PLEDGE AGREEMENT
EXHIBIT 4.3
PLEDGE AGREEMENT dated as of November 17, 2006 among HCA Inc., a Delaware corporation (the
“Company”), each of the Subsidiaries of the Company listed on Schedule 1 hereto or that
becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary
Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the
Company are referred to collectively as the “Pledgors”) and The Bank of New York, as
Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture (as defined
below) for the benefit of the Secured Parties (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to the terms, conditions and provisions of (a) the Indenture dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), among the Company, the Guarantors listed on the signature pages thereto and
The Bank of New York, as Trustee (the “Trustee”), (b) the Purchase Agreement dated November
9, 2006 (as amended, restated, supplemented, waived or otherwise modified from time to time, the
“Purchase Agreement”), among Hercules Holding II, LLC (“Hercules Holding”) and the
several parties named in Schedule I thereto (the “Initial Purchasers”) and (c) the Joinder
Agreement dated as of the date hereof (the “Joinder Agreement”) among the Company, the
Guarantors listed on the signature pages thereto and the Initial Purchasers by which the Company
and the Guarantors assume all of Hercules Holdings’ obligations under the Purchase Agreement, the
Company is issuing (i) $1,000,000,000 aggregate principal amount of
its 91/8% Senior Secured Notes
due 2014 (the “2014 Cash Pay Notes”), (ii) $3,200,000,000 aggregate principal amount of its
91/4% Senior Secured Notes due 2016 (the “2016 Cash Pay Notes”) and (iii) $1,500,000,000
aggregate principal amount of its
95/8%/103/8% Senior Secured Toggle Notes due 2016 (the “Toggle
Notes” and, together with the 2014 Cash Pay Notes and the 2016 Cash Pay Notes, the
“Notes”), which will be guaranteed on a senior secured basis by each of the Guarantors;
WHEREAS, pursuant to the Credit Agreement dated as of the date hereof (as the same may be
amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time,
the “Credit Agreement”) among the Company, HCA UK Capital Limited, a limited liability
company (company no. 04779021) formed under the laws of England and Wales (the “European
Subsidiary Borrower” and together with the Company, the “Borrowers”), the lenders or
other financial institutions or entities from time to time parties thereto (the “Lenders”)
and Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “First Lien
Collateral Agent”), the Borrowers and the Subsidiary Guarantors party thereto have granted to
the First Lien Collateral Agent a senior priority lien and security interest in the Collateral (as
defined below);
WHEREAS, the Collateral Agent and the First Lien Collateral Agent have entered into an
Intercreditor Agreement with respect to the Non-Receivables Collateral dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “General
Intercreditor Agreement”), pursuant to which the lien upon and security interest in the
Non-Receivables Collateral granted by this Agreement are and shall be subordinated in all respects
to the lien upon and security interest in the Non-Receivables Collateral granted pursuant to, and
subject to the terms and conditions of, the First Lien Security Documents (as defined therein);
WHEREAS, pursuant to the Indenture, each Subsidiary Pledgor party thereto has unconditionally
and irrevocably guaranteed, as primary obligor and not merely as surety, to the Collateral Agent
for the benefit of the Secured Parties the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined
below);
WHEREAS, the proceeds of the issuance of the Notes will be used in part to enable valuable
transfers to the Subsidiary Pledgors in connection with the operation of their respective
businesses;
WHEREAS, each Pledgor acknowledges that it will derive substantial direct and indirect benefit
from the issuance of the Notes;
WHEREAS, it is a condition precedent to the obligation of the Initial Purchasers to purchase
the Notes under the Purchase Agreement that the Company and the Subsidiary Pledgors shall have
executed and delivered this Pledge Agreement to the Collateral Agent for the benefit of the Secured
Parties (as defined below); and
WHEREAS, (a) the Pledgors are the legal and beneficial owners of the Equity Interests, as
described under Schedule 2 hereto and issued by the entities named therein (the pledged Equity
Interests are, together with any Equity Interests of the issuer of such Equity Interests or any
other Subsidiary directly held by any Pledgor in the future, in each case, except to the extent
excluded from the Collateral for the applicable Obligations pursuant to the last paragraph of
Section 2 below (the “After-acquired Shares”), referred to collectively herein as the
“Pledged Shares”) and (b) each of the Pledgors is the legal and beneficial owner of the
Indebtedness as described under Schedule 2 hereto (together with any other Indebtedness owed to any
Pledgor hereafter and required to be pledged pursuant to the Purchase Agreement, the “Pledged
Debt”);
NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants herein
contained, and in order to induce the Trustee to enter into the Indenture and the Initial
Purchasers to purchase the Notes, each Pledgor and the Collateral Agent, on behalf of itself and
each Secured Party (and each of their respective successors or assigns), hereby agree as follows:
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1. Defined Terms.
(i) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have
the meanings given to them in the Indenture.
(ii) The following terms shall have the following meanings:
“Additional Secured Debt Documents” means any document or instrument executed and
delivered with respect to any Additional Secured Obligations.
“Additional Secured Obligations” shall have the meaning provided in Section 27.
“Additional Secured Parties” shall mean the holders from time to time of Additional
Secured Obligations.
“Additional Secured Party Consent” shall mean a completed Additional Secured Party
consent in the form of Annex B hereto.
“After-acquired Shares” shall have the meaning set forth in the recitals hereto.
“Authorized Officer” shall mean the President, the Chief Financial Officer, the
Treasurer, the Vice President-Finance or any other senior officer of the Company designated as such
in writing to the Collateral Agent by the Company.
“Authorized Representative” means (i) the Trustee for so long as the Notes are Secured
Obligations hereunder and (ii) any duly authorized representative of any Additional Secured Parties
designated as an “Authorized Representative” for any Additional Secured Parties in an Additional
Secured Party Consent delivered to the Collateral Agent and the other Authorized Representatives in
accordance with Section 27 for so long as the Additional Secured Obligations for which such party
is serving in such capacity constitutes Secured Obligations hereunder.
“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or
regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule
or regulation or in the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority (whether or not
having the force of law) that requires compliance by a Holder.
“Collateral” shall have the meaning provided in Section 2.
“Collateral Agent” shall have the meaning provided in the preamble hereto.
“Contractual Requirement” means (a) any applicable provision of any material law,
statute, rule, regulation, order, writ, injunction or decree of any court or governmental
instrumentality, (b) any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to create or impose)
any Lien
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upon any of the property or assets of such Indenture Party or any of the Restricted
Subsidiaries (other than Liens created under the Indenture Documents or other Liens subject to the
Intercreditor Agreements) pursuant to, the terms of any material indenture, loan agreement, lease
agreement, mortgage, deed of trust, agreement or other material instrument to which such Indenture
Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or
assets is bound.
“Credit Agreement” shall have the meaning assigned to such term in the recitals
hereto.
“Domestic Subsidiary” means any Subsidiary of the Company that is not a Foreign
Subsidiary.
“Excluded Stock and Stock Equivalents” shall mean (i) any Stock or Stock Equivalents
subject to a Lien permitted by clauses (8), (9) and (18) (to the extent such Lien secures a
refinancing, refunding, extension, renewal or replacement of any Indebtedness secured by a Lien
referred to in clause (8) or (9)) of the definition of Permitted Liens in the Indenture, (ii) any
Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Company
(confirmed in writing by notice to the Collateral Agent), the cost or other consequences (including
any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained
by the Secured Parties therefrom, (iii) any Stock or Stock Equivalents of any class of any Foreign
Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such
percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal
income tax consequences to the Company or any Subsidiary of the Company), (iv) any Stock or Stock
Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (v)
in the case of Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Company
and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock
Equivalents of such Subsidiary to the extent (A) that a pledge thereof to secure the Obligations is
prohibited by any applicable Contractual Requirement (other than customary non-assignment
provisions which are ineffective under the Uniform Commercial Code or other applicable law), (B)
any Contractual Requirement prohibits such a pledge without the consent of any other party;
provided that this clause (B) shall not apply if (I) such other party is an Indenture Party
or Wholly-Owned Subsidiary of the Company or (II) such consent has been obtained (it being
understood that the foregoing shall not be deemed to obligate the Company or any Subsidiary of the
Company to obtain any such consent)) and for so long as such Contractual Requirement or replacement
or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any
other party (other than an Indenture Party or Wholly-Owned Subsidiary of the Company) to any
contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to
terminate its obligations thereunder (other than customary non-assignment provisions which are
ineffective under the Uniform Commercial Code or other applicable law) and (vi) any Stock or Stock
Equivalents of any Subsidiary of the Company to the extent that (A) the pledge of such Stock or
Stock Equivalents would result in adverse tax consequences to the Company or any Subsidiary as
reasonably determined by the Company and (B) such Stock or Stock Equivalents have been identified
in writing to the Collateral Agent by an Authorized Officer of the Company.
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“First Lien Collateral Agent” shall have the meaning assigned to such term in the
recitals hereto.
“General Intercreditor Agreement” shall have the meaning assigned to such term in the
recitals hereto.
“Governmental Authority” shall mean any nation, sovereign or government, any state,
province, territory or other political subdivision thereof, and any entity or authority exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, including a central bank or stock exchange.
“Hercules Holding” shall have the meaning assigned to such term in the recitals
hereto.
“Indenture” shall have the meaning assigned to such term in the recitals
hereto.
“Indenture Documents” means (a) the Indenture, the Notes, the other Security Documents
and this Agreement and (b) any other related documents or instruments executed and delivered
pursuant to the Indenture or any Security Document, in each case, as such agreements may be
amended, restated, supplemented or otherwise modified from time to time.
“Indenture Party” means the Company and the Subsidiary Pledgors.
“Initial Purchasers” shall have the meaning assigned to such term in the recitals
hereto.
“Notes” shall have the meaning assigned to such term in the recitals hereto.
“Obligations” shall mean (i) any principal, interest (including any interest accruing
subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding with
respect to any Indenture Party at the rate provided for in the Indenture Documents, whether or not
such interest is an allowed claim under applicable state, federal or foreign law), premium,
penalties, fees, indemnifications, reimbursements, damages and other liabilities, and guarantees of
payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and
other liabilities, payable to any Secured Party under the Notes, the Indenture and any other
Indenture Documents and all other obligations, covenants and duties of, any Indenture Party arising
under any Indenture Document or otherwise with respect to any Indenture Document, and (ii) if any
Additional Secured Obligations are incurred, all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest (including, without limitation, all
interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar
proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not
such interest is an allowed claim under any applicable state, federal or foreign law)) owing to any
holder of Additional Secured Obligations (that has been designated as Additional Secured
Obligations pursuant to Section 27) under any Additional Secured Debt Documents.
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“Pledged Shares” shall have the meaning set forth in the recitals hereto.
“Proceeds” and any other term used herein or in the Indenture without definition that
is defined in the UCC has the meaning given to it in the UCC.
“Purchase Agreement” shall have the meaning set forth in the recitals hereto.
“Requirement of Law” shall mean, as to any Person, the certificate of incorporation
and by-laws or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or assets or to which
such Person or any of its property or assets is subject.
“Secured Parties” shall mean, collectively, (a) the Collateral Agent, (b) each Holder,
(c) the beneficiaries of each indemnification obligation undertaken by any Indenture Party under
any Indenture Document, (d) the Trustee, (e) Additional Secured Parties and their Authorized
Representatives; provided that such Additional Secured Parties and their Authorized
Representative comply with Section 27 hereof and execute an Additional Secured Party Consent and
(f) the successors and permitted assigns of each of the foregoing.
“Stock” shall mean shares of capital stock or shares in the capital, as the case may
be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares,
as the case may be), beneficial, partnership or membership interests, participations or other
equivalents (regardless of how designated) of or in a corporation, partnership, limited liability
company or equivalent entity, whether voting or non-voting.
“Stock Equivalents” shall mean all securities convertible into or exchangeable for
Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or
not presently convertible, exchangeable or exercisable.
“Subsidiary Pledgor” shall have the meaning set forth in the recitals hereto.
(b) As used herein, the term “Equity Interests” shall mean, collectively, Stock and
Stock Equivalents.
(c) As used herein, the term “UCC” shall mean the Uniform Commercial Code as from time
to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of
the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions.
(d) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Pledge Agreement shall refer to this Pledge Agreement as a whole and not
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to any particular provision of this Pledge Agreement, and Section references are to Sections of
this Pledge Agreement unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.
(e) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
2. Grant of Security. Each Pledgor hereby transfers, assigns and pledges to the
Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for
the benefit of the Secured Parties, a lien on and a security interest in (the “Security
Interest”) all of such Pledgor’s right, title and interest in, to and under the following,
whether now owned or existing or at any time hereafter acquired or existing (collectively, the
“Collateral”):
(a) the Pledged Shares held by such Pledgor and the certificates representing such
Pledged Shares and any interest of such Pledgor in the entries on the books of the issuer of
the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all
dividends, cash, warrants, rights, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of the Pledged Shares;
(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such
Pledgor, and all interest, cash, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such Pledged Debt; and
(c) to the extent not covered by clauses (a) and (b) above, respectively, all proceeds
of any or all of the foregoing Collateral. For purposes of this Pledge Agreement, the term
“proceeds” includes whatever is receivable or received when Collateral or proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes proceeds of any indemnity or guarantee payable to any Pledgor or
the Collateral Agent from time to time with respect to any of the Collateral.
(i) Notwithstanding the foregoing, the Collateral shall not include any Excluded Stock and
Stock Equivalents or European Collateral, nor shall it include any of the following:
(a) any Capital Stock and other securities of a Subsidiary of the Company
(excluding Healthtrust, Inc.—The Hospital Company, a Delaware corporation and its
successors and assigns) to the extent that the pledge of such Capital Stock and
other securities would result in the Company being required to file separate
financial statements of such Subsidiary with the SEC, but only to the extent
necessary to not be subject to such requirement and only for so long as such
requirement is in existence and only with respect to the relevant Notes affected;
provided that neither the Company nor any Subsidiary of the Company shall take
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any action in the form of a reorganization, merger or other restructuring a
principal purpose of which is to provide for the release of the Lien on any Capital
Stock pursuant to this clause (a). In addition, in the event that Rule 3-16 of
Regulation S-X under the Securities Act is amended, modified or interpreted by the
SEC to require (or is replaced with another rule or regulation, or any other law,
rule or regulation is adopted, which would require) the filing with the SEC (or any
other Governmental Authority) of separate financial statements of any Subsidiary of
the Company due to the fact that such Subsidiary’s Capital Stock secure the
Obligations affected thereby, then the Capital Stock of such Subsidiary will
automatically be deemed not to be part of the Collateral securing the relevant
Obligations affected thereby but only to the extent necessary to not be subject to
such requirement and only for so long as required to not be subject to such
requirement. In such event, this Agreement may be amended or modified, without the
consent of any Secured Party, to the extent necessary to release the Security
Interests in favor of the Collateral Agent on the shares of Capital Stock that are
so deemed to no longer constitute part of the Collateral for the Obligations. In
the event that Rule 3-16 of Regulation S-X under the Securities Act is amended,
modified or interpreted by the SEC to permit (or is replaced with another rule or
regulation, or any other law, rule or regulation is adopted, which would permit)
such Subsidiary’s Capital Stock to secure the Obligations in excess of the amount
then pledged without the filing with the SEC (or any other Governmental Authority)
of separate financial statements of such Subsidiary, then the Capital Stock of such
Subsidiary will automatically be deemed to be a part of the Collateral for the
relevant Obligations but only to the extent necessary to not be subject to any such
financial statement requirement; and
(b) proceeds and products from any and all of the foregoing excluded collateral
described in clause (a), unless such proceeds or products would otherwise constitute
Collateral hereunder.
3. Security for Obligations. This Pledge Agreement secures the payment of all
Obligations of each Indenture Party. Without limiting the generality of the foregoing, this Pledge
Agreement secures the payment of all amounts that constitute part of the Obligations and would be
owed by any of the Indenture Parties to the Secured Parties under the Indenture Documents but for
the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Indenture Party.
4. Delivery of the Collateral. Subject to the terms of the General Intercreditor
Agreement, all certificates or instruments, if any, representing or evidencing the Collateral shall
be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the
extent required by the Purchase Agreement and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in
form and substance reasonably satisfactory to the Collateral Agent. Subject to the terms of the
General Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the
occurrence and during the continuance of an Event of Default and with notice to the relevant
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Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its
nominees any or all of the Pledged Shares. Each delivery of Collateral (including any
After-acquired Shares) shall be accompanied by a notice to the Collateral Agent describing the
securities theretofore and then being pledged hereunder.
5. Representations and Warranties. Each Pledgor represents and warrants as follows:
(a) Schedule 2 hereto (i) correctly represents as of the Issue Date (A) the issuer, the
certificate number, the Pledgor and the record and beneficial owner, the number and class
and the percentage of the issued and outstanding Equity Interests of such class of all
Equity Interests and (B) the issuer, the initial principal amount, the Pledgor and holder,
date of and maturity date of all Pledged Debt and (ii) together with the comparable schedule
to each supplement hereto, includes all Equity Interests, debt securities and promissory
notes required to be pledged hereunder. Except as set forth on Schedule 2, the Pledged
Shares represent all of the issued and outstanding Equity Interests of each class of Equity
Interests in the issuer on the Issue Date.
(b) Such Pledgor is the legal and beneficial owner of the Collateral pledged or
assigned by such Pledgor hereunder free and clear of any Lien, except for Permitted Liens.
(c) As of the Issue Date, the Pledged Shares pledged by such Pledgor hereunder have
been duly authorized and validly issued and, in the case of Pledged Shares issued by a
corporation, are fully paid and non-assessable.
(d) The execution and delivery by such Pledgor of this Pledge Agreement and the pledge
of the Collateral pledged by such Pledgor hereunder pursuant hereto create a legal, valid
and enforceable security interest in such Collateral and, upon delivery of such Collateral
to the Collateral Agent in the State of New York, shall constitute a fully perfected Lien on
and security interest in the Collateral, securing the payment of the Obligations in favor of
the Collateral Agent for the benefit of the Secured Parties, except as enforceability
thereof may be limited by the terms of bankruptcy, insolvency or other similar laws
affecting creditors’ rights generally and subject to general principles of equity.
(e) Such Pledgor has full power, authority and legal right to pledge all the Collateral
pledged by such Pledgor pursuant to this Pledge Agreement, and this Pledge Agreement
constitutes a legal, valid and binding obligation of each Pledgor, enforceable in accordance
with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws affecting creditors’ rights generally and subject to general principles
of equity.
6. Certification of Limited Liability Company, Limited Partnership Interests and Pledged
Debt.
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(a) In the event that any Equity Interests in any Domestic Subsidiary that is organized as a
limited liability company or limited partnership and pledged hereunder shall be represented by a
certificate, the applicable Pledgor shall cause the issuer of such interests to elect to treat such
interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its
jurisdiction of organization or formation, as applicable, by including in its organizational
documents language substantially similar to the following and, accordingly, such interests shall be
governed by Article 8 of the Uniform Commercial Code:
“The Partnership/Company hereby irrevocably elects that all membership interests in
the Partnership/Company shall be securities governed by Article 8 of the Uniform
Commercial Code of [jurisdiction of organization or formation, as applicable]. Each
certificate evidencing partnership/membership interests in the Partnership/Company
shall bear the following legend: “This certificate evidences an interest in [name
of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform
Commercial Code.” No change to this provision shall be effective until all
outstanding certificates have been surrendered for cancellation and any new
certificates thereafter issued shall not bear the foregoing legend.”
(b) The Company agrees that all Indebtedness in excess of $10,000,000 of any Pledgor or any
Subsidiary thereof that is owing to any Indenture Party shall be evidenced by one or more
promissory notes.
7. Further Assurances. Each Pledgor agrees that at any time and from time to time, at
the expense of such Pledgor, it will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may
be required under any applicable law, or which, subject to the terms of the General Intercreditor
Agreement and the Indenture, the Collateral Agent may reasonably request, in order (x) to perfect
and protect any pledge, assignment or security interest granted or purported to be granted hereby
(including the priority thereof) or (y) to enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.
8. Voting Rights; Dividends and Distributions; Etc.
(a) So long as no Event of Default shall have occurred and be continuing, and subject to the
terms of the General Intercreditor Agreement and the Indenture:
(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Collateral or any part thereof for any purpose not prohibited by
the terms of this Pledge Agreement or the other Indenture Documents.
(ii) The Collateral Agent shall execute and deliver (or cause to be executed and
delivered) to each Pledgor all such proxies and other instruments as such Pledgor may
reasonably request for the purpose of enabling such Pledgor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i) above.
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(b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and
use, free and clear of the Lien of this Pledge Agreement, any and all dividends, distributions,
principal and interest made or paid in respect of the Collateral to the extent permitted by the
Indenture, as applicable; provided, however, that any and all noncash dividends,
interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt,
whether resulting from a subdivision, combination or reclassification of the outstanding Equity
Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged
Debt 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 shall be forthwith delivered to the Collateral Agent to hold as, Collateral and shall, if
received by such Pledgor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Pledgor and be forthwith delivered to the
Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).
(c) Subject to the terms of the General Intercreditor Agreement, upon written notice to a
Pledgor by the Collateral Agent following the occurrence and during the continuance of an Event of
Default,
(i) all rights of such Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to Section
8(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights during the continuance of such Event of Default,
provided that, unless otherwise directed by the holders of a majority in principal
amount of the then total outstanding Notes, the Collateral Agent shall have the right from
time to time following the occurrence and during the continuance of an Event of Default to
permit the Pledgors to exercise such rights. After all Events of Default have been cured or
waived, each Pledgor will have the right to exercise the voting and consensual rights that
such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section
8(a)(i) (and the obligations of the Collateral Agent under Section 8(a)(ii) shall be
reinstated);
(ii) all rights of such Pledgor to receive the dividends, distributions and principal
and interest payments that such Pledgor would otherwise be authorized to receive and retain
pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall thereupon have the sole right to receive and hold as
Collateral such dividends, distributions and principal and interest payments during the
continuance of such Event of Default. After all Events of Default have been cured or
waived, the Collateral Agent shall repay to each Pledgor (without interest) all dividends,
distributions and principal and interest payments that such Pledgor would otherwise be
permitted to receive, retain and use pursuant to the terms of Section 8(b);
(iii) all dividends, distributions and principal and interest payments that are
received by such Pledgor contrary to the provisions of Section 8(b) shall be received in
trust for the benefit of the Collateral Agent, shall be segregated from other property or
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funds of such Pledgor and shall forthwith be delivered to the Collateral Agent as
Collateral in the same form as so received (with any necessary indorsements); and
(iv) in order to permit the Collateral Agent to receive all dividends, distributions
and principal and interest payments to which it may be entitled under Section 8(b) above, to
exercise the voting and other consensual rights that it may be entitled to exercise pursuant
to Section 8(c)(i) above, and to receive all dividends, distributions and principal and
interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii) above,
such Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time
to time execute and deliver to the Collateral Agent, appropriate proxies, dividend payment
orders and other instruments as the Collateral Agent may reasonably request.
9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:
(a) not (i) except as permitted by the Indenture or the Intercreditor Agreements sell
or otherwise dispose of, or grant any option or warrant with respect to, any of the
Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any
of the Collateral, except for the Lien under this Pledge Agreement and the Liens permitted
under the Indenture;
(b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the
Collateral Agent for the benefit of the Secured Parties, immediately upon acquisition
thereof, all the Equity Interests and all evidence of Indebtedness held or received by such
Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of
the Credit Agreement and Section 4.18(a) of the Indenture, in each case pursuant to a
supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being
understood that the execution and delivery of such a supplement shall not require the
consent of any Pledgor hereunder and that the rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of any new
Subsidiary Pledgor as a party to this Pledge Agreement); and
(c) defend its and the Collateral Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than Liens
permitted under the Indenture), however arising, and any and all Persons whomsoever.
10. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which
appointment is irrevocable and coupled with an interest, the Collateral Agent as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of
such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the
occurrence and during the continuance of an Event of Default and with notice to such Pledgor, that
the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this
Pledge Agreement, including to receive, indorse and collect all instruments made payable to such
Pledgor representing any dividend, distribution or principal or interest payment in respect of the
Collateral or any part thereof and to give full discharge for the
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same. Pursuant to Section 11.02 of the Indenture, the Collateral Agent is authorized to
appoint one or more Co-Collateral Agents, and for the purposes of this Agreement, references to the
Collateral Agent shall mean the Collateral Agent and any Co-Collateral Agents appointed in
accordance with the Indenture.
11. The Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon
it to exercise any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no
duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the
Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or
as to the taking of any necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords its own property.
12. Remedies. Subject to the terms of the General Intercreditor Agreement, if any
Event of Default shall have occurred and be continuing:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may with notice to the relevant Pledgor, sell the
Collateral or any part thereof in one or more parcels at public or private sale, at any
exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, at such price or prices and upon such other terms as are
commercially reasonable irrespective of the impact of any such sales on the market price of
the Collateral. 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 of Collateral 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 purchaser
at any such sale shall hold the property sold absolutely free from any claim or right on the
part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal that it 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 or any Secured Party shall have the right upon any such public sale, and, to the
extent permitted by law, upon any such private sale, to purchase the whole or any part of
the Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase
price by crediting the amount thereof against the Obligations. Each Pledgor agrees that, to
the extent notice of sale shall be required by law, at least ten days’ notice to such
Pledgor of the time and place of any public sale or the time after which any pri-
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vate sale is to be made shall constitute reasonable notification. The Collateral Agent
shall not be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. To the extent permitted
by law, each Pledgor hereby waives any claim against the Collateral Agent arising by reason
of the fact that the price at which any Collateral may have been sold at such a private sale
was less than the price that might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such Collateral to more
than one offeree.
(b) Upon any sale of the 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.
The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral
as well as any Collateral consisting of cash, at any time after receipt, as follows:
(i) first, to pay amounts owing to the Collateral Agent or the Trustee
pursuant to this Agreement, any Indenture Document or any Additional Secured
Debt Documents;
(ii) second, to reimburse the Secured Parties for any indemnification
amounts paid to the Collateral Agent;
(iii) third, to the payment of all amounts owing in respect of the
Obligations on a pro rata basis in accordance with the respective amounts of
the Obligations owed to Secured Parties; and
(iv) fourth, the balance, if any, to the Company or Pledgors or such
other persons as are entitled thereto.
Upon the request of the Collateral Agent prior to any distribution under this Section 12,
each Secured Party or their Authorized Representative shall provide to the Collateral Agent
certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting
forth the respective amounts referred to in this Section 12 that each such Secured Party or
their Authorized Representative believes it is entitled to receive, and the Collateral Agent
shall be fully entitled to rely on such certificates.
(c) If, despite the provisions of this Section 12, any Secured Party shall receive any
payment or other recovery in excess of its portion of payments on account of the Obligations
to which it is then entitled in accordance with this Agreement, such Se-
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cured Party shall hold such payment or other recovery in trust for the benefit of all
Secured Parties hereunder for distribution in accordance with clause (b) above.
(d) Subject to the General Intercreditor Agreement and Sections 8, 11 and 12(a), the
Collateral Agent may exercise any and all rights and remedies of each Pledgor in respect of
the Collateral.
13. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Pledgor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against
any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of
any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by
such party and any of the Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Indenture and the other Indenture Documents, and any
other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Collateral Agent may deem advisable from
time to time, and (d) any collateral security, guarantee or right of offset at any time held by the
Collateral Agent or any other Secured Party for the payment of the Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured
Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Obligations or for this Pledge Agreement or any property subject thereto.
When making any demand hereunder against any Pledgor, the Collateral Agent or any other Secured
Party may, but shall be under no obligation to, make a similar demand on any Pledgor or any other
person, and any failure by the Collateral Agent or any other Secured Party to make any such demand
or to collect any payments from any Pledgor or any other person or any release of any Pledgor or
any other person shall not relieve any Pledgor in respect of which a demand or collection is not
made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall
not impair or affect the rights and remedies, express or implied, or as a matter of law, of the
Collateral Agent or any other Secured Party against any Pledgor. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.
14. Continuing Security Interest; Assignments Under the Indenture; Release.
(a) This Pledge Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and
shall inure to the benefit of the Collateral Agent and the other Secured Parties and their
respective successors, indorsees, transferees and assigns until the Liens hereunder on the
Collateral shall be released pursuant to Section 11.04 of the Indenture.
(b) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and
the Collateral of such Subsidiary Pledgor shall be automatically released upon
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such Subsidiary Pledgor ceasing to be a Guarantor in accordance with Section 12.06 of the
Indenture.
(c) The Collateral shall be automatically released from the Liens of this Agreement (i) to the
extent provided for in Section 11.04 of the Indenture and (ii) if applicable, upon the
effectiveness of any written consent to the release of the security interest granted in such
Collateral pursuant to Section 11.04 of the Indenture. Any such release in connection with any
sale, transfer or other disposition of such Collateral shall result in such Collateral being sold,
transferred or disposed of, as applicable, free and clear of the Liens of this Agreement.
(d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b)
or (c), the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense,
all documents that such Pledgor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or
warranty by the Collateral Agent.
15. Reinstatement. Each Pledgor further agrees that, if any payment made by any
Indenture Party or other Person and applied to the Obligations is at any time annulled, avoided,
set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required
to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured
Party to such Indenture Party, its estate, trustee, receiver or any other party, including any
Pledgor, under any bankruptcy law, state, federal or foreign law, common law or equitable cause,
then, to the extent of such payment or repayment, any Lien or other Collateral securing such
liability shall be and remain in full force and effect, as fully as if such payment had never been
made or, if prior thereto the Lien granted hereby or other Collateral securing such liability
hereunder shall have been released or terminated by virtue of such cancellation or surrender), such
Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation
or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Pledgor in respect of the amount of such payment.
16. Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.02 of the Indenture. All communications and notices hereunder to any
Pledgor shall be given to it in care of the Company at the Company’s address set forth in Section
14.02 of the Indenture.
17. Counterparts. This Pledge Agreement may be executed by one or more of the parties
to this Pledge Agreement on any number of separate counterparts (including by facsimile or other
electronic transmission), and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
18. Severability. Any provision of this Pledge Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforce-
-16-
able 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.
19. Integration. This Pledge Agreement together with the other Indenture Documents
represents the agreement of each of the Pledgors with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the Collateral Agent or any
other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Indenture Documents.
20. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the affected Pledgor
and the Collateral Agent in accordance with Section 9.01 or 9.02 of the Indenture.
(b) Neither the Collateral Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default
or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay
in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured
Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any
future occasion.
(c) The rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.
21. Section Headings. The Section headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
22. Successors and Assigns. This Pledge Agreement shall be binding upon the
successors and assigns of each Pledgor and shall inure to the benefit of the Collateral Agent and
the other Secured Parties and their respective successors and assigns, except that no Pledgor may
assign, transfer or delegate any of its rights or obligations under this Pledge Agreement without
the prior written consent of the Collateral Agent.
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23. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER
INDENTURE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
24. Submission to Jurisdiction; Waivers. Each party hereto irrevocably and
unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to
this Pledge Agreement and the other Indenture Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person at its address referred to in Section 16 or at such
other address of which the Collateral Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by law or shall
limit the right of any party hereto (or any Secured Party) to xxx in any other jurisdiction;
and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 24 any special,
exemplary, punitive or consequential damages.
25. GOVERNING LAW. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
26. Subject to General Intercreditor Agreement. Notwithstanding anything herein to
the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this
Agreement are expressly subject and subordinate to the liens and security interests granted to the
First Lien Collateral Agent pursuant to the First Lien Security Documents, and (ii) the exercise of
any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions
of the General Intercreditor Agreement. In the event of any conflict between the
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terms of the General Intercreditor Agreement
and the terms of this Agreement, the terms of the General Intercreditor Agreement shall govern.
27. Additional Secured Obligations. On or after the Issue Date and so long as
permitted by the Indenture, the Company may from time to time designate additional Obligations of
the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a
Lien on the Collateral as additional Obligations hereunder (“Additional Secured
Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a
certificate signed by an Authorized Officer of the Company (i) identifying the obligations so
designated and the aggregate principal amount or face amount thereof, stating that such obligations
are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such
designation of such obligations as Additional Secured Obligations complies with the terms of the
Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the
name and address of the Authorized Representative for such obligations, (b) a fully executed
Additional Secured Party Consent (in the form attached as Annex B); and (c) an Opinion of Counsel
to the effect that the designation of such obligations as “Additional Secured Obligations” is in
compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees
that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral
Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all
Secured Parties, including without limitation, any Secured Parties that hold any such Additional
Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance
of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured
Obligations as set forth in each Additional Secured Party Consent and agrees, on behalf of itself
and each Additional Secured Party it represents, to be bound by this Agreement.
[Signature Pages Follow]
-19-
IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly
executed and delivered by its duly authorized officer as of the day and year first above written.
HCA INC., as Pledgor |
||||
By: | /s/ R. Xxxxxx Xxxxxxx | |||
Name: | R. Xxxxxx Xxxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Each of the SUBSIDIARY PLEDGORS listed on Schedule 1 hereto |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Vice President and Treasurer | |||
THE BANK OF NEW YORK, as Collateral Agent |
||||
By: | /s/ Xxxx XxXxxxxx | |||
Name: | Xxxx XxXxxxxx | |||
Title: | Vice President | |||
SCHEDULE 1
TO THE PLEDGE AGREEMENT
TO THE PLEDGE AGREEMENT
SUBSIDIARY PLEDGORS
BAY HOSPITAL, INC.
XXXXXXX CITY COMMUNITY HOSPITAL, INC.
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.
CAPITAL DIVISION, INC.
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC
CENTRAL FLORIDA REGIONAL HOSPITAL, INC.
CENTRAL SHARED SERVICES, LLC
CENTRAL TENNESSEE HOSPITAL CORPORATION
CHCA BAYSHORE, L.P.
CHCA CONROE, L.P.
CHCA EAST HOUSTON, L.P.
CHCA MAINLAND, L.P.
CHCA WEST HOUSTON, L.P.
CHCA WOMAN’S HOSPITAL, L.P.
CHIPPENHAM & XXXXXXXX-XXXXXX HOSPITALS, INC.
CMS GP, LLC
COLORADO HEALTH SYSTEMS, INC.
COLUMBIA ASC MANAGEMENT, L.P.
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.
COLUMBIA LAGRANGE HOSPITAL, INC.
COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF XXXXXX SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC.
COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF XXXXXXXX SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P.
COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P.
COLUMBIA XXXXX MEDICAL CENTER, INC.
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC
COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P.
COLUMBIA POLK GENERAL HOSPITAL, INC.
COLUMBIA RIO GRANDE HEALTHCARE, L.P.
COLUMBIA RIVERSIDE, INC.
COLUMBIA VALLEY HEALTHCARE SYSTEM, L.P.
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL INCORPORATED
COLUMBIA/HCA XXXX XXXXXXXX, INC.
COLUMBINE PSYCHIATRIC CENTER, INC.
COLUMBUS CARDIOLOGY, INC.
CONROE HOSPITAL CORPORATION
DALLAS/FT. WORTH PHYSICIAN, LLC
XXXXXXXXX HOSPITAL CORPORATION
XXXXXXX CITY COMMUNITY HOSPITAL, INC.
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.
CAPITAL DIVISION, INC.
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC
CENTRAL FLORIDA REGIONAL HOSPITAL, INC.
CENTRAL SHARED SERVICES, LLC
CENTRAL TENNESSEE HOSPITAL CORPORATION
CHCA BAYSHORE, L.P.
CHCA CONROE, L.P.
CHCA EAST HOUSTON, L.P.
CHCA MAINLAND, L.P.
CHCA WEST HOUSTON, L.P.
CHCA WOMAN’S HOSPITAL, L.P.
CHIPPENHAM & XXXXXXXX-XXXXXX HOSPITALS, INC.
CMS GP, LLC
COLORADO HEALTH SYSTEMS, INC.
COLUMBIA ASC MANAGEMENT, L.P.
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.
COLUMBIA LAGRANGE HOSPITAL, INC.
COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF XXXXXX SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC.
COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF XXXXXXXX SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P.
COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P.
COLUMBIA XXXXX MEDICAL CENTER, INC.
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC
COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P.
COLUMBIA POLK GENERAL HOSPITAL, INC.
COLUMBIA RIO GRANDE HEALTHCARE, L.P.
COLUMBIA RIVERSIDE, INC.
COLUMBIA VALLEY HEALTHCARE SYSTEM, L.P.
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL INCORPORATED
COLUMBIA/HCA XXXX XXXXXXXX, INC.
COLUMBINE PSYCHIATRIC CENTER, INC.
COLUMBUS CARDIOLOGY, INC.
CONROE HOSPITAL CORPORATION
DALLAS/FT. WORTH PHYSICIAN, LLC
XXXXXXXXX HOSPITAL CORPORATION
DUBLIN COMMUNITY HOSPITAL, LLC
EASTERN IDAHO HEALTH SERVICES, INC.
XXXXXX REGIONAL MEDICAL CENTER, LLC
XXXXXX XXXXX HOSPITAL, INC.
EL PASO SURGICENTER, INC.
ENCINO HOSPITAL CORPORATION, INC.
EP HEALTH, LLC
FAIRVIEW PARK GP, LLC
FAIRVIEW PARK, LIMITED PARTNERSHIP
FRANKFORT HOSPITAL, INC.
XXXXX PROPERTY, LLC
GENERAL HEALTHSERV, LLC
GOOD SAMARITAN HOSPITAL, X.X.
XXXXXXX-TRINITY FAMILY CARE, LLC
GPCH-GP, INC.
GRAND STRAND REGIONAL MEDICAL CENTER, LLC
GREEN OAKS HOSPITAL SUBSIDIARY, L.P.
GREENVIEW HOSPITAL, INC.
XXXXXXXX MEDICAL CENTER, INC.
HCA CENTRAL GROUP, INC.
HCA HEALTH SERVICES OF FLORIDA, INC.
HCA HEALTH SERVICES OF LOUISIANA, INC.
HCA HEALTH SERVICES OF OKLAHOMA, INC.
HCA HEALTH SERVICES OF TENNESSEE, INC.
HCA HEALTH SERVICES OF VIRGINIA, INC.
HCA MANAGEMENT SERVICES, L.P.
HD&S CORP. SUCCESSOR, INC.
HEALTH MIDWEST OFFICE FACILITIES CORPORATION
HEALTH MIDWEST VENTURES GROUP, INC.
HEALTHTRUST MOB, LLC
HENDERSONVILLE HOSPITAL CORPORATION
HOSPITAL CORPORATION OF NORTH CAROLINA
HOSPITAL CORPORATION OF TENNESSEE
HOSPITAL CORPORATION OF UTAH
HOSPITAL DEVELOPMENT PROPERTIES, INC.
HSS HOLDCO, LLC
HSS SYSTEMS VA, LLC
HSS SYSTEMS, LLC
HSS VIRGINIA, L.P.
HTI MEMORIAL HOSPITAL CORPORATION
INTEGRATED REGIONAL LAB, LLC
INTEGRATED REGIONAL LABORATORIES, LLP
JFK MEDICAL CENTER LIMITED PARTNERSHIP
KPH-CONSOLIDATION, INC.
EASTERN IDAHO HEALTH SERVICES, INC.
XXXXXX REGIONAL MEDICAL CENTER, LLC
XXXXXX XXXXX HOSPITAL, INC.
EL PASO SURGICENTER, INC.
ENCINO HOSPITAL CORPORATION, INC.
EP HEALTH, LLC
FAIRVIEW PARK GP, LLC
FAIRVIEW PARK, LIMITED PARTNERSHIP
FRANKFORT HOSPITAL, INC.
XXXXX PROPERTY, LLC
GENERAL HEALTHSERV, LLC
GOOD SAMARITAN HOSPITAL, X.X.
XXXXXXX-TRINITY FAMILY CARE, LLC
GPCH-GP, INC.
GRAND STRAND REGIONAL MEDICAL CENTER, LLC
GREEN OAKS HOSPITAL SUBSIDIARY, L.P.
GREENVIEW HOSPITAL, INC.
XXXXXXXX MEDICAL CENTER, INC.
HCA CENTRAL GROUP, INC.
HCA HEALTH SERVICES OF FLORIDA, INC.
HCA HEALTH SERVICES OF LOUISIANA, INC.
HCA HEALTH SERVICES OF OKLAHOMA, INC.
HCA HEALTH SERVICES OF TENNESSEE, INC.
HCA HEALTH SERVICES OF VIRGINIA, INC.
HCA MANAGEMENT SERVICES, L.P.
HD&S CORP. SUCCESSOR, INC.
HEALTH MIDWEST OFFICE FACILITIES CORPORATION
HEALTH MIDWEST VENTURES GROUP, INC.
HEALTHTRUST MOB, LLC
HENDERSONVILLE HOSPITAL CORPORATION
HOSPITAL CORPORATION OF NORTH CAROLINA
HOSPITAL CORPORATION OF TENNESSEE
HOSPITAL CORPORATION OF UTAH
HOSPITAL DEVELOPMENT PROPERTIES, INC.
HSS HOLDCO, LLC
HSS SYSTEMS VA, LLC
HSS SYSTEMS, LLC
HSS VIRGINIA, L.P.
HTI MEMORIAL HOSPITAL CORPORATION
INTEGRATED REGIONAL LAB, LLC
INTEGRATED REGIONAL LABORATORIES, LLP
JFK MEDICAL CENTER LIMITED PARTNERSHIP
KPH-CONSOLIDATION, INC.
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XXXXXXXX MEDICAL CENTER, LLC
LAKEVIEW MEDICAL CENTER, LLC
LARGO MEDICAL CENTER, INC.
LAS VEGAS SURGICARE, INC.
LAWNWOOD MEDICAL CENTER, INC.
XXXXX-XXXX HOSPITAL, INCORPORATED
XXXXX-XXXX MEDICAL CENTER, LLC
XXXXX-XXXX PHYSICIANS, LLC
LOS XXXXXX REGIONAL MEDICAL CENTER
MANAGEMENT SERVICES HOLDINGS, INC.
MARIETTA SURGICAL CENTER, INC.
XXXXXX COMMUNITY HOSPITAL, INC.
MCA INVESTMENT COMPANY
MEDICAL CENTERS OF OKLAHOMA, LLC
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC
MEMORIAL HEALTHCARE GROUP, INC.
MIDWEST DIVISION — ACH, LLC
MIDWEST DIVISION — LRHC, LLC
MIDWEST DIVISION — LSH, LLC
MIDWEST DIVISION — MCI, LLC
MIDWEST DIVISION — MMC, LLC
MIDWEST DIVISION — OPRMC, LLC
MIDWEST DIVISION — PFC, LLC
MIDWEST DIVISION — RBH, LLC
MIDWEST DIVISION — RMC, LLC
MIDWEST DIVISION — RPC, LLC
MIDWEST HOLDINGS, INC.
XXXXXXXXXX REGIONAL HOSPITAL, INC.
MOUNTAIN VIEW HOSPITAL, INC.
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
NATIONAL PATIENT ACCOUNT SERVICES, INC.
NEW PORT XXXXXX HOSPITAL, INC.
NEW ROSE HOLDING COMPANY, INC.
NORTH FLORIDA IMMEDIATE CARE CENTER, INC.
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.
NORTHERN UTAH HEALTHCARE CORPORATION
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC
NORTHLAKE MEDICAL CENTER, LLC
NOTAMI HOSPITALS OF LOUISIANA, INC.
NOTAMI HOSPITALS, LLC
OKALOOSA HOSPITAL, INC.
OKEECHOBEE HOSPITAL, INC.
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC
PALMS WEST HOSPITAL LIMITED PARTNERSHIP
LAKEVIEW MEDICAL CENTER, LLC
LARGO MEDICAL CENTER, INC.
LAS VEGAS SURGICARE, INC.
LAWNWOOD MEDICAL CENTER, INC.
XXXXX-XXXX HOSPITAL, INCORPORATED
XXXXX-XXXX MEDICAL CENTER, LLC
XXXXX-XXXX PHYSICIANS, LLC
LOS XXXXXX REGIONAL MEDICAL CENTER
MANAGEMENT SERVICES HOLDINGS, INC.
MARIETTA SURGICAL CENTER, INC.
XXXXXX COMMUNITY HOSPITAL, INC.
MCA INVESTMENT COMPANY
MEDICAL CENTERS OF OKLAHOMA, LLC
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC
MEMORIAL HEALTHCARE GROUP, INC.
MIDWEST DIVISION — ACH, LLC
MIDWEST DIVISION — LRHC, LLC
MIDWEST DIVISION — LSH, LLC
MIDWEST DIVISION — MCI, LLC
MIDWEST DIVISION — MMC, LLC
MIDWEST DIVISION — OPRMC, LLC
MIDWEST DIVISION — PFC, LLC
MIDWEST DIVISION — RBH, LLC
MIDWEST DIVISION — RMC, LLC
MIDWEST DIVISION — RPC, LLC
MIDWEST HOLDINGS, INC.
XXXXXXXXXX REGIONAL HOSPITAL, INC.
MOUNTAIN VIEW HOSPITAL, INC.
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
NATIONAL PATIENT ACCOUNT SERVICES, INC.
NEW PORT XXXXXX HOSPITAL, INC.
NEW ROSE HOLDING COMPANY, INC.
NORTH FLORIDA IMMEDIATE CARE CENTER, INC.
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.
NORTHERN UTAH HEALTHCARE CORPORATION
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC
NORTHLAKE MEDICAL CENTER, LLC
NOTAMI HOSPITALS OF LOUISIANA, INC.
NOTAMI HOSPITALS, LLC
OKALOOSA HOSPITAL, INC.
OKEECHOBEE HOSPITAL, INC.
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC
PALMS WEST HOSPITAL LIMITED PARTNERSHIP
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PALMYRA PARK HOSPITAL, INC.
PLANTATION GENERAL HOSPITAL, L.P.
PULASKI COMMUNITY HOSPITAL, INC.
XXXXXXX PARK HOSPITAL, LLC
XXXXXXX PHYSICIAN PRACTICE COMPANY
XXXXXXX PHYSICIAN PRACTICE VIII, LLC
RESTON HOSPITAL CENTER, LLC
RETREAT HOSPITAL, INC.
RIO GRANDE REGIONAL HOSPITAL, INC.
RIVERSIDE HEALTHCARE SYSTEM, L.P.
RIVERSIDE HOSPITAL, INC.
SAMARITAN, LLC
SAN XXXX HEALTHCARE SYSTEM, LP
SAN XXXX HOSPITAL, L.P.
SAN XXXX MEDICAL CENTER, LLC
SAN XXXX, LLC
SARASOTA DOCTORS HOSPITAL, INC.
SJMC, LLC
SOUTHERN HILLS MEDICAL CENTER, LLC
SPOTSYLVANIA MEDICAL CENTER, INC.
SPRING BRANCH MEDICAL CENTER, INC.
SPRING HILL HOSPITAL, INC.
ST. MARK’S LONE PEAK HOSPITAL, INC.
SUN CITY HOSPITAL, INC.
SUNBELT REGIONAL MEDICAL CENTER, INC.
SUNRISE MOUNTAINVIEW HOSPITAL, INC.
SURGICARE OF XXXXXXX, INC.
SURGICARE OF FLORIDA, INC.
SURGICARE OF HOUSTON WOMEN’S, INC.
SURGICARE OF MANATEE, INC.
SURGICARE OF NEWPORT XXXXXX, INC.
SURGICARE OF PALMS WEST, LLC
SURGICARE OF RIVERSIDE, LLC
TALLAHASSEE MEDICAL CENTER, INC.
TCMC MADISON-PORTLAND, INC.
TERRE HAUTE HOSPITAL GP, INC.
TERRE HAUTE HOSPITAL HOLDINGS, INC.
TERRE HAUTE MOB, L.P.
TERRE HAUTE REGIONAL HOSPITAL, L.P.
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.
TRIDENT MEDICAL CENTER, LLC
UTAH MEDCO, LLC
VH HOLDCO, INC.
VH HOLDINGS, INC.
PLANTATION GENERAL HOSPITAL, L.P.
PULASKI COMMUNITY HOSPITAL, INC.
XXXXXXX PARK HOSPITAL, LLC
XXXXXXX PHYSICIAN PRACTICE COMPANY
XXXXXXX PHYSICIAN PRACTICE VIII, LLC
RESTON HOSPITAL CENTER, LLC
RETREAT HOSPITAL, INC.
RIO GRANDE REGIONAL HOSPITAL, INC.
RIVERSIDE HEALTHCARE SYSTEM, L.P.
RIVERSIDE HOSPITAL, INC.
SAMARITAN, LLC
SAN XXXX HEALTHCARE SYSTEM, LP
SAN XXXX HOSPITAL, L.P.
SAN XXXX MEDICAL CENTER, LLC
SAN XXXX, LLC
SARASOTA DOCTORS HOSPITAL, INC.
SJMC, LLC
SOUTHERN HILLS MEDICAL CENTER, LLC
SPOTSYLVANIA MEDICAL CENTER, INC.
SPRING BRANCH MEDICAL CENTER, INC.
SPRING HILL HOSPITAL, INC.
ST. MARK’S LONE PEAK HOSPITAL, INC.
SUN CITY HOSPITAL, INC.
SUNBELT REGIONAL MEDICAL CENTER, INC.
SUNRISE MOUNTAINVIEW HOSPITAL, INC.
SURGICARE OF XXXXXXX, INC.
SURGICARE OF FLORIDA, INC.
SURGICARE OF HOUSTON WOMEN’S, INC.
SURGICARE OF MANATEE, INC.
SURGICARE OF NEWPORT XXXXXX, INC.
SURGICARE OF PALMS WEST, LLC
SURGICARE OF RIVERSIDE, LLC
TALLAHASSEE MEDICAL CENTER, INC.
TCMC MADISON-PORTLAND, INC.
TERRE HAUTE HOSPITAL GP, INC.
TERRE HAUTE HOSPITAL HOLDINGS, INC.
TERRE HAUTE MOB, L.P.
TERRE HAUTE REGIONAL HOSPITAL, L.P.
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.
TRIDENT MEDICAL CENTER, LLC
UTAH MEDCO, LLC
VH HOLDCO, INC.
VH HOLDINGS, INC.
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VIRGINIA PSYCHIATRIC COMPANY, INC.
W & C HOSPITAL, INC.
WALTERBORO COMMUNITY HOSPITAL, INC.
XXXXXX MEDICAL CENTER, LLC
WEST FLORIDA REGIONAL MEDICAL CENTER, INC.
WEST VALLEY MEDICAL CENTER, INC.
WESTERN PLAINS CAPITAL, INC.
WHMC, INC.
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED
WOMEN’S AND CHILDREN’S HOSPITAL, INC.
W & C HOSPITAL, INC.
WALTERBORO COMMUNITY HOSPITAL, INC.
XXXXXX MEDICAL CENTER, LLC
WEST FLORIDA REGIONAL MEDICAL CENTER, INC.
WEST VALLEY MEDICAL CENTER, INC.
WESTERN PLAINS CAPITAL, INC.
WHMC, INC.
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED
WOMEN’S AND CHILDREN’S HOSPITAL, INC.
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