exv10w3






Exhibit 10.3




AMENDED AND RESTATED




GUARANTEE AND COLLATERAL AGREEMENT



dated as of



July 25, 2007



as amended and restated as of November 5, 2010



among



CHS/COMMUNITY HEALTH SYSTEMS, INC.,



COMMUNITY HEALTH SYSTEMS, INC.,



the Subsidiaries of the Borrower



from time to time party hereto



and



CREDIT SUISSE AG,

as Collateral Agent


Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby
and the rights, remedies, duties and obligations provided for herein are expressly subject in
all respects to the terms of any Pari Passu Intercreditor Agreement (as defined in, and entered
into in accordance with the provisions of, the Credit Agreement referred to herein). In the
event of any conflict or inconsistency between the provisions of this Agreement and the terms
of any Pari Passu Intercreditor Agreement, the terms of such Pari Passu Intercreditor Agreement
shall control.










 



 


TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	2	 
	SECTION 1.02. Other Defined Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Guarantee

	 
	 	 	 	 
	SECTION 2.01. Guarantee
	 	 	7	 
	SECTION 2.02. Guarantee of Payment
	 	 	7	 
	SECTION 2.03. No Limitations, Etc
	 	 	7	 
	SECTION 2.04. Reinstatement
	 	 	8	 
	SECTION 2.05. Agreement To Pay; Subrogation
	 	 	9	 
	SECTION 2.06. Information
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Pledge of Securities

	 
	 	 	 	 
	SECTION 3.01. Pledge
	 	 	9	 
	SECTION 3.02. Delivery of the Pledged Collateral
	 	 	10	 
	SECTION 3.03. Representations, Warranties and Covenants
	 	 	11	 
	SECTION 3.04. Certification of Limited Liability Company
Interests and Limited Partnership Interests
	 	 	12	 
	SECTION 3.05. Registration in Nominee Name; Denominations
	 	 	12	 
	SECTION 3.06. Voting Rights; Dividends and Interest, Etc
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Security Interests in Personal Property

	 
	 	 	 	 
	SECTION 4.01. Security Interest
	 	 	15	 
	SECTION 4.02. Representations and Warranties
	 	 	17	 
	SECTION 4.03. Covenants
	 	 	19	 
	SECTION 4.04. Other Actions
	 	 	23	 
	SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	24	 












 



ii


	 	 	 	 	 
	 	 	Page	 
	ARTICLE V

	 
	 	 	 	 
	Remedies

	 
	 	 	 	 
	SECTION 5.01. Remedies Upon Default
	 	 	26	 
	SECTION 5.02. Application of Proceeds
	 	 	27	 
	SECTION 5.03. Grant of License to Use Intellectual Property
	 	 	28	 
	SECTION 5.04. Securities Act, Etc
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 6.01. Indemnity and Subrogation
	 	 	29	 
	SECTION 6.02. Contribution and Subrogation
	 	 	30	 
	SECTION 6.03. Subordination
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 7.01. Notices
	 	 	30	 
	SECTION 7.02. Security Interest Absolute
	 	 	31	 
	SECTION 7.03. Survival of Agreement
	 	 	31	 
	SECTION 7.04. Binding Effect; Several Agreement
	 	 	31	 
	SECTION 7.05. Successors and Assigns
	 	 	32	 
	SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	32	 
	SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact
	 	 	33	 
	SECTION 7.08. Applicable Law
	 	 	33	 
	SECTION 7.09. Waivers; Amendment
	 	 	34	 
	SECTION 7.10. WAIVER OF JURY TRIAL
	 	 	34	 
	SECTION 7.11. Severability
	 	 	35	 
	SECTION 7.12. Counterparts
	 	 	35	 
	SECTION 7.13. Headings
	 	 	35	 
	SECTION 7.14. Jurisdiction; Consent to Service of Process
	 	 	35	 
	SECTION 7.15. Termination or Release
	 	 	36	 
	SECTION 7.16. Additional Subsidiaries
	 	 	37	 
	SECTION 7.17. Right of Setoff
	 	 	37	 












 



iii


	 	 	 

	Schedules
	 	 
	 
	 	 
	Schedule I

	 	Exact Legal Names of Each Grantor
	Schedule II

	 	Subsidiary Guarantors
	Schedule III

	 	Equity Interests; Stock Ownership; Pledged Debt Securities
	Schedule IV

	 	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,
as amended and restated as of November 5, 2010 (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 AG (“Credit Suisse”), as collateral agent
(in such capacity, the “Collateral Agent”).



PRELIMINARY STATEMENT




          Reference is made to (a) the Credit Agreement dated as of July 25, 2007 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”),
among the Borrower, Parent, the lenders from time to time party thereto (each, a “Lender” and
collectively, the “Lenders”) and Credit Suisse AG (formerly known as Credit Suisse), as
administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent, (b) the
Guarantee and Collateral Agreement dated as of July 25, 2007 (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Existing Guarantee and Collateral Agreement”),
among the Borrower, Parent, the Subsidiaries of the Borrower from time to time party thereto and
the Collateral Agent, (c) any Pari Passu Agreements (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) and (d) any Pari Passu Intercreditor Agreements.




          The Lenders and the Issuing Bank have extended and have agreed to extend credit to the
Borrower pursuant to, and upon the terms and conditions specified in, the Existing Credit
Agreement. Concurrent with the execution and delivery of this Agreement, the Existing Credit
Agreement will be amended and restated (such amended and restated agreement, as the same may be
further amended, restated, supplemented or otherwise modified from time to time being referred to
herein as the “Credit Agreement”). The effectiveness of the Credit Agreement is conditioned upon,
among other things, the execution and delivery of this Agreement.




          Additionally, to the extent permitted by the Credit Agreement, the Grantors may from time to
time enter into Pari Passu Agreements, and the Obligations owed to the holders of Pari Passu Debt
may be secured hereunder on a pari passu basis with the Bank Loan Obligations. Following the
incurrence by any Grantor of any Pari Passu Debt, this Agreement shall be subject to any Pari Passu
Intercreditor Agreement then in effect.




          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
and in consideration for credit previously
extended. Parent, the Borrowers and the Subsidiary Guarantors desire to amend and











 



 




 2



restate the
Existing Guarantee and Collateral Agreement in the form hereof to, among other things, reaffirm
their obligations under the Existing Guarantee and Collateral Agreement and to make certain
amendments thereto. 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:




          “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.




          “Bank Loan 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 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 “Bank
Loan Obligations” hereunder shall not exceed $200,000,000 at any time.












 



3




          “Bank Loan Secured Parties” shall mean (a) the Administrative Agent, (b) the Collateral Agent,
(c) any Issuing Bank, (d) the Lenders (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 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.




          “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.




          “Event of Default” shall mean any Event of Default under and as defined in (a) the Credit
Agreement or (b) any Pari Passu Agreement, as the context requires, provided that any notice, lapse
of time or other condition precedent to the occurrence of such Event of Default in the relevant
instrument shall have been satisfied.




          “Federal Securities Laws” shall have the meaning assigned to such term in Section 5.04.












 



4




          “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 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.












 



5




          “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 Bank Loan Obligations and (b) the Pari Passu Debt
Obligations.




          “Parent” shall have the meaning assigned to such term in the preamble.




          “Pari Passu Agreement” shall mean any indenture, credit agreement or other agreement, document
or instrument, if any, pursuant to which any Grantor has or will incur, assume or otherwise become
liable for, Pari Passu Debt Obligations; provided that, in each case, the Indebtedness and other
obligations thereunder have been designated as Pari Passu Debt Obligations pursuant to and in
accordance with Section 7.09(c).




          “Pari Passu Debt Obligations” shall mean all advances to, and debts, liabilities, obligations,
covenants and duties of, any Grantor arising under any Pari Passu Agreement, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising (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), in each case, that have been designated as Pari Passu Debt
Obligations pursuant to and in accordance with Section 7.09(c).




          “Pari Passu Representative” shall mean, for any Series of Pari Passu Debt, the Representative
named for such Series in accordance with Section 7.09(c).




          “Pari Passu Secured Parties” shall mean (a) the holders of any Pari Passu Debt Obligations and
(b) any Pari Passu Representative with respect thereto.




          “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.












 



6




          “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.




          “Representative” shall mean (a) in the case of the Bank Loan Obligations, the Administrative
Agent, and (b) in the case of any Series of Pari Passu Debt Obligations, the Representative named
for such Series in accordance with Section 7.09(c).




          “Secured Parties” shall mean the Bank Loan Secured Parties and any Pari Passu Secured Parties.




          “Security Interest” shall have the meaning assigned to such term in Section 4.01.




          “Series” shall mean (a) the Bank Loan Obligations and (b) any Pari Passu Debt Obligations
which are represented by a common Representative.




          “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 Restatement Effective 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











 



7



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.




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











 



8



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 Pari Passu
Agreement, 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 Pari Passu Agreement, 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
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.












 



9




          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 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. (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 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, (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), or (D) any minority Equity Interests,
(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











 



10



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”).




          (b) Notwithstanding anything herein to the contrary, in the event that a registration
statement with respect to any Series of Pari Passu Debt has been filed with the SEC and is
effective, the “Pledged Stock” securing any such Series shall, at all times while such registration
statement remains effective, automatically be deemed not to include any Equity Interests which, if
pledged to secure such Series, would require the Borrower to file separate financial statements for
any Subsidiary with the SEC. The limitation provided for in this paragraph (b) shall not be
applied to the Bank Loan Obligations or to any Series of Pari Passu Debt for which no such
registration statement has been filed or is effective.




          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.




          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) 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











 



11



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 Restatement Effective Date, 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) as of the Restatement Effective Date, 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;



     (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 any Pari Passu Agreement, 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









 



12



Lien created or permitted by the Loan Documents or any Pari Passu Agreement), 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.




          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









 



13



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, any Pari Passu
Agreement, 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 any Pari Passu Agreement, and
applicable law; provided, however, that any noncash dividends, interest, principal
or other distributions that would constitute Pledged Stock or 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











 



14



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, 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











 



15



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;




     (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











 



16



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 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, (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
and (X) in the event that a registration statement with respect to any Series of Pari Passu Debt
Obligations has been filed with the SEC and is effective, solely with respect to such Series, any
Equity Interests which, if part of the Collateral securing such Series, would require the Borrower
to file separate financial statements for any Subsidiary with the SEC (but, for the avoidance of
doubt, such Equity Interests shall at all times continue to secure the Bank Loan Obligations and
all other Series to the extent provided for in this Agreement).




          (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











 



17



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
Restatement Effective Date.




          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 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 Restatement Effective 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 Restatement Effective 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









 



18

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 9 Collateral consisting of United States 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 Restatement Effective Date for timely recording with
the United States Patent and Trademark Office and the United States Copyright Office pursuant to
35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder.




     (c) As of the Restatement Effective Date, 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 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 Restatement Effective Date, 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 Restatement Effective Date, 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









 



19



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 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 Restatement Effective Date, no Grantor holds any Commercial Tort Claims
in an amount in excess of $5,000,000 except as indicated on Schedule VII.



          SECTION 4.03. Covenants. (a) Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change in (i) its legal name and/or address, (ii) its identity or type of
organization or corporate structure, (iii) its Federal Taxpayer Identification Number or
organizational identification number or (iv) its jurisdiction of organization. Each Grantor agrees
promptly to provide the Collateral Agent with certified organizational documents reflecting any of
the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect
or permit any change referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to
continue at all times following such change to have a valid, legal and perfected first priority
security interest in all the Article 9 Collateral. Each Grantor agrees promptly to notify the
Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor
is damaged or destroyed.




          (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate
records (in all material respects) with respect to the Article 9 Collateral owned by it as is
consistent with its current practices and in accordance with











 



20



such prudent and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged, but in any event to include complete accounting records (in
all material respects) indicating all material payments and proceeds received with respect to any
part of the Article 9 Collateral.




          (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 Restatement Effective Date, 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.




          (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











 



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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 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.












 



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          (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 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, 









 



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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 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.









 



24


     (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.



     (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 mark 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











 



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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 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.




          (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral
consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business
has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor
promptly shall notify the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any and all damages for
such infringement, misappropriation or dilution, and take such other actions, if consistent with
good business judgment, as are reasonably appropriate under the circumstances to protect such
Article 9 Collateral.




          (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.













 



26




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 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











 



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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 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. Subject to the terms of any Pari Passu Intercreditor
Agreement, 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, the Collateral Agent or any other Representative (in their respective
capacities as such hereunder or under any other Loan Document or any Pari Passu Agreement, as
applicable) in connection with such collection, sale, foreclosure or realization or otherwise in
connection with this Agreement, any other Loan









 



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Document, any Pari Passu Agreement 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 or
any Pari Passu Agreement, as applicable;



   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 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











 



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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, 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 faith deem 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











 




30



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 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 Closing Date and the denominator shall be the
aggregate net worth of all the Guarantors on the Closing Date (or, in the case of any Guarantor
becoming a party hereto after the Closing Date, the date on which such party became a Guarantor
hereunder). 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.





 











 





31




               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 Pari Passu
Agreement, 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 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, the Issuing Bank and the
other Secured Parties and shall survive the execution and delivery of the Loan Documents and of any
Pari Passu Agreement in connection with any Series of Pari Passu Debt and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any Lender, any
Issuing Bank or any other Secured Party or on their behalf and notwithstanding that the Collateral
Agent, any Issuing Bank, any Lender or any other Secured Party 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 or any Pari Passu Agreement, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any Pari Passu Debt, or any fee or any
other amount payable under any Loan Document or any Pari Passu Agreement 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,











 



32


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.



               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 or any Pari Passu Agreement, 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 actual losses, claims, damages, liabilities, penalties and related reasonable out of pocket
expenses, including the reasonable fees, charges and disbursements of 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 nor any Indemnitee shall assert, and
each hereby waives any claim against any Indemnitee, any Grantor and the Collateral Agent, 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 or under any Pari Passu Agreement 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, any other Loan Document or any Pari Passu Agreement, 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, any other Loan Document or any Pari
Passu Agreement, or any investigation made by or on behalf of the Collateral











 



33


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 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 bill 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.











 




34


               SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the
Administrative Agent, any Issuing Bank, any Lender or any other Secured Party 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, the Lenders and the other Secured Parties
hereunder and under the other Loan Documents and any Pari Passu Agreements 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 any Pari Passu Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by 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) Subject to the terms of any Pari Passu Intercreditor Agreement, 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.



               (c) So long as permitted by the Loan Documents and the Pari Passu Agreements then in effect,
the Borrower may from time to time designate Indebtedness and other obligations at the time of the
assumption or incurrence thereof to be secured on a pari passu basis with the then outstanding
Obligations as Pari Passu Debt Obligations hereunder by delivering to the Collateral Agent and each
Representative a certificate signed by a Financial Officer of the Borrower (i) identifying the
Indebtedness and other obligations so designated and the aggregate principal amount or face amount
thereof, (ii) stating that such Indebtedness and other obligations are designated as Pari Passu
Debt Obligations for purposes hereof, (iii) representing that such designation of such Indebtedness
and other obligations as Pari Passu Debt Obligations complies with the terms of the Loan Documents
and the Pari Passu Agreements then outstanding and (iv) specifying the name and address of the
Representative for such Indebtedness and other obligations. Upon such delivery, the Collateral
Agent shall act hereunder for the benefit of all Secured Parties, including any Secured Parties
that hold any Pari Passu Debt Obligations so designated.



               SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY











 



35


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 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











 



36


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 and Pari Passu Secured Parties have no further commitment to lend under the
Credit Agreement or the Pari Passu Agreements, respectively, 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) 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
and the other Pari Passu Agreements (or consented to in writing pursuant to Section 9.08 of the
Credit Agreement and the analogous provision of any Pari Passu 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 and the analogous provision of any Pari Passu Agreement.



               (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement and the other Pari Passu Agreements 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 and the
analogous provision of the Pari Passu Agreements, the Security Interest in such Collateral shall be
automatically released.










 




37


               (d) Upon notification by the Borrower to the Collateral Agent that a Subsidiary Guarantor is a
Non-Significant Subsidiary, and would not be required to become a Guarantor in accordance with the
Credit Agreement or any Pari Passu Agreement, the Collateral Agent shall release the obligations of
such Subsidiary hereunder and the Security Interests created hereunder in the Collateral of such
Subsidiary Guarantor.



               (e) 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 or the analogous provision of any Pari
Passu 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.



               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, the
other Loan Documents and any Pari Passu Agreements held by such Secured Party, provided












 




38


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
Secured Party shall notify such Grantor and the Collateral Agent of any such setoff and application
made by such Secured Party, 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]








 









 





Schedule I to the Guarantee and

Collateral Agreement




EXACT LEGAL NAMES AND OTHER INFORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	1.

	 	Centre Hospital Corporation
	 	AL
	 	 	245-901	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Cherokee Medical Center
400
Northwood Drive
Centre, AL
35960

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	Foley Hospital Corporation
	 	AL
	 	 	208-366	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	South Baldwin Regional Medical
Center
1613 North McKenzie
Street
Foley, AL
36535

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	Fort Payne Hospital Corporation
	 	AL
	 	 	245-903	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	DeKalb Regional Medical
Center
200 Medical Center
Drive
P. O. Box
680778
Fort Payne, AL
35968

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	Greenville Hospital Corporation
	 	AL
	 	 	168-429	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	L.V. Stabler Memorial Hospital
29
L.V. Stabler Drive
Greenville, AL
36037

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	5.

	 	QHG of Enterprise,
Inc.
	 	AL
	 	 	176-166	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Medical Center Enterprise
400
North Edwards Street
Enterprise,
AL 36330

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	Forrest City Arkansas Hospital
Company, LLC
	 	AR
	 	 	800076780	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Forrest City Medical Center
1601
Newcastle Road
Forrest City, AR
72336

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	Forrest City Clinic Company, LLC
	 	AR
	 	 	800094406	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	PPSI
7000 Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	Forrest City Hospital Corporation
	 	AR
	 	 	800076787	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	MCSA, L.L.C.
	 	AR
	 	 	100129761	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Medical Center of South
Arkansas
700 W. Grove
Street
El Dorado, AR
71730

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	Phillips Hospital Corporation
	 	AR
	 	 	100208457	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Helena Regional Medical
Center
1801 Martin Luther King 

Drive / PO Box 788
Helena , AR
72342

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	11.

	 	QHG of Springdale,
Inc.
	 	AR
	 	 	100163444	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	Triad-El Dorado, Inc.
	 	AR
	 	 	100129067	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13.

	 	Payson Hospital Corporation
	 	AZ
	 	 	0808024-0	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Payson Regional Medical
Center
807 South
Ponderosa
Payson, AZ
85541

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14.

	 	Abilene Hospital, LLC
	 	DE
	 	 	3561884	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15.

	 	Abilene Merger, LLC
	 	DE
	 	 	3561879	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16.

	 	Arizona DH, LLC
	 	DE
	 	 	3249754	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17.

	 	Berwick Hospital Company, LLC
	 	DE
	 	 	4447833	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Berwick Hospital Center
701 East
16th Street
Berwick,
PA 18603

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18.

	 	BH Trans Company, LLC
	 	DE
	 	 	4447835	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19.

	 	Birmingham Holdings II, LLC
	 	DE
	 	 	4559514	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20.

	 	Birmingham Holdings, LLC
	 	DE
	 	 	4014204	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	21.

	 	Bluefield Holdings, LLC
	 	DE
	 	 	4812809	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22.

	 	Bluefield Hospital Company, LLC
	 	DE
	 	 	4812810	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Bluefield Regional Medical
Center
500 Cherry
St.
Bluefield, WV
24701

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23.

	 	Bluffton Health System, LLC
	 	DE
	 	 	3089523	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Bluffton Regional Medical
Center
303 S. Main
Street
Bluffton, IN
46714

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24.

	 	Brownwood Hospital,
L.P.
	 	DE
	 	 	2967928	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Brownwood Regional Medical
Center
1501 Burnet
Drive
Brownwood, TX
76801

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25.

	 	Brownwood Medical Center, LLC
	 	DE
	 	 	2964283	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26.

	 	Carlsbad Medical Center, LLC
	 	DE
	 	 	2964276	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Carlsbad Medical Center
2430 W.
Pierce
Carlsbad, NM
88220

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27.

	 	CHHS Holdings, LLC
	 	DE
	 	 	3914324	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	28.

	 	CHS Kentucky Holdings, LLC 
	 	DE
	 	 	4474752	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	29.

	 	CHS Pennsylvania Holdings, LLC
	 	DE
	 	 	4474748	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	30.

	 	CHS Virginia Holdings, LLC 
	 	DE
	 	 	4474750	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	31.

	 	CHS Washington Holdings, LLC 
	 	DE
	 	 	4593658	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	32.

	 	CHS/Community Health
Systems, Inc.
	 	DE
	 	 	2057824	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	33.

	 	Claremore Regional Hospital, LLC
	 	DE
	 	 	2955684	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Claremore Regional Hospital
1202
N. Muskogee Place
Claremore, OK
74017

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	34.

	 	Clarksville Holdings, LLC
	 	DE
	 	 	4014187	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	35.

	 	Cleveland Regional
Medical Center, L.P.
	 	DE
	 	 	2364708	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Cleveland Regional Medical
Center
300 E.
Crockett
Cleveland, TX
77327

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	36.

	 	Cleveland Tennessee Hospital Company, LLC
	 	DE
	 	 	4589625	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	SkyRidge Medical Center
2305
Chambliss Avenue
Cleveland, TN
37311

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	37.

	 	College Station
Hospital, L.P.
	 	DE
	 	 	2967943	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	College Station Medical
Center
1604 Rock Prairie Road

College Station, TX
77840

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	38.

	 	College Station Medical Center, LLC
	 	DE
	 	 	2964215	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	39.

	 	College Station Merger, LLC
	 	DE
	 	 	3000998	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	40.

	 	Community GP Corp.
	 	DE
	 	 	2642128	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	41.

	 	Community Health Investment Company, LLC
	 	DE
	 	 	2066922	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	42.

	 	Community Health
Systems, Inc.
	 	DE
	 	 	2631063	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	43.

	 	Community LP Corp.
	 	DE
	 	 	2642129	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	44.

	 	CP Hospital GP, LLC
	 	DE
	 	 	4072307	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	45.

	 	CPLP, LLC
	 	DE
	 	 	4072308	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	46.

	 	Crestwood Hospital LP, LLC
	 	DE
	 	 	2964362	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	47.

	 	Crestwood Hospital, LLC
	 	DE
	 	 	3000931	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	48.

	 	CSMC, LLC
	 	DE
	 	 	2964231	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	49.

	 	CSRA Holdings, LLC
	 	DE
	 	 	4180039	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	50.

	 	Deaconess Holdings, LLC
	 	DE
	 	 	2575694	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	51.

	 	Deaconess Hospital Holdings, LLC
	 	DE
	 	 	3931158	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	52.

	 	Desert Hospital Holdings, LLC
	 	DE
	 	 	4272332	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	53.

	 	Detar Hospital, LLC
	 	DE
	 	 	2947802	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	54.

	 	DHFW Holdings, LLC 
	 	DE
	 	 	4562267	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	55.

	 	DHSC, LLC 
	 	DE
	 	 	3973263	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Affinity Medical Center
875
Eighth Street, NE
Massillon, OH
44648

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	56.

	 	Dukes Health System, LLC
	 	DE
	 	 	3575662	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Dukes Memorial Hospital
275 West
12th Street
Peru, IN
46970-1698

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57.

	 	Fallbrook Hospital Corporation
	 	DE
	 	 	2921444	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Fallbrook Hospital
624 East
Elder
Fallbrook, CA
92028

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	58.

	 	Gadsden Regional Medical Center, LLC
	 	DE
	 	 	4275573	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Gadsden Regional Medical
Center
1007 Goodyear
Avenue
Gadsden, AL
35903

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	59.

	 	GRMC Holdings, LLC
	 	DE
	 	 	4272335	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	5800 Tennyson Parkway
Plano,
Texas 75024
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	60.

	 	Hallmark Healthcare Company, LLC
	 	DE
	 	 	924764	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	61.

	 	Hobbs Medco, LLC
	 	DE
	 	 	3000933	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	62.

	 	Hospital of Barstow,
Inc.
	 	DE
	 	 	2318485	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Barstow Community Hospital
555
South 7th Street
Barstow, CA
92311

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	63.

	 	Kirksville Hospital Company, LLC
	 	DE
	 	 	4447853	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	64.

	 	Lancaster Hospital Corporation
	 	DE
	 	 	2436981	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Ponca City Medical Center
1900
North 14th Street
Ponca City, OK
74601

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	65.

	 	Las Cruces Medical Center, LLC
	 	DE
	 	 	3306969	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	MountainView Regional Medical
Center
4311 East Lohman
Avenue
Las Cruces, NM
88011

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	66.

	 	Lea Regional Hospital, LLC
	 	DE
	 	 	2964402	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Lea Regional Medical Center
5419
N. Lovington Hwy
Hobbs, NM
88240

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	67.

	 	Longview Merger, LLC
	 	DE
	 	 	3000918	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	68.

	 	LRH, LLC
	 	DE
	 	 	2964430	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	69.

	 	Lutheran Health
Network of Indiana, LLC
	 	DE
	 	 	2964221	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	70.

	 	Massillon Community Health System LLC
	 	DE
	 	 	35755701	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	71.

	 	Massillon Health System LLC
	 	DE
	 	 	2662406	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	72.

	 	Massillon Holdings, LLC
	 	DE
	 	 	4688840	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	73.

	 	McKenzie Tennessee Hospital Company, LLC
	 	DE
	 	 	4455045	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	McKenzie Regional Hospital
161
Hospital Dr. McKenzie, 

TN 38201

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	74.

	 	Medical Center of
Brownwood, LLC
	 	DE
	 	 	2964442	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	75.

	 	Merger Legacy Holdings, LLC
	 	DE
	 	 	4754964	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	76.

	 	MMC of Nevada, LLC
	 	DE
	 	 	3540578	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Mesa View Regional Hospital
1299
Bertha Howe Avenue
Mesquite, NV
89027

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	77.

	 	Moberly Hospital Company, LLC
	 	DE
	 	 	4447851	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Moberly Regional Medical
Center
1515 Union
Avenue
Moberly, MO
65270

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	78.

	 	MWMC Holdings, LLC
	 	DE
	 	 	4259348	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	79.

	 	National Healthcare
of Leesville, Inc.
	 	DE
	 	 	2101020	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Byrd Regional Hospital
1020
Fertitta Blvd.
Leesville, LA
71446

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	80.
	 	National Healthcare of 

Mt. Vernon, Inc.	 	DE
	 	 	2063507	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Crossroads Community Hospital
#8
Doctor’s Park Road
Mt. Vernon, IL
62864

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	81.

	 	National Healthcare
of Newport, Inc.
	 	DE
	 	 	2062708	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Harris Hospital
1205
McLain
Newport, AR
72112

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	82.

	 	Navarro Hospital,
L.P.
	 	DE
	 	 	2964396	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Navarro Regional Hospital
3201 W.
Highway 22
Corsicana, TX
75110

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	83.

	 	Navarro Regional, LLC
	 	DE
	 	 	2964393	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	84.

	 	Northampton Hospital Company, LLC
	 	DE
	 	 	4442353	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Easton Hospital
250 South
21st Street
Easton, PA
18042-3892

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	85.

	 	Northwest Hospital, LLC
	 	DE
	 	 	2964436	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Northwest Medical Center
6200 N.
LaCholla Blvd.
Tucson, AZ
85741

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	86.

	 	NOV Holdings, LLC
	 	DE
	 	 	4272333	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	87.

	 	NRH, LLC
	 	DE
	 	 	2964428	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88.

	 	Oro Valley Hospital, LLC
	 	DE
	 	 	3575660	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Oro Valley Hospital
1551 E.
Tangerine Road
Oro Valley, AZ
85755

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	89.

	 	Palmer-Wasilla Health System, LLC
	 	DE
	 	 	2964382	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	90.

	 	Pennsylvania Hospital Company, LLC
	 	DE
	 	 	3657509	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	91.

	 	Phoenixville Hospital Company, LLC
	 	DE
	 	 	3796044	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Phoenixville Hospital
140 Nutt
Road
Phoenixville, PA
19460

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	92.

	 	Pottstown Hospital Company, LLC
	 	DE
	 	 	3657514	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Pottstown Memorial Medical
Center
1600 East High
Street
Pottstown, PA
19464

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	93.

	 	QHG Georgia Holdings II, LLC
	 	DE
	 	 	4754966	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	94.

	 	QHG of Bluffton
Company, LLC
	 	DE
	 	 	4474767	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	95.

	 	QHG of Fort Wayne
Company, LLC
	 	DE
	 	 	4474773	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	96.

	 	QHG of Warsaw
Company, LLC
	 	DE
	 	 	4474770	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	97.

	 	Quorum Health Resources, LLC
	 	DE
	 	 	2908225	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	98.

	 	Regional Hospital of
Longview, LLC
	 	DE
	 	 	2964549	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	99.

	 	Ruston Hospital Corporation
	 	DE
	 	 	4270743	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	100.

	 	Ruston Louisiana Hospital Company, LLC
	 	DE
	 	 	4270657	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Northern Louisiana Medical Center

401 East Vaughn Avenue 

Ruston, LA
71270

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	101.

	 	SACMC, LLC
	 	DE
	 	 	2964570	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	102.

	 	San Angelo Community Medical Center, LLC
	 	DE
	 	 	2964587	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	103.

	 	San Angelo Medical, LLC
	 	DE
	 	 	3001078	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	104.

	 	Siloam Springs Arkansas Hospital

Company, LLC
	 	DE
	 	 	4617628	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Siloam Springs Memorial
Hospital
205 E. Jefferson
Street
Siloam Springs, AR
72761

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	105.

	 	Siloam Springs Holdings, LLC
	 	DE
	 	 	4617627	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	106.

	 	Southern Texas Medical Center, LLC
	 	DE
	 	 	3001009	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	107.

	 	Spokane Valley Washington Hospital

Company, LLC
	 	DE
	 	 	4447178	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Valley Hospital and Medical
Center
12606 East Mission
Avenue
Spokane Valley, WA
99216

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	108.

	 	Spokane Washington Hospital Company, LLC
	 	DE
	 	 	4436798	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Deaconess Medical Center
800 W.
5th Avenue
Spokane, WA
99204

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	109.

	 	Tennyson Holdings, LLC
	 	DE
	 	 	4075793	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	110.

	 	Triad Healthcare Corporation
	 	DE
	 	 	3035153	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	111.

	 	Triad Holdings III, LLC
	 	DE
	 	 	3037153	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	112.

	 	Triad Holdings IV, LLC
	 	DE
	 	 	2984727	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	113.

	 	Triad Holdings V, LLC
	 	DE
	 	 	2226797	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	114.

	 	Triad Nevada Holdings, LLC
	 	DE
	 	 	4474764	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	115.

	 	Triad of Alabama, LLC
	 	DE
	 	 	2964867	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Flowers Hospital
4370 West Main
Street
Dothan, AL
36305

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	116.

	 	Triad of Oregon, LLC
	 	DE
	 	 	2969100	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	117.

	 	Triad-ARMC, LLC
	 	DE
	 	 	3561894	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	118.

	 	Triad-Denton Hospital GP, LLC
	 	DE
	 	 	3249751	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	119.

	 	Triad-Denton
Hospital, L.P.
	 	DE
	 	 	3249752	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	120.

	 	Triad-Navarro Regional Hospital

Subsidiary, LLC
	 	DE
	 	 	3036964	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	121.

	 	VHC Medical, LLC
	 	DE
	 	 	3001003	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	122.

	 	Vicksburg Healthcare, LLC
	 	DE
	 	 	2939229	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	River Region Health System
2100
Highway 61 North
Vicksburg, MS
39183

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	123.

	 	Victoria Hospital, LLC
	 	DE
	 	 	2948658	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	124.

	 	Victoria of Texas,
L.P.
	 	DE
	 	 	2949026	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	DeTar Hospital North
101 Medical
Drive
Victoria, TX
77904

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	125.

	 	Warren Ohio Hospital Company, LLC
	 	DE
	 	 	4856127	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Trumball Memorial Hospital
1350
E. Market St.
Warren, OH
44483

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	126.

	 	Warren Ohio Rehab Hospital Company, LLC
	 	DE
	 	 	4856131	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Hillside Rehabilitation
Hospital
8747 Squires
Lane
Warren, OH
44484

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	127.

	 	Watsonville Hospital Corporation
	 	DE
	 	 	2872860	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Watsonville Community Hospital
75
Nielson Street
Watsonville, CA
95076

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	128.

	 	Webb Hospital Corporation
	 	DE
	 	 	3695172	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	129.

	 	Webb Hospital Holdings, LLC
	 	DE
	 	 	3695131	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	130.

	 	Wesley Health System, LLC
	 	DE
	 	 	2770969	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Wesley Medical Center
5001 Hardy
Street
Hattiesburg, MS
39402

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	131.

	 	West Grove Hospital Company, LLC
	 	DE
	 	 	4442356	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Jennersville Regional
Hospital
1015 West Baltimore
Pike
West Grove, PA
19390

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	132.

	 	WHMC, LLC
	 	DE
	 	 	2964658	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	133.

	 	Wilkes-Barre
Behavioral Hospital
Company., LLC
	 	DE
	 	 	4617621	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	562 Wyoming Avenue
Kingston, PA
18704

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	134.

	 	Wilkes-Barre
Holdings, LLC
	 	DE
	 	 	4617617	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	135.

	 	Wilkes-Barre Hospital Company, LLC
	 	DE
	 	 	4617619	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Wilkes-Barre General Hospital
575
North River Street
Wilkes-Barre,
PA 18764

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	136.

	 	Women & Children’s
Hospital, LLC
	 	DE
	 	 	2964655	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Women & Children’s Hospital
4200
Nelson Road
Lake Charles, LA
70605

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	137.

	 	Woodland Heights
Medical Center, LLC
	 	DE
	 	 	2964611	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	138.

	 	Woodward Health System, LLC
	 	DE
	 	 	2964411	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Woodward Regional Hospital
900
17th Street
Woodward, OK
73801

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	139.

	 	Youngstown Ohio Hospital Company, LLC
	 	DE
	 	 	4848328	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Northside Medical Center
500
Gypsy Lane
Youngstown, OH
44504

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	140.

	 	QHG Georgia
Holdings, Inc.
	 	GA
	 	 	K815327	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	141.

	 	QHG Georgia, LP
	 	GA
	 	 	K815977	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	142.

	 	Anna Hospital Corporation
	 	IL
	 	 	61552979	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Union County Hospital
517 North
Main
Anna, IL
62906

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	143.

	 	Galesburg Hospital Corporation
	 	IL
	 	 	63372153	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Galesburg Cottage Hospital
695 N.
Kellogg St.
Galesburg, IL
61401

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	144.

	 	Granite City Hospital Corporation
	 	IL
	 	 	61746633	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	145.

	 	Granite City Illinois Hospital

Company, LLC
	 	IL
	 	 	585904	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Gateway Regional Medical
Center
2100 Madison
Avenue
Granite City, IL
62040

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	146.

	 	Marion Hospital Corporation
	 	IL
	 	 	58955876	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Heartland Regional Medical
Center
3333 West
DeYoung
Marion, IL
62959


Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	147.

	 	Red Bud Hospital Corporation
	 	IL
	 	 	61627014	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	148.

	 	Red Bud Illinois Hospital Company, LLC
	 	IL
	 	 	556424	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Red Bud Regional Hospital
325
Spring Street
Red Bud, IL
62278


Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	149.

	 	Waukegan Hospital Corporation
	 	IL
	 	 	64625918	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	150.

	 	Waukegan Illinois Hospital Company, LLC
	 	IL
	 	 	1715232	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Vista Medical Center 

(includes East and West)
1324 N. Sheridan
Road
Waukegan, IL
60085

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	151.

	 	Frankfort Health
Partner, Inc.
	 	IN
	 	 	1997030055	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	152.

	 	QHG of Clinton
County, Inc.
	 	IN
	 	 	1997020547	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	153.

	 	Hospital of Fulton,
Inc.
	 	KY
	 	 	299733	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Parkway Regional Hospital
2000
Holiday Lane (P.O. Box
866)
Fulton, KY
42041

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	154.

	 	Hospital of Louisa,
Inc.
	 	KY
	 	 	314079	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Three Rivers Medical Center
2483
Highway 644 (P.O. Box
769)
Louisa, KY
41230

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	155.

	 	Jackson Hospital Corporation
	 	KY
	 	 	402625	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Kentucky River Medical Center
540
Jetts Drive
Jackson, KY
41339

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	156.

	 	QHG of Forrest
County, Inc.
	 	MS
	 	 	644555	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	157.

	 	QHG of Hattiesburg,
Inc.
	 	MS
	 	 	644553	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	158.

	 	River Region Medical Corporation
	 	MS
	 	 	631781	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	159.

	 	Williamston Hospital Corporation
	 	NC
	 	 	466901	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Martin General Hospital
310 S.
McCaskey Road
Williamston, NC
27892

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	160.

	 	Salem Hospital Corporation
	 	NJ
	 	 	100863665	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	The Memorial Hospital of Salem
County
310 Woodstown
Road
Salem, NJ
08079

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	161.

	 	Deming Hospital Corporation
	 	NM
	 	 	1773365	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Mimbres Memorial Hospital
900 W.
Ash Street
Deming, NM
88030

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	162.

	 	Roswell Hospital Corporation
	 	NM
	 	 	1913540	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Eastern New Mexico Medical
Center
405 West Country Club
Road
Roswell, NM
88201

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	163.

	 	San Miguel Hospital Corporation
	 	NM
	 	 	2027670	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Alta Vista Regional Hospital
104
Legion Drive
Las Vegas, NM
87701

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	164.

	 	NC-DSH, LLC
	 	NV
	 	 	C11431-1993	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	165.

	 	QHG of Barberton,
Inc.
	 	OH
	 	 	949250	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	166.

	 	QHG of Massillon,
Inc.
	 	OH
	 	 	949249	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	167.

	 	Kay County Hospital Corporation
	 	OK
	 	 	1912092200	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	168.

	 	Kay County Oklahoma Hospital Company, LLC
	 	OK
	 	 	3512092198	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Ponca City Medical Center
1900
North 14th Street
Ponca City, OK
74601

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	169.

	 	SouthCrest, L.L.C.
	 	OK
	 	 	3500580138	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	170.

	 	Triad-South Tulsa
Hospital Company, Inc.
	 	OK
	 	 	1900579084	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	171.

	 	Clinton Hospital Corporation
	 	PA
	 	 	3049114	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Lock Haven Hospital
24 Cree
Drive
Lock Haven, PA
17745-2699

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	172.

	 	Coatesville Hospital
Corporation
	 	PA
	 	 	2987105	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Brandywine Hospital
201
Reeceville Rd.
Coatesville, PA
19320

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	173.

	 	QHG of South
Carolina, Inc.
	 	SC
	 	Do not issue
	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Carolinas Hospital System
805
Pamplico Hwy
Florence, SC
29505

Marion Regional
Hospital
2829 East Hwy
76
Mullins, SC
29574

Professional
Account Services, Inc.
7000
Commerce Way, Suite
100
Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	174.

	 	QHG of Spartanburg,
Inc.
	 	SC
	 	Do not issue
	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	175.

	 	Brownsville Hospital Corporation
	 	TN
	 	 	435829	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Haywood Park Community
Hospital
2545 N. Washington
Ave.
Brownsville, TN
38012

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	176.

	 	Cleveland Hospital Corporation
	 	TN
	 	 	289046	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	177.

	 	Dyersburg Hospital
Corporation
	 	TN
	 	 	435828	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Dyersburg Regional Medical
Center
400 Tickle
Street
Dyersburg, TN
38024

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	178.

	 	Hospital of
Morristown, Inc.
	 	TN
	 	 	264618	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Lakeway Regional Hospital
726
McFarland Street
Morristown, TN
37814

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	179.

	 	Jackson Hospital
Corporation
	 	TN
	 	 	435834	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	180.

	 	Lakeway Hospital Corporation
	 	TN
	 	 	278113	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	181.

	 	Lexington Hospital Corporation
	 	TN
	 	 	435830	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Henderson County Community
Hospital
200 West Church
St.
Lexington, TN
38351

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	182.

	 	Martin Hospital Corporation
	 	TN
	 	 	435833	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Volunteer Community Hospital
161
Mt. Pelia Road
Martin, TN
38237

Professional
Account Services, Inc. 
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	183.

	 	McNairy Hospital Corporation
	 	TN
	 	 	435832	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	McNairy Regional Hospital
705
Poplar Ave.
Selmer, TN
38375

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	184.

	 	Shelbyville Hospital Corporation
	 	TN
	 	 	494640	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Heritage Medical Center
2835 Hwy
23IN
Shelbyville, TN
37160

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	185.

	 	Big Bend Hospital Corporation
	 	TX
	 	 	145339600	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Big Bend Regional Medical
Center
2600 Highway 118
North
Alpine, TX
79830

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	186.

	 	Big Spring Hospital Corporation
	 	TX
	 	 	133735500	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Scenic Mountain Medical
Center
1601 West Eleventh
Place
Big Spring, TX
79720

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	187.

	 	Granbury Hospital Corporation
	 	TX
	 	 	142527600	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Lake Granbury Medical Center
1310
Paluxy Road
Granbury, TX
76048

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	188.

	 	Jourdanton Hospital Corporation
	 	TX
	 	 	800001865	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	South Texas Regional Medical
Center
1905 Highway 97
E
Jourdanton, TX
78026

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	189.

	 	Weatherford Hospital Corporation
	 	TX
	 	 	800718212	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	190.

	 	Weatherford Texas
Hospital Company, LLC
	 	TX
	 	 	800718224	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Weatherford Regional Medical
Center
713 E. Anderson
Street
Weatherford, TX
76086

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	191.

	 	Tooele Hospital Corporation
	 	UT
	 	 	1424668-0142	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Mountain West Medical Center
2055
N. Main
Tooele, UT
84074-2794

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	192.

	 	Emporia Hospital
Corporation
	 	VA
	 	 	0514489-4	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Southern Virginia
Regional Medical
Center
727 North Main
Street
Emporia, VA
23847

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	Chief Executive	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Office	 	Accounts Receivable
	193.

	 	Franklin Hospital
Corporation
	 	VA
	 	 	0529059-8	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Southampton Memorial Hospital
100
Fairview Drive
Franklin, VA
23851

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	194.

	 	Russell County
Medical Center, Inc.
	 	VA
	 	 	0379489-8	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	195.

	 	Virginia Hospital Company, LLC
	 	VA
	 	 	S097163-2	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	N/A

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	196.

	 	Oak Hill Hospital Corporation
	 	WV
	 	 	46241	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Plateau Medical Center
430 Main
Street
Oak Hill, WV
25901

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	197.

	 	Evanston Hospital Corporation
	 	WY
	 	 	1999-000349020	 	 	Community Health
Systems
4000
Meridian
Blvd.
Franklin,
TN 37067
	 	Evanston Regional Hospital
190
Arrowhead Drive
Evanston, WY
82930

Professional
Account Services, Inc.
7000
Commerce Way, Suite 100

Brentwood, TN 37027







 











 





Schedule II to the Guarantee and

Collateral Agreement




SUBSIDIARY GUARANTORS





	1.	 	Abilene Hospital, LLC
	 
	2.	 	Abilene Merger, LLC
	 
	3.	 	Anna Hospital Corporation
	 
	4.	 	Arizona DH, LLC
	 
	5.	 	Berwick Hospital Company, LLC
	 
	6.	 	BH Trans Company, LLC
	 
	7.	 	Big Bend Hospital Corporation
	 
	8.	 	Big Spring Hospital Corporation
	 
	9.	 	Birmingham Holdings, LLC
	 
	10.	 	Birmingham Holdings II, LLC
	 
	11.	 	Bluefield Holdings, LLC
	 
	12.	 	Bluefield Hospital Company, LLC
	 
	13.	 	Bluffton Health System LLC
	 
	14.	 	Brownsville Hospital Corporation
	 
	15.	 	Brownwood Hospital, L.P.
	 
	16.	 	Brownwood Medical Center, LLC
	 
	17.	 	Carlsbad Medical Center, LLC
	 
	18.	 	Centre Hospital Corporation
	 
	19.	 	CHHS Holdings, LLC
	 
	20.	 	CHS Kentucky Holdings, LLC
	 
	21.	 	CHS Pennsylvania Holdings, LLC
	 
	22.	 	CHS Virginia Holdings, LLC
	 
	23.	 	CHS Washington Holdings, LLC
	 
	24.	 	Claremore Regional Hospital, LLC
	 
	25.	 	Clarksville Holdings, LLC
	 
	26.	 	Cleveland Hospital Corporation
	 
	27.	 	Cleveland Regional Medical Center, L.P.
	 
	28.	 	Cleveland Tennessee Hospital Company, LLC
	 
	29.	 	Clinton Hospital Corporation
	 
	30.	 	Coatesville Hospital Corporation
	 
	31.	 	College Station Hospital, L.P.
	 
	32.	 	College Station Medical Center, LLC
	 
	33.	 	College Station Merger, LLC
	 
	34.	 	Community GP Corp.
	 
	35.	 	Community Health Investment Company, LLC
	 
	36.	 	Community LP Corp.
	 
	37.	 	CP Hospital GP, LLC
	 
	38.	 	CPLP, LLC
	 
	39.	 	Crestwood Hospital, LP, LLC
	 
	40.	 	Crestwood Hospital, LLC
	 
	41.	 	CSMC, LLC
	 
	42.	 	CSRA Holdings, LLC
	 
	43.	 	Deaconess Holdings, LLC
	 
	44.	 	Deaconess Hospital Holdings, LLC
	 
	45.	 	Deming Hospital Corporation




 









 






	46.	 	Desert Hospital Holdings, LLC
	 
	47.	 	Detar Hospital, LLC
	 
	48.	 	DHSC, LLC
	 
	49.	 	DHFW Holdings, LLC
	 
	50.	 	Dukes Health System, LLC
	 
	51.	 	Dyersburg Hospital Corporation
	 
	52.	 	Emporia Hospital Corporation
	 
	53.	 	Evanston Hospital Corporation
	 
	54.	 	Fallbrook Hospital Corporation
	 
	55.	 	Foley Hospital Corporation
	 
	56.	 	Forrest City Arkansas Hospital Company, LLC
	 
	57.	 	Forrest City Clinic Company, LLC
	 
	58.	 	Forrest City Hospital Corporation
	 
	59.	 	Fort Payne Hospital Corporation
	 
	60.	 	Frankfort Health Partner, Inc.
	 
	61.	 	Franklin Hospital Corporation
	 
	62.	 	Gadsden Regional Medical Center, LLC
	 
	63.	 	Galesburg Hospital Corporation
	 
	64.	 	Granbury Hospital Corporation
	 
	65.	 	Granite City Hospital Corporation
	 
	66.	 	Granite City Illinois Hospital Company, LLC
	 
	67.	 	Greenville Hospital Corporation
	 
	68.	 	GRMC Holdings, LLC
	 
	69.	 	Hallmark Healthcare Company, LLC
	 
	70.	 	Hobbs Medco, LLC
	 
	71.	 	Hospital of Barstow, Inc.
	 
	72.	 	Hospital of Fulton, Inc.
	 
	73.	 	Hospital of Louisa, Inc.
	 
	74.	 	Hospital of Morristown, Inc.
	 
	75.	 	Jackson Hospital Corporation (KY)
	 
	76.	 	Jackson Hospital Corporation (TN)
	 
	77.	 	Jourdanton Hospital Corporation
	 
	78.	 	Kay County Hospital Corporation
	 
	79.	 	Kay County Oklahoma Hospital Company, LLC
	 
	80.	 	Kirksville Hospital Company, LLC
	 
	81.	 	Lakeway Hospital Corporation
	 
	82.	 	Lancaster Hospital Corporation
	 
	83.	 	Las Cruces Medical Center, LLC
	 
	84.	 	Lea Regional Hospital, LLC
	 
	85.	 	Lexington Hospital Corporation
	 
	86.	 	Longview Merger, LLC
	 
	87.	 	LRH, LLC
	 
	88.	 	Lutheran Health Network of Indiana, LLC
	 
	89.	 	Marion Hospital Corporation
	 
	90.	 	Martin Hospital Corporation
	 
	91.	 	Massillon Community Health System LLC




 









 






	92.	 	Massillon Health System LLC
	 
	93.	 	Massillon Holdings, LLC
	 
	94.	 	McKenzie Tennessee Hospital Company, LLC
	 
	95.	 	McNairy Hospital Corporation
	 
	96.	 	MCSA, L.L.C.
	 
	97.	 	Medical Center of Brownwood, LLC
	 
	98.	 	Merger Legacy Holdings, LLC
	 
	99.	 	MMC of Nevada, LLC
	 
	100.	 	Moberly Hospital Company, LLC
	 
	101.	 	MWMC Holdings, LLC
	 
	102.	 	National Healthcare of Leesville, Inc.
	 
	103.	 	National Healthcare of Mt. Vernon, Inc.
	 
	104.	 	National Healthcare of Newport, Inc.
	 
	105.	 	Navarro Hospital, L.P.
	 
	106.	 	Navarro Regional, LLC
	 
	107.	 	NC-DSH, LLC
	 
	108.	 	Northampton Hospital Company, LLC
	 
	109.	 	Northwest Hospital, LLC
	 
	110.	 	NOV Holdings, LLC
	 
	111.	 	NRH, LLC
	 
	112.	 	Oak Hill Hospital Corporation
	 
	113.	 	Oro Valley Hospital, LLC
	 
	114.	 	Palmer-Wasilla Health System, LLC
	 
	115.	 	Payson Hospital Corporation
	 
	116.	 	Pennsylvania Hospital Company, LLC
	 
	117.	 	Phillips Hospital Corporation
	 
	118.	 	Phoenixville Hospital Company, LLC
	 
	119.	 	Pottstown Hospital Company, LLC
	 
	120.	 	QHG Georgia Holdings, Inc.
	 
	121.	 	QHG Georgia Holdings II, LLC
	 
	122.	 	QHG Georgia, LP
	 
	123.	 	QHG of Barberton, Inc.
	 
	124.	 	QHG of Bluffton Company, LLC
	 
	125.	 	QHG of Clinton County, Inc.
	 
	126.	 	QHG of Enterprise, Inc.
	 
	127.	 	QHG of Forrest County, Inc.
	 
	128.	 	QHG of Fort Wayne Company, LLC
	 
	129.	 	QHG of Hattiesburg, Inc.
	 
	130.	 	QHG of Massillon, Inc.
	 
	131.	 	QHG of South Carolina, Inc.
	 
	132.	 	QHG of Spartanburg, Inc.
	 
	133.	 	QHG of Springdale, Inc.
	 
	134.	 	QHG of Warsaw Company, LLC
	 
	135.	 	Quorum Health Resources, LLC
	 
	136.	 	Red Bud Hospital Corporation
	 
	137.	 	Red Bud Illinois Hospital Company, LLC




 









 






	138.	 	Regional Hospital of Longview, LLC
	 
	139.	 	River Region Medical Corporation
	 
	140.	 	Roswell Hospital Corporation
	 
	141.	 	Russell County Medical Center, Inc.
	 
	142.	 	Ruston Hospital Corporation
	 
	143.	 	Ruston Louisiana Hospital Company, LLC
	 
	144.	 	SACMC, LLC
	 
	145.	 	Salem Hospital Corporation
	 
	146.	 	San Angelo Community Medical Center, LLC
	 
	147.	 	San Angelo Medical, LLC
	 
	148.	 	San Miguel Hospital Corporation
	 
	149.	 	Shelbyville Hospital Corporation
	 
	150.	 	Siloam Springs Arkansas Hospital Company, LLC
	 
	151.	 	Siloam Springs Holdings, LLC
	 
	152.	 	SouthCrest, L.L.C.
	 
	153.	 	Southern Texas Medical Center, LLC
	 
	154.	 	Spokane Valley Washington Hospital Company, LLC
	 
	155.	 	Spokane Washington Hospital Company, LLC
	 
	156.	 	Tennyson Holdings, LLC
	 
	157.	 	Tooele Hospital Corporation
	 
	158.	 	Triad Healthcare Corporation
	 
	159.	 	Triad Holdings III, LLC
	 
	160.	 	Triad Holdings IV, LLC
	 
	161.	 	Triad Holdings V, LLC
	 
	162.	 	Triad Nevada Holdings, LLC
	 
	163.	 	Triad of Alabama, LLC
	 
	164.	 	Triad of Oregon, LLC
	 
	165.	 	Triad-ARMC, LLC
	 
	166.	 	Triad-Denton Hospital GP, LLC
	 
	167.	 	Triad-Denton Hospital, L.P.
	 
	168.	 	Triad-El Dorado, Inc.
	 
	169.	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 
	170.	 	Triad-South Tulsa Hospital Company, Inc.
	 
	171.	 	VHC Medical, LLC
	 
	172.	 	Vicksburg Healthcare, LLC
	 
	173.	 	Victoria Hospital, LLC
	 
	174.	 	Victoria of Texas, L.P.
	 
	175.	 	Virginia Hospital Company, LLC
	 
	176.	 	Warren Ohio Hospital Company, LLC
	 
	177.	 	Warren Ohio Rehab Hospital Company, LLC
	 
	178.	 	Watsonville Hospital Corporation
	 
	179.	 	Waukegan Hospital Corporation
	 
	180.	 	Waukegan Illinois Hospital Company, LLC
	 
	181.	 	Weatherford Hospital Corporation
	 
	182.	 	Weatherford Texas Hospital Company, LLC
	 
	183.	 	Webb Hospital Corporation




 









 






	184.	 	Webb Hospital Holdings, LLC
	 
	185.	 	Wesley Health System, LLC
	 
	186.	 	West Grove Hospital Company, LLC
	 
	187.	 	WHMC, LLC
	 
	188.	 	Wilkes-Barre Behavioral Hospital Company, LLC
	 
	189.	 	Wilkes-Barre Holdings, LLC
	 
	190.	 	Wilkes-Barre Hospital Company, LLC
	 
	191.	 	Williamston Hospital Corporation
	 
	192.	 	Women & Children’s Hospital, LLC
	 
	193.	 	Woodland Heights Medical Center, LLC
	 
	194.	 	Woodward Health System, LLC
	 
	195.	 	Youngstown Ohio Hospital Company, LLC





 









 





Schedule III to the Guarantee and

Collateral Agreement




EQUITY INTERESTS




PLEDGED EQUITY SECURITIES



GUARANTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	1.

	 	Centre Hospital Corporation
	 	AL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	2.

	 	Foley Hospital Corporation
	 	AL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	3.

	 	Fort Payne Hospital Corporation
	 	AL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	4.

	 	Greenville Hospital Corporation
	 	AL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	5.

	 	QHG of Enterprise, Inc.
	 	AL
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	6.

	 	Forrest City Arkansas Hospital Company, LLC
	 	AR
	 	Forrest City Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	7.

	 	Forrest City Clinic Company, LLC
	 	AR
	 	Forrest City Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	8.

	 	Forrest City Hospital Corporation
	 	AR
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	9.

	 	MCSA, L.L.C.
	 	AR
	 	Triad — El Dorado, Inc.
	 	100 Units
	 	 	1	 	 	 	100	%
	10.

	 	Phillips Hospital Corporation
	 	AR
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	11.

	 	QHG of Springdale, Inc.
	 	AR
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	12.

	 	Triad-El Dorado, Inc.
	 	AR
	 	Triad Holdings III, LLC
	 	1,000 Common
	 	 	4	 	 	 	100	%
	13.

	 	Payson Hospital Corporation
	 	AZ
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	14.

	 	Abilene Hospital, LLC
	 	DE
	 	Abilene Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	 	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	15.

	 	Abilene Merger, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	 	 	 	 	100	%
	16.

	 	Arizona DH, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100% Limited Liability Company Interest
	 	 	 	 	 	 	100	%
	17.

	 	Berwick Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	18.

	 	BH Trans Company, LLC
	 	DE
	 	Coatesville Hospital Corporation
	 	100 Units
	 	 	1	 	 	 	100	%
	19.

	 	Birmingham Holdings II, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	20.

	 	Birmingham Holdings, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	21.

	 	Bluefield Holdings, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	22.

	 	Bluefield Hospital Company, LLC
	 	DE
	 	Bluefield Holdings, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	23.

	 	Bluffton Health System, LLC
	 	DE
	 	Frankfort Health Partner, Inc.
	 	1% Limited Liability Company Interest
	 	 	 	 	 	 	1	%
	 

	 	 	 	 	 	QHG of Bluffton Company, LLC
	 	99% Limited Liability Company Interest
	 	 	 	 	 	 	99	%
	24.

	 	Brownwood Hospital, L.P.
	 	DE
	 	Brownwood Medical Center, LLC
	 	1% General Partner Interest
	 	 	 	 	 	 	1	%
	 

	 	 	 	 	 	Medical Center of Brownwood, LLC
	 	99% Limited Partner Interest
	 	 	 	 	 	 	99	%
	25.

	 	Brownwood Medical Center, LLC
	 	DE
	 	Southern Texas Medical Center, LLC
	 	100% Limited Liability Company Interest
	 	 	 	 	 	 	100	%
	26.

	 	Carlsbad Medical Center, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	27.

	 	CHHS Holdings, LLC
	 	DE
	 	CHS Pennsylvania Holdings, LLC
	 	1% Limited Liability Company Interest
	 	 	4	 	 	 	1	%
	 

	 	 	 	 	 	Hallmark Healthcare Company, LLC (successor to Hallmark Healthcare Corporation)
	 	1% Limited Liability Company Interest
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	Pennsylvania Hospital Company, LLC
	 	98% Limited Liability Company Interest
	 	 	3	 	 	 	98	%
	28.

	 	CHS Kentucky Holdings, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	29.

	 	CHS Pennsylvania Holdings, LLC
	 	DE
	 	Pennsylvania Company, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	30.

	 	CHS Virginia Holdings, LLC
	 	DE
	 	Virginia Hospital Company, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	31.

	 	CHS Washington Holdings, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Common
	 	 	1	 	 	 	100	%
	32.

	 	CHS/Community Health Systems, Inc.
	 	DE
	 	Community Health Systems, Inc.
	 	1,000 Common
	 	 	2	 	 	 	100	%
	33.

	 	Claremore Regional Hospital, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	34.

	 	Clarksville Holdings, LLC
	 	DE
	 	River Region Medical Corporation
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	35.

	 	Cleveland Regional Medical Center, L.P.
	 	DE
	 	Community GP Corp.
	 	0.5% General Partner Interest
	 	 	N/A	 	 	 	0.5	%
	 

	 	 	 	 	 	Community LP Corp.
	 	99.5% Limited Partner Interest
	 	 	N/A	 	 	 	99.5	%
	36.

	 	Cleveland Tennessee Hospital Company, LLC
	 	DE
	 	Cleveland Hospital Corporation
	 	100 Common
	 	 	1	 	 	 	100	%
	37.

	 	College Station Hospital, L.P.
	 	DE
	 	College Station Medical Center, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	CSMC, LLC
	 	99% Limited Partner Interest
	 	 	N/A	 	 	 	99	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	38.

	 	College Station Medical Center, LLC
	 	DE
	 	College Station Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	39.

	 	College Station Merger, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	40.

	 	Community GP Corp.
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	41.

	 	Community Health Investment Company, LLC
	 	DE
	 	CHS/Community Health Systems, Inc.
	 	100 Units
	 	 	1	 	 	 	100	%
	42.

	 	Community LP Corp.
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	43.

	 	CP Hospital GP, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	44.

	 	CPLP, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	45.

	 	Crestwood Hospital LP, LLC
	 	DE
	 	Crestwood Hospital, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	46.

	 	Crestwood Hospital, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	47.

	 	CSMC, LLC
	 	DE
	 	College Station Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	48.

	 	CSRA Holdings, LLC
	 	DE
	 	QHG Georgia Holdings, Inc.
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	49.

	 	Deaconess Holdings, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	50.

	 	Deaconess Hospital Holdings, LLC
	 	DE
	 	Deaconess Holdings, LLC
	 	80% Limited Liability Company Interest
	 	 	N/A	 	 	 	80	%
	51.

	 	Desert Hospital Holdings, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	52.

	 	Detar Hospital, LLC
	 	DE
	 	VHC Medical, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	53.

	 	DHFW Holdings, LLC
	 	DE
	 	Frankfort Health Partner, Inc.
	 	1 Common
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	QHG of Fort Wayne Company, LLC
	 	99 Common
	 	 	1	 	 	 	99	%
	54.

	 	DHSC, LLC
	 	DE
	 	Massillon Community Health System LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	55.

	 	Dukes Health System, LLC
	 	DE
	 	QHG of Clinton County, Inc.
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	56.

	 	Fallbrook Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	57.

	 	Gadsden Regional Medical Center, LLC
	 	DE
	 	GRMC Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	58.

	 	GRMC Holdings, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	59.

	 	Hallmark Healthcare Company, LLC
	 	DE
	 	CHS/Community Health Systems, Inc.
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	60.

	 	Hobbs Medco, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	61.

	 	Hospital of Barstow, Inc.
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	62.

	 	Kirksville Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	63.

	 	Lancaster Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	4	 	 	 	100	%
	64.

	 	Las Cruces Medical Center, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	65.

	 	Lea Regional Hospital, LLC
	 	DE
	 	Hobbs Medco, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	66.

	 	Longview Merger, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	67.

	 	LRH, LLC
	 	DE
	 	Longview Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	68.

	 	Lutheran Health Network of Indiana, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	69.

	 	Massillon Community Health System LLC
	 	DE
	 	Massillon Holdings, LLC
	 	1 Units
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	Massillon Health System LLC
	 	99 Units
	 	 	1	 	 	 	99	%
	70.

	 	Massillon Health System LLC
	 	DE
	 	QHG of Massillon, Inc.
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	71.

	 	Massillon Holdings, LLC
	 	DE
	 	QHG of Massillon, Inc.
	 	100 Units
	 	 	1	 	 	 	100	%
	72.

	 	McKenzie Tennessee Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	73.

	 	Medical Center of Brownwood, LLC
	 	DE
	 	Southern Texas Medical Center, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	74.

	 	Merger Legacy Holdings, LLC
	 	DE
	 	Triad Healthcare Corporation
	 	100 Units
	 	 	2	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	75.

	 	MMC of Nevada, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	76.

	 	Moberly Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	77.

	 	MWMC Holdings, LLC
	 	DE
	 	Triad of Oregon, LLC
	 	990 Units
	 	 	1	 	 	 	99	%
	 

	 	 	 	 	 	Triad Holdings V, LLC
	 	10 Units
	 	 	2	 	 	 	1	%
	78.

	 	National Healthcare of Leesville, Inc.
	 	DE
	 	Hallmark Healthcare Company, LLC
	 	1,000 Common
	 	 	5	 	 	 	100	%
	79.

	 	National Healthcare of Mt. Vernon, Inc.
	 	DE
	 	Hallmark Healthcare Company, LLC (successor to Hallmark Holdings Corp.)
	 	1,000 Common
	 	 	3	 	 	 	100	%
	80.

	 	National Healthcare of Newport, Inc.
	 	DE
	 	Hallmark Healthcare Company, LLC
	 	1,000 Common
	 	 	4	 	 	 	100	%
	81.

	 	Navarro Hospital, L.P.
	 	DE
	 	Navarro Regional, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	NRH, LLC
	 	99% Limited Partner Interest
	 	 	N/A	 	 	 	99	%
	82.

	 	Navarro Regional, LLC
	 	DE
	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	83.

	 	Northampton Hospital Company, LLC
	 	DE
	 	Merger Legacy Holdings, LLC
	 	100 Units
	 	 	2	 	 	 	100	%
	84.

	 	Northwest Hospital, LLC
	 	DE
	 	NOV Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	85.

	 	NOV Holdings, LLC
	 	DE
	 	Desert Hospital Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	86.

	 	NRH, LLC
	 	DE
	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	87.

	 	Oro Valley Hospital, LLC
	 	DE
	 	NOV Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	88.

	 	Palmer-Wasilla Health System, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	89.

	 	Pennsylvania Hospital Company, LLC
	 	DE
	 	CHS/Community Health Systems, Inc.
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	90.

	 	Phoenixville Hospital Company, LLC
	 	DE
	 	CHS Pennsylvania Holdings, LLC
	 	1% Limited Liability Company Interest
	 	 	4	 	 	 	1	%
	 

	 	 	 	 	 	Hallmark Healthcare Company, LLC (successor to Hallmark Healthcare Corp.)
	 	1% Limited Liability Company Interest
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	Pennsylvania Hospital Company, LLC
	 	98% Limited Liability Company Interest
	 	 	3	 	 	 	98	%
	91.

	 	Pottstown Hospital Company, LLC
	 	DE
	 	CHS Pennsylvania Holdings, LLC
	 	1% Limited Liability Company Interest
	 	 	4	 	 	 	1	%
	 

	 	 	 	 	 	Hallmark Healthcare Company, LLC (successor to Hallmark Healthcare Corp.)
	 	1% Limited Liability Company Interest
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	Pennsylvania Hospital Company, LLC
	 	98% Limited Liability Company Interest
	 	 	3	 	 	 	98	%
	92.

	 	QHG Georgia Holdings II, LLC
	 	DE
	 	QHG Georgia Holdings, Inc.
	 	100 Units
	 	 	1	 	 	 	100	%
	93.

	 	QHG of Bluffton Company, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	94.

	 	QHG of Fort Wayne Company, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	95.

	 	QHG of Warsaw Company, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	96.

	 	Quorum Health Resources, LLC
	 	DE
	 	Triad Healthcare Corporation
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	97.

	 	Regional Hospital of Longview, LLC
	 	DE
	 	Longview Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	98.

	 	Ruston Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	1	 	 	 	100	%
	99.

	 	Ruston Louisiana Hospital Company, LLC
	 	DE
	 	Ruston Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	100.

	 	SACMC, LLC
	 	DE
	 	San Angelo Medical, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	101.

	 	San Angelo Community Medical Center, LLC
	 	DE
	 	San Angelo Medical, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	102.

	 	San Angelo Medical, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	103.

	 	Siloam Springs Arkansas Hospital Company, LLC
	 	DE
	 	Siloam Springs Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	104.

	 	Siloam Springs Holdings, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	105.

	 	Southern Texas Medical Center, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	106.

	 	Spokane Valley Washington Hospital Company, LLC
	 	DE
	 	CHS Washington Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	107.

	 	Spokane Washington Hospital Company, LLC
	 	DE
	 	CHS Washington Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	108.

	 	Tennyson Holdings, LLC
	 	DE
	 	Triad Healthcare Corporation
	 	100 Units
	 	 	1	 	 	 	100	%
	109.

	 	Triad Healthcare Corporation
	 	DE
	 	CHS/Community Health Systems, Inc.
	 	1,000 Common
	 	 	4	 	 	 	100	%
	110.

	 	Triad Holdings III, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	111.

	 	Triad Holdings IV, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	112.

	 	Triad Holdings V, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	113.

	 	Triad Nevada Holdings, LLC
	 	DE
	 	NC-DSH, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	114.

	 	Triad of Alabama, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	115.

	 	Triad of Oregon, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	116.

	 	Triad-ARMC, LLC
	 	DE
	 	Abilene Merger, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	117.

	 	Triad-Denton Hospital GP, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	118.

	 	Triad-Denton Hospital, L.P.
	 	DE
	 	Triad-Denton Hospital GP, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	Arizona DH, LLC
	 	99% Limited Partner Interest
	 	 	N/A	 	 	 	99	%
	119.

	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	DE
	 	Tennyson Holdings, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	120.

	 	VHC Medical, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	121.

	 	Vicksburg Healthcare, LLC
	 	DE
	 	River Regional Medical Corporation
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	122.

	 	Victoria Hospital, LLC
	 	DE
	 	VHC Medical, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	123.

	 	Victoria of Texas, L.P.
	 	DE
	 	Detar Hospital, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	Victoria Hospital, LLC
	 	99% Limited Partner Interest
	 	 	N/A	 	 	 	1	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	124.

	 	Warren Ohio Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	125.

	 	Warren Ohio Rehab Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	126.

	 	Watsonville Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	127.

	 	Webb Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC (successor to CHS Holdings Corp.)
	 	1,000 Common
	 	 	1	 	 	 	100	%
	128.

	 	Webb Hospital Holdings, LLC
	 	DE
	 	Webb Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	129.

	 	Wesley Health System, LLC
	 	DE
	 	QHG of Forrest County, Inc.
	 	5% Limited Liability Company Interest
	 	 	N/A	 	 	 	5	%
	 

	 	 	 	 	 	QHG of Hattiesburg, Inc.
	 	95% Limited Liability Company Interest
	 	 	N/A	 	 	 	95	%
	130.

	 	West Grove Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	131.

	 	WHMC, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	132.

	 	Wilkes-Barre Behavioral Hospital Company, LLC
	 	DE
	 	Wilkes-Barre Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	133.

	 	Wilkes-Barre Holdings, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	10	%
	134.

	 	Wilkes-Barre Hospital Company, LLC
	 	DE
	 	Wilkes-Barre Holdings, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	135.

	 	Women & Children’s Hospital, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	136.

	 	Woodland Heights Medical Center, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	137.

	 	Woodward Health System, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	138.

	 	Youngstown Ohio Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	100 Units
	 	 	1	 	 	 	100	%
	139.

	 	QHG Georgia Holdings, Inc.
	 	GA
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	140.

	 	QHG Georgia, LP
	 	GA
	 	QHG Georgia Holdings II, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	NC-DSH, LLC
	 	99% Limited Partner Interest
	 	 	N/A	 	 	 	99	%
	141.

	 	Anna Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	142.

	 	Galesburg Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	143.

	 	Granite City Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	144.

	 	Granite City Illinois Hospital Company, LLC
	 	IL
	 	Granite City Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	145.

	 	Marion Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC (successor to CHS Holdings Corp.)
	 	1,000 Common
	 	 	1	 	 	 	100	%
	146.

	 	Red Bud Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	147.

	 	Red Bud Illinois Hospital Company, LLC
	 	IL
	 	Red Bud Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	148.

	 	Waukegan Hospital Corporation
	 	IL
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	149.

	 	Waukegan Illinois Hospital Company, LLC
	 	IL
	 	Waukegan Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	150.

	 	Frankfort Health Partner, Inc.
	 	IN
	 	Tennyson Holdings, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	151.

	 	QHG of Clinton County, Inc.
	 	IN
	 	Tennyson Holdings, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	152.

	 	Hospital of Fulton, Inc.
	 	KY
	 	CHS Kentucky Holdings, LLC
	 	1,000 Common
	 	 	5	 	 	 	100	%
	153.

	 	Hospital of Louisa, Inc.
	 	KY
	 	CHS Kentucky Holdings, LLC
	 	1,000 Common
	 	 	5	 	 	 	100	%
	154.

	 	Jackson Hospital Corporation
	 	KY
	 	CHS Kentucky Holdings, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	155.

	 	QHG of Forrest County, Inc.
	 	MS
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	156.

	 	QHG of Hattiesburg, Inc.
	 	MS
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	157.

	 	River Region Medical Corporation
	 	MS
	 	Triad Holdings V, LLC
	 	5,949,472 Common
	 	 	2	 	 	 	100	%
	158.

	 	Williamston Hospital Corporation
	 	NC
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	159.

	 	Salem Hospital Corporation
	 	NJ
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	160.

	 	Deming Hospital Corporation
	 	NM
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	161.

	 	Roswell Hospital Corporation
	 	NM
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	162.

	 	San Miguel Hospital Corporation
	 	NM
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	163.

	 	NC-DSH, LLC
	 	NV
	 	QHG Georgia Holdings, Inc.
	 	100 Units
	 	 	3	 	 	 	100	%
	164.

	 	QHG of Barberton, Inc.
	 	OH
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	165.

	 	QHG of Massillon, Inc.
	 	OH
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	166.

	 	Kay County Hospital Corporation
	 	OK
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	167.

	 	Kay County Oklahoma Hospital Company, LLC
	 	OK
	 	Kay County Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	168.

	 	SouthCrest, L.L.C.
	 	OK
	 	Triad-South Tulsa Hospital Company, Inc.
	 	100% Limited Liability Company Interest
	 	 	N/A	 	 	 	100	%
	169.

	 	Triad-South Tulsa Hospital Company, Inc.
	 	OK
	 	Triad Holdings III, LLC
	 	1,000 Common
	 	 	5	 	 	 	100	%
	170.

	 	Clinton Hospital Corporation
	 	PA
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	171.

	 	Coatesville Hospital Corporation
	 	PA
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	172.

	 	QHG of South Carolina, Inc.
	 	SC
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	173.

	 	QHG of Spartanburg, Inc.
	 	SC
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	174.

	 	Brownsville Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	175.

	 	Cleveland Hospital Corporation
	 	TN
	 	Hallmark Healthcare Company, LLC
	 	1,981,000 Common
	 	 	48	 	 	 	100	%
	176.

	 	Dyersburg Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	177.

	 	Hospital of Morristown, Inc.
	 	TN
	 	Lakeway Hospital Corporation
	 	1,000 Common
	 	 	5	 	 	 	100	%
	178.

	 	Jackson Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	179.

	 	Lakeway Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1 Share
	 	 	52	 	 	 	100	%
	180.

	 	Lexington Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	181.

	 	Martin Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	182.

	 	McNairy Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	183.

	 	Shelbyville Hospital Corporation
	 	TN
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	184.

	 	Big Bend Hospital Corporation
	 	TX
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	185.

	 	Big Spring Hospital Corporation
	 	TX
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	186.

	 	Granbury Hospital Corporation
	 	TX
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	187.

	 	Jourdanton Hospital Corporation
	 	TX
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	188.

	 	Weatherford Hospital Corporation
	 	TX
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	3	 	 	 	100	%
	189.

	 	Weatherford Texas Hospital Company, LLC
	 	TX
	 	Weatherford Hospital Corporation
	 	100% Limited Liability Company Interest
	 	 	2	 	 	 	100	%
	190.

	 	Tooele Hospital Corporation
	 	UT
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	191.

	 	Emporia Hospital Corporation
	 	VA
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	192.

	 	Franklin Hospital Corporation
	 	VA
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	193.

	 	Russell County Medical Center, Inc.
	 	VA
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	4	 	 	 	100	%
	194.

	 	Virginia Hospital Company, LLC
	 	VA
	 	CHS/Community Health Systems, Inc.
	 	100% Limited Liability Company Interest
	 	 	1	 	 	 	100	%
	195.

	 	Oak Hill Hospital Corporation
	 	WV
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	2	 	 	 	100	%
	196.

	 	Evanston Hospital Corporation
	 	WY
	 	Community Health Investment Company, LLC
	 	1,000 Common
	 	 	1	 	 	 	100	%






 









 





PLEDGED PERMITTED SYNDICATION SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	1.

	 	Mat-Su Valley Medical Center, LLC
	 	AK
	 	Palmer-Wasilla Health System, LLC
	 	19340.25 Units
	 	 	2	 	 	 	74.386	%
	2.

	 	Affinity Health System, LLC
	 	DE
	 	Birmingham Holdings II, LLC
	 	78 Units
	 	 	2	 	 	 	1	%
	 

	 	 	 	 	 	Birmingham Holdings , LLC
	 	7,683 Units
	 	 	1	 	 	 	98.5	%
	3.

	 	ARMC, L.P.
	 	DE
	 	Triad-ARMC, LLC
	 	41 General Partner Units
	 	 	1	 	 	 	1.02	%
	 

	 	 	 	 	 	Abilene Hospital, LLC
	 	3,497.8 Limited Partner Units
	 	 	2	 	 	 	86.56	%
	4.

	 	Augusta Health System, LLC
	 	DE
	 	CSRA Holdings, LLC
	 	1,638 Units
	 	 	147	 	 	 	65.52	%
	5.

	 	Bullhead City Hospital Investment Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	5,000 Common
	 	 	16	 	 	 	98.89	%
	6.

	 	Blue Ridge Georgia Hospital Company, LLC
	 	DE
	 	Community Health Investment Company, LLC
	 	1,152 Units
	 	 	1	 	 	 	98.21	%
	7.

	 	Cedar Park Health System, L.P.
	 	DE
	 	CP Hospital GP, LLC
	 	1% General Partner Interest
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	CPLP, LLC
	 	79% Limited Partner Interest
	 	 	N/A	 	 	 	79	%
	8.

	 	Clarksville Health System, G.P.
	 	DE
	 	Clarksville Holdings, LLC
	 	80% General Partner Interest
	 	 	N/A	 	 	 	80	%
	9.

	 	Chestnut Hill Health System, LLC
	 	DE
	 	CHHS Holdings, LLC
	 	85% Limited Liability Company Interest
	 	 	N/A	 	 	 	85	%
	10.

	 	Crestwood Healthcare, L.P.
	 	DE
	 	Crestwood Hospital, LLC
	 	1,544 General Partner Units
	 	 	N/A	 	 	 	25.66	%
	 

	 	 	 	 	 	Crestwood Hospital LP, LLC
	 	3,638 Limited Partner Units
	 	 	N/A	 	 	 	60.45	%
	11.

	 	Deaconess Health System, LLC
	 	DE
	 	Oklahoma City ASC-GP, LLC
	 	1,282 Units
	 	 	53	 	 	 	7.63	%
	 

	 	 	 	 	 	Deaconess Hospital Holdings, LLC
	 	14,943 Units
	 	 	1	 	 	 	88.92	%
	12.

	 	DuPont Hospital, LLC
	 	DE
	 	DHFW Holdings, LLC
	 	72.03% Limited Liability Company Interest
	 	 	N/A	 	 	 	72.03	%
	13.

	 	Greenbrier VMC, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	5,024 Units
	 	 	1	 	 	 	96.01	%
	14.

	 	Longview Medical Center, L.P.
	 	DE
	 	Regional Hospital of Longview, LLC
	 	26 General Partner Units
	 	 	N/A	 	 	 	1.00	%
	 

	 	 	 	 	 	LRH, LLC
	 	1,893 Limited Partner Units
	 	 	N/A	 	 	 	72.98	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	15.

	 	Lutheran Health Network Investors, LLC
	 	DE
	 	QHG of Fort Wayne Company, LLC
	 	969 Units
	 	3 and 147
	 	 	2.44	%
	 

	 	 	 	 	 	DHFW Holdings, LLC
	 	2,299 Units
	 	2 and 148
	 	 	5.80	%
	 

	 	 	 	 	 	Lutheran Health Network of Indiana, LLC
	 	30,918 Units
	 	1 and 195
	 	 	77.98	%
	16.

	 	Lutheran Musculoskeletal Center, LLC
	 	DE
	 	Lutheran Health Network of Indiana, LLC
	 	3,345 Units
	 	 	18	 	 	 	60	%
	17.

	 	Mary Black Health System, LLC
	 	DE
	 	QHG of Spartanburg, Inc.
	 	 	24,796.36	 	 	 	N/A	 	 	 	97.53	%
	18.

	 	McKenzie-Willamette Regional Medical Center Associates, LLC
	 	DE
	 	MWMC Holdings, LLC
	 	90.51% Limited Liability Company Interest
	 	 	N/A	 	 	 	90.51	%
	19.

	 	Northwest Arkansas Hospitals, LLC
	 	DE
	 	QHG of Springdale, Inc.
	 	11,196.3 Units
	 	1,4 and 5
	 	 	99.32	%
	20.

	 	Northwest Indiana Health Systems, LLC
	 	DE
	 	Lutheran Health Network of Indiana, LLC
	 	8,335.9 Units
	 	 	1	 	 	 	90.86	%
	21.

	 	Piney Woods Healthcare System, L.P.
	 	DE
	 	Woodland Heights Medical Center, LLC
	 	56.47 General Partner Units
	 	 	N/A	 	 	 	1	%
	 

	 	 	 	 	 	WHMC, LLC
	 	5,086.13 Limited Partner Units
	 	 	N/A	 	 	 	90.36	%
	22.

	 	San Angelo Hospital, L.P.
	 	DE
	 	San Angelo Community Medical Center, LLC
	 	42 General Partner Units
	 	 	1	 	 	 	0.94	%
	 

	 	 	 	 	 	SACMC, LLC
	 	4,158 Limited Partner Units
	 	 	2	 	 	 	95.65	%
	23.

	 	Sunbury Hospital Corporation
	 	DE
	 	Community Health Investment Company, LLC
	 	600 Common
	 	 	28	 	 	 	73.26	%
	24.

	 	Warsaw Health System, LLC, LLC
	 	DE
	 	Frankfort Health Partner, Inc.
	 	105 Units
	 	 	2	 	 	 	0.99	%
	 

	 	 	 	 	 	QHG of Warsaw Company, LLC
	 	10,383 Units
	 	 	1	 	 	 	98.05	%
	25.

	 	Lake Wales Hospital Investment Corporation
	 	FL
	 	Community Health Investment Company, LLC
	 	1,932 Common
	 	 	28	 	 	 	93.15	%
	26.

	 	North Okaloosa Medical Corp.
	 	FL
	 	Community Health Investment Company, LLC
	 	3,421,000 Common
	 	 	72	 	 	 	95.27	%
	27.

	 	Kirksville Missouri Hospital Company, LLC
	 	MO
	 	Kirksvillle Hospital Company, LLC
	 	5,400 Units
	 	 	33	 	 	 	82.49	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	28.

	 	Jackson, Tennessee Hospital Company, LLC
	 	TN
	 	Jackson Hospital Corporation
	 	2,542 Units
	 	 	1	 	 	 	97.1	%
	29.

	 	Laredo Texas Hospital Company, L.P.
	 	TX
	 	Webb Hospital Corporation
	 	4 General Partner Units
	 	 	1	 	 	 	0.16	%
	 

	 	 	 	 	 	Webb Hospital Holdings, LLC
	 	23,768 Limited Partner Units
	 	 	48	 	 	 	94.659	%
	30.

	 	Petersburg Hospital Company, LLC
	 	VA
	 	CHS Virginia Holdings, LLC
	 	78 Units
	 	 	6	 	 	 	0.99	%
	 

	 	 	 	 	 	Community Health Investment Company, LLC
	 	78 Units
	 	 	7	 	 	 	0.99	%
	 

	 	 	 	 	 	Virginia Hospital Company, LLC
	 	7,644 Units
	 	 	5	 	 	 	97.31	%







 











 





PLEDGED DEBT SECURITIES




	 	 	 	 	 	 	 
	Term Note
	 	 	 	 	 	 
	Jackson, Tennessee Hospital company, LLC
	 	March 1, 2010	 	$	38,130,000	 
	 
	 	 	 	$	15,000,000	 
	Northwest Arkansas Hospitals, LLC
	 	June 1, 2009	 	$	24,510,014	 
	Lutheran Health Network Investors, LLC
	 	October 1, 2008	 	$	499,200,000	 
	Crestwood healthcare, LP
	 	May 1, 2008	 	$	40,000,000	 
	Petersburg Hospital Company, LLC
	 	November 1, 2009	 	$	110,309,370	 
	Blue Ridge Georgia Hospital Company, LLC
	 	February 1, 2010	 	$	17,049,174	 
	Greenbrier VMC, LLC
	 	December 2009	 	$	75,014,936	 
	Cedar Park Health System, LP
	 	March 1, 2010	 	$	22,500,000	 
	 
	 	 	 	 	 	 
	Revolving Line of Credit
	 	 	 	 	 	 
	Northwest Arkansas Hospitals, LLC
	 	June 1, 2009	 	$	10,000,000	 
	Petersburg Hospital Company, LLC
	 	November 1, 2009	 	$	10,000,000	 
	San Angelo Hospital, LP
	 	April 1, 2009	 	$	10,000,000	 
	Crestwood Healthcare, LP
	 	October 1, 2007	 	$	38,000,000	 
	Crestwood Healthcare, LP
	 	October 1, 2007	 	$	38,000,000	 
	Blue Ridge Georgia Hospital Company, LLC
	 	February 1, 2010	 	$	10,000,000	 
	Greenbrier VMC, LLC
	 	December 1, 2009	 	$	10,000,000	 
	 
	 	 	 	 	 	 
	Capital Contribution Promissory Note
	 	 	 	 	 	 
	Clarksville Holdings, LLC
	 	February 1, 2006	 	$	125,000,000	 
	 
	 	 	 	 	 	 
	Loan Agreement
	 	 	 	 	 	 
	Crestwood Healthcare, LP
	 	May 1, 2008	 	$	40,000,000	 
	Cedar Park Health System, LP
	 	March 1, 2010	 	$	22,500,000	 
	 
	 	 	 	 	 	 
	Security Agreement
	 	 	 	 	 	 
	Crestwood Healthcare, LP
	 	May 1, 2008	 	$	40,000,000	 
	Cedar Park Health System, LP
	 	March 1, 2010	 	$	22,500,000	 
	 
	 	 	 	 	 	 
	Revolving Credit and Cash
Management Agreement
	 	 	 	 	 	 
	Crestwood Healthcare, LP
	 	October 1, 2007	 	$	38,000,000	 
	 
	Assignment and Assumption
of Loan Agreement
	 	 	 	 	 	 
	Triad Corporate Services, LP
	 	February 1, 2006	 	$	25,000,000	 
	 
	 	 	 	 	 	 
	Amended and Restated Loan Agreement
	 	 	 	 	 	 
	Clarksville Health System, GP
	 	February 1, 2006	 	$	25,000,000	 
	 
	 	 	 	 	 	 
	Amended and Restated Security Agreement
	 	 	 	 	 	 
	Clarksville Health System, GP
	 	September 30, 2009	 	$	27,200,000	 






 









 






	 	 	 	 	 	 	 
	Amended and Restated Promissory Note
	 	 	 	 	 	 
	Clarksville Health System, GP
	 	September 30, 2009	 	$	27,200,000	 
	 
	 	 	 	 	 	 
	Promissory Note
	 	 	 	 	 	 
	Fannin Regional Hospital, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Weatherford Texas Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Hospital of Fulton, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Hospital of Barstow, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Hospital of Morristown, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Hospital of Louisa, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Moberly Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Greenville Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	National Healthcare of Leesville, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Anna Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Ruston Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	National Healthcare of Cleveland, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	National Healthcare of Newport, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	National Healthcare of Mt. Vernon, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	NHCI of Hillsboro, Inc.
	 	July 25, 2007	 	$	200,000,000	 
	Big Spring Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Porter Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Lancaster Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Jackson Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Crestview Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Deming Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Marion Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Chesterfield/Marlboro, LP (Chesterfield)
	 	July 25, 2007	 	$	200,000,000	 
	Chesterfield/Marlboro, LP (Marlboro)
	 	July 25, 2007	 	$	200,000,000	 
	Cleveland Regional Medical Center
	 	July 25, 2007	 	$	200,000,000	 
	Granbury Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Payson Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Roswell Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Watsonville Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Fallbrook Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Williamson Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Berwick Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Emporia Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Big Bend Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Evanston Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	San Miguel Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Franklin Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Bullhead City Hospital
	 	July 25, 2007	 	$	200,000,000	 
	Foley Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Tooele Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Kirksville Missouri Hospital Company
	 	July 25, 2007	 	$	200,000,000	 
	Coatesville Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 






 









 






	 	 	 	 	 	 	 
	Red Bud Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Northampton Hospital Company
	 	July 25, 2007	 	$	200,000,000	 
	West Grove Hospital Company
	 	July 25, 2007	 	$	200,000,000	 
	Jourdanton Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Granite City Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Salem Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Clinton Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Oak Hill Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Phillips Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Lake Wales Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Jackson Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Dyersburg Hospital corporation
	 	July 25, 2007	 	$	200,000,000	 
	Lexington Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	McKenzie Tennessee Hospital company
	 	July 25, 2007	 	$	200,000,000	 
	McNairy Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Martin Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Brownsville Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Waukegan Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Pottstown Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Petersburg Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Webb Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Galesburg Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Phoenixville Hospital Company
	 	July 25, 2007	 	$	200,000,000	 
	Chestnut Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Shelbyville Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Sunbury Hospital Company, LLC
	 	July 25, 2007	 	$	200,000,000	 
	Kay County Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Forrest City Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Centre Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	Fort Payne Hospital Corporation
	 	July 25, 2007	 	$	200,000,000	 
	 
	 	 	 	 	 	 
	Triad Healthcare Corporation (Note B)
	 	July 25, 2007	 	$	1,500,000,000	 
	Triad Healthcare Corporation (Note B)
	 	July 25, 2007	 	$	3,000	 






 









 





Schedule IV to the Guarantee and

Collateral Agreement




DEBT INSTRUMENTS; ADVANCES




See Schedule III Pledged Debt Securities.




 









 





Schedule V to the Guarantee and

Collateral Agreement




MORTGAGE FILINGS




	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	DeKalb Regional Medical Center

200 Medical Center Drive

P.O. Box 680778

Fort Payne, AL 35968 (Dekalb)

	 	Fort Payne Hospital Corporation (AL)
	Flowers Hospital 

4370 West Main Street

Dothan, AL 36305 (Houston)

	 	Triad of Alabama, LLC (DE)
	Gadsden Regional Medical Center 

1007 Goodyear Avenue

Gadsden, AL 35903 (Etowah)

	 	Gadsden Regional Medical Center, LLC (DE)
	Medical Center Enterprise 

400 North Edwards St.

Enterprise, AL 36330 (Coffee)

	 	QHG of Enterprise, Inc. (AL)
	Northwest Hospital

6200 N. LaCholla Blvd.

Tucson, AZ 85755 (Pima)

	 	Northwest Hospital, LLC (DE)
	Northwest Hospital Oro Valley

1551 E. Tangerine Rd.

Oro Valley, AZ 85755 (Pima)

	 	Oro Valley Hospital, LLC (DE)
	Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076 (Santa Cruz)

	 	Watsonville Hospital Corporation (DE)
	Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401 (Knox)

	 	Galesburg Hospital Corporation (IL)
	Gateway Regional Medical Center 

2100 Madison Avenue

Granite City, IL 62040 (Madison)

	 	Granite City Illinois Hospital Company, LLC (IL)
	Heartland Regional Medical Center 

3333 West DeYoung

Marion, IL 62959 (Williamson)

	 	Marion Hospital Corporation (IL)
	Vista Medical Center (includes East and West)

1324 N. Sheridan Road

Waukegan, IL 60085 (Lake)

	 	Waukegan Illinois Hospital Company, LLC (IL)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714 (Wells)

	 	Bluffton Health System, LLC (DE)
	Dukes Memorial Hospital 

275 W. 12th Street

Peru, IN 46970 (Miami)

	 	Dukes Health System, LLC (DE)
	Women and Children’s Hospital

4200 Nelson Road

Lake Charles, LA 70605 (Calcasieu)

	 	Women and Children’s Hospital, LLC (DE)
	River Region Health System 

2100 Highway 61 North/1111 N.

Frontage Road

Vicksburg, MS 39183 (Warren)

	 	Vicksburg Healthcare, LLC (DE)
	Wesley Medical Center 

5001 Hardy Street

Hattiesburg, MS 39402 (Lamar)

	 	Wesley Health System, Inc. (DE)
	Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270 (Randolph)

	 	Moberly Hospital Company, LLC (DE)
	Mesa View Regional Hospital

1299 Bertha Howe Avenue

Mesquite, NV 89027 (Clark)

	 	MMC of Nevada, LLC (DE)
	The Memorial Hospital of Salem County 

310 Woodstown Road

Salem, NJ 08079 (Salem)

	 	Salem Hospital Corporation (NJ)
	Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701 (San Miguel)

	 	San Miguel Hospital Corporation (NM)
	Carlsbad Medical Center 

2430 West Pierce

Carlsbad, NM 88220 (Eddy)

	 	Carlsbad Medical Center, LLC (DE)
	Eastern New Mexico Medical Center 

405 West Country Club Road

Roswell, NM 88201 (Chaves)

	 	Roswell Hospital Corporation (NM)
	Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240 (Lea)

	 	Lea Regional Hospital, LLC (DE)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011 (Dona Ana)

	 	Las Cruces Medical Center, LLC (DE)
	Affinity Medical Center1

875 Eighth Street NE

Massillon, OH 44646 (Stark)

	 	DHSC, LLC (DE)
	Hillside Rehabilitation Hospital2

8747 Squires Lane NE

Warren, OH 44484 (Trumbull)

	 	Warren Ohio Rehab Hospital Company, LLC (DE)
	Northside Medical Center3 

500 Gypsy Lane

Youngstown, OH 44501 (Trumbull and Mahoning)

	 	Youngstown Ohio Hospital Company, LLC (DE)
	Trumbull Memorial Hospital4 

1350 East Market Street

Warren, OH 44482 (Trumbull)

	 	Warren Ohio Hospital Company, LLC (DE)
	Claremore Regional Hospital 

1202 N. Muskogee Place

Claremore, OK 74017 (Rogers)

	 	Claremore Regional Hospital, LLC (DE)
	Ponca City Medical Center 

1900 North 14th Street

Ponca City, OK 74601 (Kay)

	 	Kay County Oklahoma Hospital Company, LLC (OK)
	SouthCrest Hospital 

8801 South 101st East Ave.

Tulsa, OK 74133 (Tulsa)

	 	SouthCrest, L.L.C. (DE)
	Berwick Hospital Center 

701 East 16th Street

Berwick, PA 18603 (Columbia)

	 	Berwick Hospital Company, LLC (DE)
	Brandywine Hospital 

201 Reeceville Rd.

Coatesville, PA 19320 (Chester)

	 	Coatesville Hospital Corporation (PA)








 




			
	1	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	2	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	3	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.
	 
	4	 	This facility is in the process of being
mortgaged. It should be mortgaged by December 31, 2010.




 









 










	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Easton Hospital

250 South 21st Street

Easton, PA 18042-3892 (Northampton)

	 	Northampton Hospital Company, LLC (DE)
	Jennersville Regional Hospital 

1015 West Baltimore Pike

West Grove, PA 19390 (Chester)

	 	West Grove Hospital Company, LLC (DE)
	Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699 (Washington)

	 	Clinton Hospital Corporation (PA)
	Phoenixville Hospital 

140 Nutt Road

Phoenixville, PA 19460 (Chester)

	 	Phoenixville Hospital Company, LLC (DE)
	Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464 (Montgomery)

	 	Pottstown Hospital Company, LLC (DE)
	Wilkes-Barre General Hospital

575 North River Street

Wilkes-Barre, PA 18764 (Luzerne and Wyoming)

	 	Wilkes-Barre Hospital Company, LLC (DE)

Wilkes-Barre Behavioral Hospital Company, LLC
(DE)
	Carolinas Hospital System 

805 Pamplico Highway

Florence, SC 29505 (Florence)

	 	QHG of South Carolina, Inc. (SC)
	Marion Regional Hospital 

2829 East Highway 76

Mullins, SC 29574 (Marion and Horry)

	 	QHG of South Carolina, Inc. (SC)
	Springs Memorial Hospital 

800 W. Meeting Street

Lancaster, SC 29720 (Lancaster)

	 	Lancaster Hospital Corporation (DE)
	Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024 (Dyer)

	 	Dyersburg Hospital Corporation (TN)
	Lakeway Regional Hospital 

726 McFarland Street

Morristown, TN 37814 (Hamblen)

	 	Hospital of Morristown, Inc. (TN)
	SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320 (Bradley)

	 	National Healthcare of Cleveland, Inc. (TN)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Volunteer Community Hospital 

161 Mt. Pelia Road

Martin, TN 38237 (Weakley)

	 	Martin Hospital Corporation (TN)
	College Station Medical Center 

1604 Rock Prairie

College Station, TX 77845 (Brazos)

	 	College Station Hospital, L.P. (DE)
	DeTar Hospital Navarro 

506 E. San Antonio Street

Victoria, TX 77901 (Victoria)

	 	Victoria of Texas, L.P. (DE)
	DeTar Hospital North 

101 Medical Drive

Victoria, TX 77904 (Victoria)

	 	Victoria of Texas, L.P. (DE)
	Scenic Mountain Medical Center 

1601 West Eleventh Place

Big Spring, TX 79720 (Howard)

	 	Big Spring Hospital Corporation (TX)
	South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026 (Atascosa)

	 	Jourdanton Hospital Corporation (TX)
	Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794 (Tooele)

	 	Tooele Hospital Corporation (UT)
	Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847 (Greensville)

	 	Emporia Hospital Corporation (VA)
	Southampton Memorial Hospital 

100 Fairview Drive

Franklin, VA 23851 (Southampton)

	 	Franklin Hospital Corporation (VA)
	Deaconess Medical Center 

800 West Fifth Avenue

Spokane, WA 99204 (Spokane)

	 	Spokane Washington Hospital Company, LLC (DE)
	Valley Hospital and Medical Center 

12606 East Mission

Spokane Valley, WA 99216 (Spokane)

	 	Spokane Valley Washington Hospital Company (DE)
	Bluefield Regional Medical Center

500 Cherry Street

Bluefield, WV 24701 (Mercer)

	 	Bluefield Hospital Company, LLC (DE)






 









 






	 	 	 
	Hospital Name/Address (County)	 	Corporate Owner
	Northwest Medical Center of Benton County
5 

3000 Medical Center Pkwy.

Bentonville, AR 72712 (Benton)

	 	QHG of Springdale, Inc. (AR)
	Regional Hospital of Jackson6

367 Hospital Blvd.

Jackson, TN 38305 (Madison)

	 	Jackson, Tennessee Hospital Company, LLC (TN)
	Greenbrier Valley Medical Center7

202 Maplewood Avenue

Ronceverte, WV 24970 (Greenbrier)

	 	Greenbrier VMC, LLC (DE)








 




			
	5	 	This mortgage is in the process of being
released. It should be released by December 31, 2010.
	 
	6	 	This mortgage is in the process of being
released. It should be released by December 31, 2010.
	 
	7	 	This mortgage is in the process of being
released. It should be released by December 31, 2010.




 









 










Schedule VI to the Guarantee and

Collateral Agreement




U.S. COPYRIGHTS OWNED BY GRANTORS




U.S. Copyright Registrations



	 	 	 	 	 	 	 
	Title	 	Grantor	 	Reg. No.	 	Author
	Failure Mode
and Effects
Analysis: Neuraxial
Anesthesia and
Anticoagulation

	 	CHS Washington

Holdings, LLC
	 	TXu001152745

12/8/2003
	 	Empire Health

Services
	Quality Profile:
Trended Data from
1992 through
September 1996

	 	CHS Washington

Holdings, LLC
	 	TXu000779488

1/7/1997
	 	Empire Health
Services (author
Norwood, Cynthia
Ellen and Stark,
Sharilyn Su as a
work for hire)
	Arthritis:
Education and
Exercise

	 	Northwest Hospital,

LLC
	 	TX0002267273
	 	Northwest Physical
Therapy and
Occupational
Therapy
	Northwest
Osteoporosis Center
Osteoporosis
Prevention and
Treatment
Guidelines

	 	Northwest Hospital,

LLC
	 	TX0004915182
	 	n/a
	Med-Info Health
Care Protocols and
Manuals

	 	Northwest Hospital,

LLC
	 	TXu000281933
	 	n/a






Pending U.S. Copyright Applications for Registration




	 	 	 	 	 	 	 
	Title	 	Author	 	Class	 	Date Filed
	VANTAGE SCORECARD

(ATIBA)

	 	Atiba Software,
LLC/Community Health
Systems, Inc., 4000
Meridian Blvd.,
Franklin, TN 37067
	 	 	 	Pending on 3/25/09,
applications are
taking upwards of
16 mos. to register
	SURGIPOINTE V.1.0.4

	 	Quorum Health
Resources,
 LLC

105 Continental Place

Brentwood, TN 37027
	 	 	 	Pending






 









 






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	 	 	 	 	 	 	 	 






 









 






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 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




	 	 	 	 	 	 	 	 	 
	 	 	 	 	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.
	NONE	 	 	 	 	 	 	 	 	 	 






 









 






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	 	 	 	 	 	 	 	 






 









 






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	 	Mark	 	Reg. Date	 	Reg. No.
	NONE	 	 	 	 	 	 	 	 






U.S. State Trademarks




	 	 	 	 	 	 	 	 	 
	Licensee Name	 	Date of License/	 	 	 	 	 	 
	and Address	 	Sublicense	 	Mark	 	Reg. Date	 	Reg. No.
	NONE	 	 	 	 	 	 	 	 






U.S. Trademark Applications




	 	 	 	 	 	 	 	 	 
	Licensee Name	 	Date of License/	 	 	 	 	 	 
	and Address	 	Sublicense	 	U.S. Mark	 	Date Filed	 	Application No.
	NONE	 	 	 	 	 	 	 	 






Non-U.S. Trademarks




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	Date of License/	 	Non-U.S.	 	 	 	 
	Country	 	and Address	 	Sublicense	 	Mark	 	Reg. Date	 	Reg. No.
	NONE	 	 	 	 	 	 	 	 	 	 






 









 






Non-U.S. Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	Date of License/	 	Non-U.S.	 	Date	 	 
	Country	 	and Address	 	Sublicense	 	Mark	 	Filed	 	Application No.
	NONE	 	 	 	 	 	 	 	 	 	 






 









 






D. Others




	 	 	 	 	 
	Licensee Name	 	Date of License/	 	Subject
	and Address	 	Sublicense	 	Matter
	NONE	 	 	 	 







 











 





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







 









 








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


 









 





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. Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 
	 	 





NONE



U.S. Trademark Applications




	 	 	 	 	 	 	 	 	 

	Licensor Name
	 	Date of License/
	 	 	 	Date	 	 
	and Address
	 	Sublicense
	 	U.S. Mark
	 	Filed
	 	Application No.
	 
	 	 
	 	 
	 	 
	 	 





NONE



Non-U.S. Trademarks




	 	 	 	 	 	 	 	 	 	 	 

	 
	 	Licensor Name
	 	Date of License/
	 	Non-U.S.	 	 	 	 
	Country
	 	and Address
	 	Sublicense
	 	Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 
	 	 
	 	 





NONE




Non-U.S. Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 

	 
	 	Licensor Name
	 	Date of License/
	 	Non-U.S.
	 	Date	 	 
	Country
	 	and Address
	 	Sublicense
	 	Mark
	 	Filed
	 	Application No.
	 
	 	 
	 	 
	 	 
	 	 
	 	 





NONE




 









 





D. Others




	 	 	 	 	 

	 
	 	Date of License/	 	 
	Licensor Name and Address
	 	Sublicense
	 	Subject Matter
	 
	 	 
	 	 





NONE







 









 








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








 









 








TRADEMARK/TRADE NAMES OWNED BY CHS/COMMUNITY HEALTH

SYSTEMS, INC. OR COMMUNITY HEALTH SYSTEMS PROFESSIONAL

SERVICES CORPORATION




U.S. Trademark Registrations



	 	 	 	 	 	 	 	 	 
	Registered Owner	 	U.S. Mark	 	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	 
	 
	 	 	 	 	 	 	 	 
	Community Health
Systems, Inc.

	 		 	9/28/2010
	 	 	3852138	 






 









 






U.S. Trademark Applications




	 	 	 	 	 

	Mark
	 	Filing Date
	 	Application No.
	 
	 	 
	 	 





NONE




State Trademark Registrations



[List in alphabetical order by state/numerical order by trademark No. within each state.]




	 	 	 	 	 	 	 	 	 
	State	 	Registered Owner	 	U.S. Mark	 	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.]




	 	 	 	 	 	 	 

	Country
	 	Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 





NONE




Non-U.S. Trademark Applications




	 	 	 	 	 	 	 

	Country
	 	Mark
	 	Application Date
	 	Application No.
	 
	 	 
	 	 
	 	 





NONE




Trade Names




	 	 	 

	Country(s) Where Used
	 	Trade Names
	 
	 	 





NONE




 









 





TRADEMARK/TRADE NAMES OWNED BY CHS WASHINGTON HOLDINGS LLC




U.S. Trademark Registrations



	 	 	 	 	 	 	 

	Country
	 	Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 





NONE




U.S. Trademark Applications




	 	 	 	 	 	 	 

	Registered Owner
	 	U.S. Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 





	 	 	 	 	 	 	 
	CHS Washington
Holdings LLC

	 	HEALTHCARE
NORTHWEST
INTEGRATED DELIVERY
SYSTEM
	Filed 2/5/2010         	 	S.N. 77/929467






State Trademark Registrations




Non-U.S. Trademark Registrations



	 	 	 	 	 	 	 

	Country
	 	Mark
	 	Reg. Date
	 	Reg. No.
	 
	 	 
	 	 
	 	 





NONE




Non-U.S. Trademark Applications




	 	 	 	 	 	 	 

	Country
	 	Mark
	 	Application Date
	 	Application No.
	 
	 	 
	 	 
	 	 





NONE










 









 








Trade Names




	 	 	 

	Country(s) Where Used
	 	Trade Names
	 
	 	 





NONE




 









 





TRADEMARK/TRADE NAMES OWNED BY TRIAD HOSPITALS, INC.


Listed in numerical order by trademark Registration No.


U.S. Trademark Registrations



	 	 	 	 	 	 	 	 	 
	Mark	 	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	 







 









 






	 	 	 	 	 	 	 	 	 
	Mark	 	Reg. No.	 	Reg. Date
	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 WAYNE
	 	 	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	 
	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	 







 









 






	 	 	 	 	 	 	 	 	 
	Mark	 	Reg. No.	 	Reg. Date
	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. JOSEPH 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	 
	NORTHWEST HEALTH SYSTEM
	 	 	77071179	 	 	 	10/30/07	 
	NORTHWEST HEALTH SYSTEM (Design ONLY)
	 	 	77071364	 	 	 	8/28/07	 
	NOTHWEST HEALTH SYSTEM & Design
	 	 	77071371	 	 	 	10/30/07	 
	FAMILY TREE HEALTHCARE
	 	 	77152862	 	 	 	1/1/08	 
	CLAREMORE REGIONAL HOSPITAL
	 	 	77153203	 	 	 	1/1/08	 
	SOUTHCREST HOSPITAL
	 	 	77154224	 	 	 	1/1/08	 
	
	 	 	77299147	 	 	 	6/10/08	 
	THOUGHTFUL CARE
	 	 	77224736	 	 	 	5/27/08	 
	LABCARE PLUS
	 	 	78675592	 	 	 	9/25/07	 
	LABCARE PLUS & Design
	 	 	78675717	 	 	 	9/25/07	 
	TRINITY MEDICAL CENTER
	 	 	78800401	 	 	 	10/23/07	 
	TRINITY MEDICAL CENTER & Design
	 	 	78800407	 	 	 	10/23/07	 







 









 






U.S. Trademark Applications



Listed in numerical order by trademark Application/Serial No.




	 	 	 	 	 

	 

	 	Application	 	 
	 	 	 	 	 
	Mark	 	Serial No.
	 	Filing Date
	 
	 	 
	 	 





NONE


State Trademark Registrations



Listed in alphabetical order by state/numerical order by trademark No. within each state.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Mark	 	Reg. No.	 	Reg. Date
	AL	 	TRINITY MEDICAL CENTER
	 	 	110-141	 	 	 	8/4/06	 
	GA	 	TRINITY HOSPITAL OF AUGUSTA
	 	 	S-23495	 	 	 	6/26/07	 
	IN	 	DUPONT HOSPITAL
	 	 	2007-0022	 	 	 	1/4/07	 
	IN	 	DUKES MEMORIAL
	 	 	2007-0023	 	 	 	1/4/07	 
	IN	 	ST. JOSEPH 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	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Mark	 	Reg. No.	 	Reg. Date
	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 Mark Applications




	 	 	 	 	 

	State

	 	Mark
	 	Filed Date
	 
	 	 
	 	 





NONE




 









 





TRADEMARK/TRADE NAMES OWNED BY QUORUM HEALTH RESOURCES.




U.S. Trademark Registrations



	 	 	 	 	 	 	 
	Registered Owner	 	U.S. Mark	 	Reg. Date	 	Reg. No.
	Quorum Health
Resources

4000 Meridian Blvd.,

Franklin, TN 3706
	 	QHR	 	3/28/2006	 	78185269
	 
	 	 	 	 	 	 
	Quorum Health
Resources

4000 Meridian Blvd.,

Franklin, TN 37067
	 	QHR	 	10/10/2006	 	78648513
	 
	 	 	 	 	 	 
	Quorum Health
Resources

4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	7/3/2007	 	78648505
	 
	 	 	 	 	 	 
	Quorum Health
Resources

4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	11/27/2007	 	78693798
	 
	 	 	 	 	 	 
	Quorum Health
Resources

4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	8/23/2005	 	78230967
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC

4000 Meridian Blvd.

Franklin, TN
37067
	 		 	1/12/2010	 	S.N. 77/560736
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC

4000 Meridian Blvd.

Franklin, TN
37067
	 		 	6/5/2009	 	S.N. 77/561131
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC

4000 Meridian Blvd.

Franklin, TN
37067
	 		 	12/1/2009	 	3719929






 









 






U.S. Trademark Applications




	 	 	 	 	 	 	 
	Registered Owner	 	U.S. Mark	 	Reg. Date	 	Reg. No.
	Quorum Health Resources
4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	Pending
(approved for	 	S.N. 77/450026
	 	 	publication	 
	 	 	8/1/2008)	 
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC

105 Continental Place 

Brentwood, TN 37027
	 		 	Filed 1/11/2010	 	S.N. 77/909121
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC
(DE LLC)

4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	Filed 6/17/2010	 	S.N. 85/065583
	 
	 	 	 	 	 	 
	Quorum Health
Resources, LLC
(DE LLC)

4000 Meridian Blvd.,

Franklin, TN 37067
	 		 	Filed 9/22/2010	 	S.N. 85/135699






State Trademark Registrations




NONE




Pending State Trademark Registration Applications




NONE





 









 






Schedule VII to the Guarantee and Collateral Agreement


COMMERCIAL TORT CLAIMS



Southcrest, L.L.C. v. Bovis Lend Lease, Inc, Gould Turner Group, P.C and Carlisle Syntec, Inc.
(Case No. 10CV-362-CVE-FHM): Suit pending in U.S. District Court for the Northern District of
Oklahoma against general contractor, architect and roofing subcontractor for negligent construction
of SouthCrest Hospital and several additions thereto between 1997 and 2001.









 









 











Exhibit A to the Guarantee and

Collateral Agreement





     SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], 20[•]
to the Guarantee and Collateral Agreement dated as of July 25,
2007, as amended and restated as of November 5, 2010 (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 AG (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 and
restated as of November 5, 2010 (as further 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 AG (formerly known as 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 and effect as if originally named therein as a Grantor
and Subsidiary Guarantor and the




 









 





 A-2 



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 Restatement Effective 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.




          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,




 









 





 A-3 



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 




          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.




	 	 	 	 	 	 	 

	 	[NAME OF NEW SUBSIDIARY],	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Legal Name:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Jurisdiction of Formation:	 	 
	 
	 	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, as

Collateral Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 





Collateral of the New Subsidiary




EQUITY INTERESTS



	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	Number and	 	Percentage
	 
	 	Number of
	 	Registered
	 	Class of
	 	of Equity 
	Issuer
	 	Certificate
	 	Owner
	 	Equity Interest
	 	Interests
	 
	 	 
	 	 
	 	 
	 	 





PLEDGED DEBT SECURITIES




	 	 	 	 	 	 	 

	 
	 	Principal	 	 	 	 
	Issuer
	 	Amount
	 	Date of Note
	 	Maturity Date
	 
	 	 
	 	 
	 	 





 









 





INTELLECTUAL PROPERTY




[Follow format of Schedule III to the



Guarantee and Collateral Agreement.]