Contract
Exhibit 4.4
TRADEMARK SECURITY AGREEMENT dated as of August 17, 2012 (this “Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation, BLUE ISLAND HOSPITAL COMPANY, LLC, a Delaware limited liability company, CHS WASHINGTON HOLDINGS, LLC, a Delaware limited liability company, QUORUM HEALTH RESOURCES, LLC, a Delaware limited liability company, TRIAD HEALTHCARE CORPORATION, a Delaware corporation and YOUNGSTOWN OHIO HOSPITAL COMPANY, LLC, a Delaware limited liability company (each a “Grantor”, and collectively, the “Grantors”) and CREDIT SUISSE AG, as Collateral Agent (the “Collateral Agent”).
Reference is made to (a) the Amended and Restated Guarantee and Collateral Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010 (as further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), Community Health Systems, Inc., a Delaware corporation (the “Parent”), the Subsidiaries of the Company party thereto and the Collateral Agent, (b) the Underwriting Agreement dated as of August 8, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Underwriting Agreement”) among the Company, the Guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the several underwriters specified therein (the “Representative”), (c) the Indenture dated as of August 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the Guarantors party thereto, the Collateral Agent and Regions Bank, as trustee (the “Trustee”), and (d) that certain designation certificate delivered to the Collateral Agent pursuant to Section 7.09(c) of the Security Agreement in order to secure the Notes and related obligations on a pari passu basis with the other obligations secured under the Security Agreement (subject to certain exceptions in the case of pledged stock). The Trustee and underwriters referred to above have agreed to purchase $1,600,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2018 of the Company (the “Notes”) on the terms and subject to the conditions set forth in the Underwriting Agreement. The obligations of the underwriters to purchase the Notes are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantor will derive substantial benefits from the issuance of the Notes pursuant to the Indenture and is willing to execute and deliver this Agreement in order to induce the underwriters to purchase the Notes. Accordingly, the parties hereto agree as follows:
SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.01(b) of the Security Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on, 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 “Trademark Collateral”):
(a) all 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), and all extensions or renewals thereof, including those listed on Schedule I attached hereto (the “Trademarks”);
(b) all goodwill associated with or symbolized by the Trademarks; and
(c) all assets, rights and interests that uniquely reflect or embody the Trademarks.
Notwithstanding the foregoing, no applications for registration of Trademarks filed in the United States Patent and Trademark Office on an intent-to-use basis will be included in the Trademark Collateral until such time as a statement of use has been filed and accepted by the United States Patent and Trademark Office with respect to such Trademark, to the extent that the grant of a security interest in any such Trademark application would adversely affect the validity or enforceability or result in cancelation or voiding of such Trademark application.
SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.
SECTION 4. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
SECTION 5. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
CHS/COMMUNITY HEALTH SYSTEMS, INC., | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President, Secretary and General Counsel | |||||||
BLUE ISLAND HOSPITAL COMPANY, LLC, | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President | |||||||
CHS WASHINGTON HOLDINGS, LLC, | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President | |||||||
QUORUM HEALTH RESOURCES, LLC, | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President | |||||||
TRIAD HEALTHCARE CORPORATION, | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President |
[Signature Page to Trademark Security Agreement]
YOUNGSTOWN OHIO HOSPITAL COMPANY, LLC, | ||||||||
by |
||||||||
/s/ Xxxxxx X. Xxxxxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Executive Vice President | |||||||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent, | ||||||||
by |
||||||||
/s/ Xxxxxx Xxxx | ||||||||
Name: | Xxxxxx Xxxx | |||||||
Title: | Managing Director | |||||||
by | ||||||||
/s/ Xxxxx Xxxxxx | ||||||||
Name: | Xxxxx Xxxxxx | |||||||
Title: | Associate |
[Signature Page to Trademark Security Agreement]
Schedule I
I. Trademarks
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 | |||
Community Health Systems Professional Services Corporation |
COMMUNITY CARES Standard Character CL 35
|
6/26/2001 | 2463771 | |||
Community Health Systems Professional Services Corporation |
COMMUNITY CARES standard character CL 41
|
10/23/2001 | 2499955 | |||
Community Health Systems Professional Services Corporation (assigned by Community Health Systems, Inc. on 1/13/2011) | 9/28/2010 | 3852138 |
Registered Owner | Xxxx | Reg. No. | Reg. Date | |||
Triad Healthcare Corporation | GATEWAY HOME CARE | 2750685 | 8/12/03 | |||
Triad Healthcare Corporation | GATEWAY MEDICAL CENTER | 2775950 | 10/21/03 | |||
Triad Healthcare Corporation | REDIMED | 3037881 | 1/3/06 | |||
Triad Healthcare Corporation | REHABILTIATION HOSPITAL OF FORT XXXXX | 3111485 | 7/4/06 |
Triad Healthcare Corporation | KCH REGIONAL REHABILITATION CENTER | 3119373 | 7/25/06 | |||
Triad Healthcare Corporation | LUTHERAN HEART PAVILION | 3131393 | 8/15/06 | |||
Triad Healthcare Corporation | XXXX XXXXX HEALTH SYSTEM & Design | 3140091 | 9/5/06 | |||
Triad Healthcare Corporation | LUTHERAN CHILDREN’S HOSPITAL | 3144409 | 9/19/06 | |||
Triad Healthcare Corporation | LUTHERAN HOSPITAL OF INDIANA | 3144410 | 9/19/06 | |||
Triad Healthcare Corporation | LUTHERAN HEART CENTER | 3156408 | 10/17/06 | |||
Triad Healthcare Corporation | LUTHERAN SLEEP DISORDERS CENTER | 3166943 | 10/31/06 | |||
Triad Healthcare Corporation | (Device Only) (Leaf Design) |
3167543 | 11/7/06 | |||
Triad Healthcare Corporation | ST. XXXXXX BEHAVIORAL HEALTH | 3179375 | 12/5/06 | |||
Triad Healthcare Corporation | LUTHERAN HEALTH NETWORK | 3185051 | 12/12/06 | |||
Triad Healthcare Corporation | BIRTHPLACE AT KOSCIUSKO COMMUNITY HOSPITAL & Design | 3185595 | 12/19/06 | |||
Triad Healthcare Corporation | INNOVATIVE RECOVERIES | 3191986 | 1/2/07 | |||
Triad Healthcare Corporation | NORTHWEST HEALTH SYSTEM | 3322657 | 10/30/07 | |||
Triad Healthcare Corporation | NORTHWEST HEALTH SYSTEM (Design ONLY) | 3285337 | 8/28/07 | |||
Triad Healthcare Corporation | NOTHWEST HEALTH SYSTEM & Design | 3322661 | 10/30/07 | |||
Triad Healthcare Corporation | FAMILY TREE HEALTHCARE | 3361686 | 1/1/08 | |||
Triad Healthcare Corporation |
|
3444757 | 6/10/08 | |||
Triad Healthcare Corporation | THOUGHTFUL CARE | 3437433 | 5/27/08 | |||
Triad Healthcare Corporation | LABCARE PLUS | 3299222 | 9/25/07 | |||
Triad Healthcare Corporation | LABCARE PLUS & Design | 3299223 | 9/25/07 |
Triad Healthcare Corporation | TRINITY MEDICAL CENTER | 3321061 | 10/23/07 | |||
Triad Healthcare Corporation | TRINITY MEDICAL CENTER & Design | 3321062 | 10/23/07 |
Registered Owner | U.S. Xxxx | Reg. Date | Reg. No. | |||
Quorum Health Resources, LLC | QHR | 3/28/2006 | 3074195 | |||
Quorum Health Resources, LLC
|
QHR | 10/10/2006 | 3153336 | |||
Quorum Health Resources, LLC |
SURVIVE AND THRIVE
|
11/27/2007 | 3345425 | |||
Quorum Health Resources, LLC |
|
12/1/2009 | 3719929 | |||
Quorum Health Resources, LLC |
|
1/12/2010 | 3737811 | |||
Quorum Health Resources, LLC |
|
2/8/2011 | 3916779 | |||
Quorum Health Resources, LLC
|
REFORM READY | 9/27/2011 | 4030986 | |||
Quorum Health Resources, LLC
|
VANTAGE SCORECARD | 8/24/2010 | 3836740 | |||
Quorum Health Resources, LLC
|
VANTAGE LMS
|
9/13/2011 | 4024411 | |||
Quorum Health Resources, LLC |
|
9/27/2011 | 4032424 |
Quorum Health Resources, LLC |
|
4/16/2012 | 4128270 |
Registered Owner | U.S. Xxxx | Reg. Date | Reg. No. | |||
Youngstown Ohio Hospital Company, LLC
|
10/22/1991 | 1662085 | ||||
Youngstown Ohio Hospital Company, LLC | TMH | 10/13/1998 | 2194834 |
Registered Owner | U.S. Xxxx | Reg. Date | Reg. No. | |||
Blue Island Hospital Company, LLC | METROSOUTH MEDICAL CENTER |
11/17/2009 | 3710989 |
II. Trademark Applications
Registered Owner | U.S. Xxxx | App. Date | App. No. | |||
CHS Washington Holdings LLC | HEALTHCARE NORTHWEST INTEGRATED DELIVERY SYSTEM | Filed 2/5/2010 | S.N. 77/929467 | |||
CHS Washington Holdings LLC | ROCKWOOD HEALTH SYSTEM | Filed 11/2/2011 | S.N. 85/462,774 | |||
Quorum Health Resources, LLC |
|
Filed 1/11/2010 | S.N. 77/909121 |
III. Trademark Licenses
None.