospital Corporation (PA) | Xxxxxxx | ||
Lock Haven Hospital 00 Xxxx Xxxxx Xxxx Xxxxx, XX 00000-0000 |
Clinton Hospital Corporation (PA) | Washington | ||
Phoenixville Hospital 000 Xxxx Xxxx Xxxxxxxxxxxx, XX 00000 |
Phoenixville Hospital Company, LLC (DE) | Xxxxxxx | ||
Pottstown Memorial Medical Center 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Pottstown Hospital Company, LLC (DE) | Xxxxxxxxxx | ||
Sunbury Community Hospital 000 X. Xxxxxxxx Xxxxxx (P. O. Xxx 000) Xxxxxxx, XX 00000 |
Sunbury Hospital Corporation (PA) | Northumberland | ||
Carolinas Hospital System 000 Xxxxxxxx Xxxxxxx Xxxxxxxx, XX 00000 |
QHG of South Carolina, Inc. (SC) | Florence | ||
Springs Memorial Hospital 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Lancaster Hospital Corporation (DE) | Lancaster | ||
Dyersburg Regional Medical Center 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Dyersburg Hospital Corporation (TN) | Xxxx | ||
Lakeway Regional Hospital 000 XxXxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Hospital of Morristown, Inc. (TN) | Xxxxxxx | ||
Regional Hospital of Xxxxxxx 000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 |
Jackson, Tennessee Hospital Company, LLC (TN) | Madison | ||
SkyRidge Medical Center (includes Cleveland) 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
National Healthcare of Cleveland, Inc. (TN) | Xxxxxxx | ||
Volunteer Community Hospital 000 Xx. Xxxxx Xxxx Xxxxxx, XX 00000 |
Xxxxxx Hospital Corporation (TN) | Xxxxxxx | ||
Abilene Regional Medical Center 0000 Xxx 00 00 Xxxxxxx, XX 00000 |
ARMC, X.X. | Xxxxxx | ||
College Station Medical Center 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, XX 00000 |
College Station Hospital, L.P. | Brazos | ||
XxXxx Hospital Xxxxxxx 000 X. Xxx Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
Victoria of Texas, L.P. | Xxxxxxxx | ||
XxXxx Hospital North 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
Victoria of Texas, L.P. | Victoria |
Hospital Name/Address | Corporate Owner | County | ||
San Xxxxxx Community Medical Center 0000 Xxxxxxxxxxxxx Xx. Xxx Xxxxxx, XX 00000 |
San Xxxxxx Hospital, L.P. | Xxx Xxxxx | ||
Scenic Mountain Medical Center 0000 Xxxx Xxxxxxxx Xxxxx Xxx Xxxxxx, XX 00000 |
Big Spring Hospital Corporation (TX) | Xxxxxx | ||
South Texas Regional Medical Center 0000 Xxxxxxx 00 X Xxxxxxxxxx, XX 00000 |
Jourdanton Hospital Corporation (TX) | Atascosa | ||
Mountain Xxxx Xxxxxxx Xxxxxx 0000 X. Xxxx Xxxxxx, XX 00000-0000 |
Tooele Hospital Corporation (UT) | Tooele | ||
Southern Virginia Regional Medical Center 000 Xxxxx Xxxx Xxxxxx Xxxxxxx, XX 00000 |
Emporia Hospital Corporation (VA) | Greensville | ||
Southampton Memorial Hospital 000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
Franklin Hospital Corporation (VA) | Southampton | ||
Greenbrier Valley Medical Center 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Greenbrier VMC, LLC (and GRB Real Estate, LLC) | Greenbrier |
Schedule VI to the Guarantee and
Collateral Agreement
Collateral Agreement
U.S. COPYRIGHTS OWNED BY GRANTORS
U.S. Copyright Registrations
Title | Reg. No. | Author | ||
NONE |
Pending U.S. Copyright Applications for Registration
Title | Author | Class | Date Filed | |||
NONE |
Non-U.S. Copyright Registrations
[List in alphabetical order by country/numerical order by Registration No. within each country.]
Country | Title | Reg. No. | Author | |||
NONE |
Non-U.S. Pending Copyright Applications for Registration
[List
in alphabetical order by country.]
Country | Title | Author | Class | Date Filed | ||||
NONE |
VI-2
LICENSES
[Make a separate page of Schedule VIII for each Grantor, and state if any Grantor is not a party
to a license/sublicense.]
I.
Licenses/Sublicenses of [Name of Grantor] as
Licensor/Sublicensor on Date Hereof1
A. Copyrights
[List U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights by country
in alphabetical order with Registration Nos. within each country in numerical order.]
U.S. Copyrights
Title of | ||||||||
Licensee Name | Date of License/ | U.S. | ||||||
and Address | Sublicense | Copyright | Author | Reg. No. | ||||
NONE |
Non-U.S. Copyrights
Date of | Title of | |||||||||
Licensee Name | License/ | Non-U.S. | ||||||||
Country | and Address | Sublicense | Copyrights | Author | Reg. No. | |||||
1 | This is not applicable to this deal as there are no licenses. |
VI-3
B. Patents
[List U.S. patent Nos. and U.S. patent application Nos. in numerical order. List non-U.S.
patent Nos. and non-U.S. application in alphabetical order by country, with numbers within
each country in numerical order.]
U.S. Patents
Licensee Name | Date of License/ | |||||
and Address | Sublicense | Issue Date | Patent No. | |||
NONE |
U.S. Patent Applications
Licensee Name | Date of License/ | |||||
and Address | Sublicense | Date Filed | Application No. | |||
NONE |
Non-U.S. Patents
Licensee Name | Date of License/ | Issue | Non-U.S. | |||||
Country | and Address | Sublicense | Date | Patent No. | ||||
NONE |
Non-U.S. Patent Applications
Licensee Name | Date of License/ | Date | ||||||
Country | and Address | Sublicense | Filed | Application No. | ||||
NONE |
VI-4
C. Trademarks
[List U.S. trademark Nos. and U.S. trademark application Nos. in numerical order. List
non-U.S. trademark Nos. and non-U.S. application Nos. with trademark Nos. within each
country in numerical order.]
U.S. Federal Trademarks
Licensee Name | Date of License/ | |||||||
and Address | Sublicense | Xxxx | Reg. Date | Reg. No. | ||||
NONE |
U.S. State Trademarks
Licensee Name | Date of License/ | |||||||
and Address | Sublicense | Xxxx | Reg. Date | Reg. No. | ||||
NONE |
U.S. Trademark Applications
Licensee Name | Date of License/ | |||||||
and Address | Sublicense | U.S. Xxxx | Date Filed | Application No. | ||||
NONE |
Non-U.S. Trademarks
Licensee Name | Date of License/ | Non-U.S. | ||||||||
Country | and Address | Sublicense | Xxxx | Reg. Date | Reg. No. | |||||
NONE |
Non-U.S. Trademark Applications
Licensee Name | Date of License/ | Non-U.S. | Date | |||||||
Country | and Address | Sublicense | Xxxx | Filed | Application No. | |||||
NONE |
VI-5
D. Others
Licensee Name | Date of License/ | Subject | ||
and Address | Sublicense | Matter | ||
None. |
VI-6
II. Licenses/Sublicenses of [Name of Grantor] as Licensee/Sublicensee on Date Hereof
A. Copyrights
[List U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights
by country in alphabetical order, with Registration Nos. within each country in
numerical order.]
U.S. Copyrights
Licensor Name and | Date of License/ | Title of | ||||||
Address | Sublicense | U.S. Copyright | Author | Reg. No. | ||||
NONE |
Non-U.S. Copyrights
Date of | Title of | |||||||||
Licensor Name | License/ | Non-U.S. | ||||||||
Country | and Address | Sublicense | Copyrights | Author | Reg. No. | |||||
NONE |
VI-7
B. Patents
[List U.S. patent Nos. and U.S. patent application Nos. in numerical order. List
non-U.S. patent Nos. and non-U.S. application Nos. in alphabetical order by country
with patent Nos. within each country in numerical order.]
U.S. Patents
Date of | ||||||
Licensor Name | License/ | |||||
and Address | Sublicense | Issue Date | Patent No. | |||
NONE |
U.S. Patent Applications
Licensor Name | Date of License/ | |||||
and Address | Sublicense | Date Filed | Application No. | |||
NONE |
Non-U.S. Patents
Licensor Name | Date of License/ | Issue | Non-U.S. | |||||
Country | and Address | Sublicense | Date | Patent No. | ||||
NONE |
Non-U.S.Patent Applications
Licensor Name | Date of License/ | Date | ||||||
Country | and Address | Sublicense | Filed | Application No. | ||||
NONE |
VI-8
C. Trademarks
[List U.S. trademark Nos. and U.S. trademark application Nos. in numerical
order. List non-U.S. trademark Nos. and non-U.S. application Nos. with trademark
Nos. within each country in numerical order.]
U.S. Trademarks
Licensor Name | Date of License/ | |||||||
and Address | Sublicense | U.S. Xxxx | Reg. Date | Reg. No. | ||||
NONE |
U.S. Trademark Applications
Licensor Name | Date of License/ | Date | ||||||
and Address | Sublicense | U.S. Xxxx | Filed | Application No. | ||||
NONE |
Non-U.S. Trademarks
Licensor Name | Date of License/ | Non-U.S. | ||||||||
Country | and Address | Sublicense | Xxxx | Reg. Date | Reg. No. | |||||
NONE |
Non-U.S. Trademark Applications
Licensor Name | Date of License/ | Non-U.S. | Date | |||||||
Country | and Address | Sublicense | Xxxx | Filed | Application No. | |||||
NONE |
VI-9
D. Others
Date of License/ | ||||
Licensor Name and Address | Sublicense | Subject Matter | ||
NONE |
VI-10
PATENTS OWNED BY [NAME OF GRANTOR]
[Make a separate page of Schedule VIII for each Grantor and state if no patents are owned.
List in numerical order by Patent No./Patent Application No.]
U.S. Patents
Patent No. | Issue Date | |
NONE |
U.S. Patent Applications
Patent Application No. | Filing Date | |
NONE |
Non-U.S. Patents
[List non-U.S. patents and non-U.S. patent applications by country in alphabetical order,
with patent Nos. and patent application Nos. within each country in numerical order.]
Country | Issue Date | Patent No. | ||
NONE |
Non-U.S. Patent Applications
Country | Filing Date | Patent Application No. | ||
NONE |
VI-11
TRADEMARK/TRADE NAMES OWNED BY CHS/COMMUNITY HEALTH
SYSTEMS, INC. OR COMMUNITY HEALTH SYSTEMS PROFESSIONAL
SERVICES CORPORATION
SYSTEMS, INC. OR COMMUNITY HEALTH SYSTEMS PROFESSIONAL
SERVICES CORPORATION
U.S. Trademark Registrations
Registered Owner | U.S. Xxxx | Reg. Date | Reg. No. | |||||
CHS/Community
Health Systems,
Inc. |
7/23/1996 | 1988032 | ||||||
CHS/Community
Health Systems,
Inc. |
A TIP-TOP MATERNITY CLUB |
4/10/2001 | 2442377 | |||||
CHS/Community
Health Systems,
Inc. |
Class 035 |
6/26/2001 | 2463770 | |||||
CHS/Community
Health Systems,
Inc. |
Class 041 |
10/30/2001 | 2501702 | |||||
CHS/Community
Health Systems, Inc. |
COMMUNITY CARES Standard Character CL 35 |
6/26/2001 | 2463771 | |||||
CHS/Community
Health Systems, Inc. |
COMMUNITY CARES standard character CL 41 |
10/23/2001 | 2499955 |
U.S. Trademark Applications
Xxxx | Filing Date | Application No. | ||
State Trademark Registrations
[List in alphabetical order by state/numerical order by trademark No. within each state.]
State | Registered Owner | U.S. Xxxx | Reg. Date | Reg. No. | ||||
Tennessee | Community Health Systems Professional Services Corporation
|
COMMUNITY HEALTH SYSTEMS | 12/12/2003 | N/A |
Non-U.S. Trademark Registrations
[List non-U.S. trademarks and non-U.S. trademark applications by country in alphabetical order,
with Registration Nos. and application Nos. within each country in numerical order.]
VI-12
Country | Xxxx | Reg. Date | Reg. No. | |||
NONE |
Non-U.S. Trademark Applications
Country | Xxxx | Application Date | Application No. | |||
NONE |
Trade Names
Country(s) Where Used | Trade Names | |
NONE |
VI-13
TRADEMARK/TRADE NAMES OWNED BY TRIAD HOSPITALS, INC.
Listed in numerical order by
trademark Registration No.
U.S. Trademark Registrations
Xxxx | Reg. No. | Reg. Date | ||||
SENIORITY. A BENEFIT THAT ONLY COMES WITH AGE |
1424413 | 1/6/87 | ||||
NORTHWEST HEALTH & Design |
2274627 | 8/31/99 | ||||
Flame Design (Device Only) |
2406094 | 11/21/00 | ||||
GATEWAY HEALTH FOUNDATION |
2411367 | 12/5/00 | ||||
TRIAD HOSPITALS |
2538496 | 2/12/02 | ||||
(Device only) (Triangle Design #2) |
2547773 | 3/12/02 | ||||
(Device Only) (Triangle Design) |
2556500 | 4/2/02 | ||||
GATEWAY HEALTH SYSTEM |
2727444 | 6/17/03 | ||||
GATEWAY HOME CARE |
2750685 | 8/12/03 | ||||
GATEWAY MEDICAL CENTER |
2775950 | 10/21/03 | ||||
GATEWAY MEDICAL CLINIC |
2775951 | 10/21/03 | ||||
TRIAD HOSPITALS, INC. |
2923520 | 2/1/05 | ||||
SOUTHCREST TULSA’S HEART HOSPITAL |
2976999 | 7/26/05 | ||||
VICTORIA’S HEART TEAM |
2982492 | 8/2/05 | ||||
QMRG QHR MATERIEL RESOURCE GROUP |
2988029 | 8/23/05 | ||||
WOODLAND HEIGHTS MEDICAL CENTER |
3023638 | 12/6/05 | ||||
THE HEART CENTER AT WOODLAND HEIGHTS |
3023639 | 12/6/05 | ||||
THE DIAGNOSTIC CENTER AT WOODLAND HEIGHTS |
3023642 | 12/6/05 | ||||
SLEEP DISORDERS LABORATORY AT WOODLAND HEIGHTS |
3023643 | 12/6/05 | ||||
REHABILITATION CENTER WOODLAND HEIGHTS |
3023644 | 12/6/05 | ||||
PREFERRED LABS |
3027743 | 12/13/05 | ||||
REDIMED |
3037881 | 1/3/06 | ||||
REDISPORT |
3055189 | 1/31/06 | ||||
QHR |
3074195 | 3/28/06 | ||||
BLUFFTON REGIONAL MEDICAL CENTER |
3077966 | 4/4/06 | ||||
WOMEN’S IMAGING AT KOSCIUSKO COMMUNITY
HOSPITAL |
3081005 | 4/11/06 | ||||
SURGICENTER AT KOSCIUSKO COMMUNITY HOSPITAL |
3081006 | 4/11/06 | ||||
KOSCIUSKO COMMUNITY HOSPITAL HEALTH WELLNESS
CENTER & Design |
3086868 | 4/25/06 | ||||
REHABILTIATION HOSPITAL OF FORT XXXXX |
3111485 | 7/4/06 | ||||
MEDSTAT URGENT CARE & OCUPATIONAL HEALTH |
3119372 | 7/25/06 | ||||
KCH REGIONAL REHABILITATION CENTER |
3119373 | 7/25/06 | ||||
GOODMOMS |
3123507 | 8/1/06 | ||||
GOODMOMS A
GOOD START FOR NEW MOTHERS |
3123515 | 8/1/06 |
VI-14
Xxxx | Reg. No. | Reg. Date | ||||
LUTHERAN HEART PAVILION |
3131393 | 8/15/06 | ||||
CENTER OF HOPE CANCER CARE AT KOSCIUSKO COMMUNITY & Design |
3137998 | 9/5/06 | ||||
MRY BLACK HEALTH SYSTEM & Design |
3140091 | 9/5/06 | ||||
LUTHERAN CHILDREN’S HOSPITAL |
3144409 | 9/19/06 | ||||
LUTHERAN HOSPITAL OF INDIANA |
3144410 | 9/19/06 | ||||
MAT-SU REGIONAL MEDICAL CENTER |
3150152 | 9/26/06 | ||||
QHR |
3153336 | 10/10/06 | ||||
LUTHERAN HEART CENTER |
3156408 | 10/17/06 | ||||
INDIANA HERNIA INSTITUTE |
3161126 | 10/17/60 | ||||
LUTHERAN SLEEP DISORDERS CENTER |
3166943 | 10/31/06 | ||||
(Device Only) (Leaf Design) |
3167543 | 11/7/06 | ||||
ST. XXXXXX BEHAVIORAL HEALTH |
3179375 | 12/5/06 | ||||
LUTHERAN HEALTH NETWORK |
3185051 | 12/12/06 | ||||
BIRTHPLACE AT KOSCIUSKO COMMUNITY HOSPITAL & Design |
3185595 | 12/19/06 | ||||
INNOVATIVE RECOVERIES |
3191986 | 1/2/07 | ||||
QHR QUORUM HEALTH RESOURCES |
3257760 | 7/3/07 |
U.S. Trademark Applications
Listed in numerical order by trademark
Application/Serial No.
Application | ||||||
Xxxx | Serial No. | Filing Date | ||||
CARDIO-THORACIC INSTITUTE OF EAST TEXAS |
77050409 | 11/24/06 | ||||
NORTHWEST HEALTH SYSTEM |
77071179 | 12/26/06 | ||||
NORTHWEST HEALTH SYSTEM (Design ONLY) |
77071364 | 12/26/06 | ||||
NOTHWEST HEALTH SYSTEM & Design |
77071371 | 12/26/06 | ||||
MADISON HOSPITAL |
77097004 | 2/1/07 | ||||
WILLAMETTE VALLEY MEDICAL CENTER |
77152663 | 4/10/07 | ||||
WILLAMETTE VALLEY CANCER CENTER |
77152671 | 4/10/07 | ||||
WILLAMETTE VALLEY CANCER FOUNDATION |
77152723 | 4/10/07 | ||||
COMMUNITY RADIOLOGY CENTER |
77152805 | 4/10/07 | ||||
FAMILY TREE HEALTHCARE |
77152862 | 4/10/07 | ||||
CLAREMORE REGIONAL HOSPITAL |
77153203 | 4/10/07 | ||||
FLOWERS HOSPITAL |
77154118 | 4/11/07 | ||||
McMINNVILLE FIRST MEDICAL CLINIC |
77154170 | 4/11/07 | ||||
NW PHYSICAL MEDICINE |
77154200 | 4/11/07 | ||||
SHERIDAN MEDICAL CENTER |
77154206 | 4/11/07 | ||||
SOUTHCREST HOSPITAL |
77154224 | 4/11/07 | ||||
PHYSICIAN LEADERSHIP GROUP |
77192328 | 5/29/07 | ||||
PLG |
77192347 | 5/29/07 | ||||
RONCEVERTE EMERGENCY PHYSICIANS |
77224715 | 7/9/07 | ||||
THOUGHTFUL CARE |
77224736 | 7/9/07 |
VI-15
Application | ||||||
Xxxx | Serial No. | Filing Date | ||||
LABCARE PLUS |
78675592 | 7/21/05 | ||||
LABCARE PLUS & Design |
78675717 | 7/21/05 | ||||
SURVIVE AND THRIVE |
78693798 | 8/16/05 | ||||
TRINITY MEDICAL CENTER |
78800401 | 1/26/06 | ||||
TRINITY MEDICAL CENTER & Design |
78800407 | 1/26/05 |
State Trademark Registrations
Listed in alphabetical order by state/numerical order by
trademark No. within each state.
State | Xxxx | Reg. No. | Reg. Date | |||
AL | TRINITY MEDICAL CENTER |
110-141 | 8/4/06 | |||
IN | DUPONT HOSPITAL |
2007-0022 | 1/4/07 | |||
IN | XXXXX MEMORIAL |
2007-0023 | 1/4/07 | |||
IN | ST. XXXXXX SLEEP DISORDERS CENTER |
20070104-09739 | 1/4/07 | |||
IN | INDIANA HERNIA INSTITUTE |
20070117-09801 | 1/4/07 | |||
OH | AFFINITY MEDICAL CENTER |
1657525 | 10/30/06 | |||
TX | THE SLEEP DISORDERS LABORATORY AT WOODLAND HEIGHTS |
800415454 | 12/31/05 | |||
TX | THE DIAGNOSTIC CENTER AT WOODLAND HEIGHTS |
800415458 | 1/25/05 | |||
TX | THE REHABILITATION CENTER AT WOODLAND HEIGHTS |
800415461 | 1/25/05 | |||
TX | WOODLAND HEIGHTS MEDICAL CENTER |
800415465 | 1/25/05 | |||
TX | THE HEART CENTER AT WOODLAND HEIGHTS |
800415473 | 1/5/05 | |||
TX | GULF COAST MEDICAL CENTER ACTIVE ADVANTAGE |
800525572 | 8/25/05 |
Pending State Trademark Registration Applications
Listed in alphabetical order by
state/chronological order by filing date within each state.
Pending State Trademark/Service Xxxx Applications
State | Xxxx | Filed Date | ||
GA | TRINITY HOSPITAL OF AUGUSTA
|
6/21/07 | ||
OK | SOUTHCREST HOSPITAL
|
4/16/07 | ||
OK | GONE SOUTH
|
4/16/07 |
Schedule VII to the Guarantee and
Collateral Agreement
Collateral Agreement
COMMERCIAL TORT CLAIMS
None.