exv10w2







Exhibit 10.2




EXECUTION COPY


 

 



GUARANTEE AND COLLATERAL AGREEMENT




dated as of




July 25, 2007




among




CHS/COMMUNITY HEALTH SYSTEMS, INC.,




COMMUNITY HEALTH SYSTEMS, INC.,




the Subsidiaries of the Borrower




from time to time party hereto




and




CREDIT SUISSE,

as Collateral Agent



 

 

[CS&M
Ref. No. 5865-525]









 



 


EXECUTION COPY




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Guarantee

	 
	 	 	 	 
	SECTION 2.01. Guarantee
	 	 	6	 
	SECTION 2.02. Guarantee of Payment
	 	 	6	 
	SECTION 2.03. No Limitations, Etc. 
	 	 	6	 
	SECTION 2.04. Reinstatement
	 	 	7	 
	SECTION 2.05. Agreement To Pay; Subrogation 
	 	 	7	 
	SECTION 2.06. Information
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Pledge of Securities

	 
	 	 	 	 
	SECTION 3.01. Pledge
	 	 	8	 
	SECTION 3.02. Delivery of the Pledged Collateral
	 	 	9	 
	SECTION 3.03. Representations, Warranties and Covenants
	 	 	9	 
	SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests
	 	 	10	 
	SECTION 3.05. Registration in Nominee Name; Denominations
	 	 	11	 
	SECTION 3.06. Voting Rights; Dividends and Interest, Etc.
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Security Interests in Personal Property

	 
	 	 	 	 
	SECTION 4.01. Security Interest
	 	 	13	 
	SECTION 4.02. Representations and Warranties
	 	 	15	 
	SECTION 4.03. Covenants
	 	 	18	 
	SECTION 4.04. Other Actions
	 	 	21	 
	SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	23	 












 



ii


	 	 	 	 	 
	 	 	Page
	ARTICLE V

	 
	 	 	 	 
	Remedies

	 
	 	 	 	 
	SECTION 5.01. Remedies Upon Default
	 	 	24	 
	SECTION 5.02. Application of Proceeds
	 	 	26	 
	SECTION 5.03. Grant of License to Use Intellectual Property
	 	 	27	 
	SECTION 5.04. Securities Act, Etc.
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 6.01. Indemnity and Subrogation
	 	 	28	 
	SECTION 6.02. Contribution and Subrogation
	 	 	28	 
	SECTION 6.03. Subordination
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 7.01. Notices
	 	 	29	 
	SECTION 7.02. Security Interest Absolute
	 	 	29	 
	SECTION 7.03. Survival of Agreement
	 	 	30	 
	SECTION 7.04. Binding Effect; Several Agreement
	 	 	30	 
	SECTION 7.05. Successors and Assigns
	 	 	30	 
	SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	31	 
	SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact
	 	 	31	 
	SECTION 7.08. Applicable Law
	 	 	32	 
	SECTION 7.09. Waivers; Amendment
	 	 	32	 
	SECTION 7.10. WAIVER OF JURY TRIAL
	 	 	33	 
	SECTION 7.11. Severability
	 	 	33	 
	SECTION 7.12. Counterparts
	 	 	33	 
	SECTION 7.13. Headings
	 	 	34	 
	SECTION 7.14. Jurisdiction; Consent to Service of Process
	 	 	34	 
	SECTION 7.15. Termination or Release
	 	 	34	 
	SECTION 7.16. Additional Subsidiaries
	 	 	35	 
	SECTION 7.17. Right of Setoff
	 	 	36	 












 



iii


	 	 	 
	Schedules
	 	 
	 
	 	 
	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 (this “Agreement”), among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the
“Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware
corporation (“Parent”), the Subsidiaries from time to time party
hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent
(in such capacity, the “Collateral Agent”).



PRELIMINARY STATEMENT




          Reference is made to the Credit Agreement dated as of July 25, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Parent, the lenders from time to time party thereto (each, a “Lender” and collectively, the
“Lenders”) and Credit Suisse, as administrative agent (in such capacity, the “Administrative
Agent”) and Collateral Agent.




          The Lenders and the Issuing Bank (such term and each other capitalized term used but not
defined in this preliminary statement having the meaning given or ascribed to it in Article I)
have agreed to extend credit to the Borrower pursuant to, and upon the terms and conditions
specified in, the Credit Agreement. The obligations of the Lenders and the Issuing Bank to extend
credit to the Borrower are conditioned upon, among other things, the execution and delivery of
this Agreement by the Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrower,
will derive substantial benefits from the extension of credit to the Borrower pursuant to the
Credit Agreement and is willing to execute and deliver this Agreement in order to induce the
Lenders and the Issuing Bank to extend such credit. Accordingly, the parties hereto agree as
follows:




ARTICLE I




Definitions




          SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not
otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized
terms defined in the New York UCC (as such term is defined herein) and not defined in this
Agreement have the meanings specified therein. All references to the Uniform Commercial Code
shall mean the New York UCC.




          (b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to
this Agreement.




          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:










 



2


          “Accounts Receivable” shall mean all Accounts and all right, title and interest in any
returned goods, together with all rights, titles, securities and guarantees with respect thereto,
including any rights to stoppage in transit, replevin, reclamation and resales, and all related
security interests, liens and pledges, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.




          “Administrative Agent” shall have the meaning assigned to such term in the preliminary
statement.




          “Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01.




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




          “Cash Management Arrangements” shall mean overdraft protections, netting services and similar
arrangements arising from treasury, depository and cash management services, any automated clearing
house transfers of funds or any credit card or similar services, in each case in the ordinary
course of business.




          “Collateral” shall mean the Article 9 Collateral and the Pledged Collateral.




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




          “Copyright License” shall mean any written agreement, now or hereafter in effect, granting
any right to any third person under any registered copyright now or hereafter owned by any Grantor
or that such Grantor otherwise has the right to license, or granting any right to any Grantor
under any registered copyright now or hereafter owned by any third person, and all rights of such
Grantor under any such agreement.




          “Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all registered copyright rights in any work subject to the copyright laws of the United States
or any other country, whether as author, assignee, transferee or otherwise, and (b) all
registrations and applications for registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office (or any successor office or
any similar office in any other country), including those registered and pending copyrights listed
on Schedule VI.




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




          “General Intangibles” shall mean all choses in action and causes of action and all other
intangible personal property of any Grantor of every kind and nature (other than Accounts) now
owned or hereafter acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other










 



3

unincorporated entities, corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee, Hedging
Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax
refund claims and any letter of credit, guarantee, claim, security interest or other security held
by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.




          “Grantors” shall mean the Borrower and the Guarantors. 
          “Guarantors”
shall mean Parent and the Subsidiary Guarantors.




          “Intellectual Property” shall mean all intellectual property of any Grantor of every kind and
nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation and registrations, and all additions and
improvements to any of the foregoing.




          “License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense agreement relating to Intellectual Property to which any Grantor is a party,
including those listed on Schedule VI.




          “Loan Document Obligations” shall mean (a) the due and punctual payment of (i) the principal
of and interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under
the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in
respect of reimbursement of disbursements, interest thereon and obligations to provide cash
collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the
due and punctual performance of all other obligations of the Borrower under or pursuant to the
Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement
and each of the other Loan Documents.




          “New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
State of New York.




          “Obligations” shall mean (a) the Loan Document Obligations and (b) the due and punctual
payment and performance of all obligations of each Loan Party under










 



4

each Hedging Agreement or Cash Management Arrangement that (i) is in effect on the Closing Date
with a counterparty that is the Administrative Agent or a Lender or an Affiliate of the
Administrative Agent or a Lender as of the Closing Date or (ii) is entered into after the Closing
Date with any counterparty that is the Administrative Agent or a Lender or an Affiliate of the
Administrative Agent or a Lender at the time such Hedging Agreement or Cash Management Arrangement
is entered into; provided, however, that the aggregate amount of obligations under Cash Management
Arrangements that shall constitute “Obligations” hereunder shall not exceed $200,000,000 at any
time.




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




          “Patent License” shall mean any written agreement, now or hereafter in effect, granting to
any third person any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or
granting to any Grantor any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any third person, is in existence, and all rights of any Grantor under any such
agreement.




          “Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a)
all letters patent of the United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office (or any successor or any similar
offices in any other country), including those listed on Schedule VI, and (b) all reissues,
continuations, divisions, continuations-in-part, renewals or extensions thereof, and the
inventions disclosed or claimed therein, including the right to exclude others from making, using
and/or selling the inventions disclosed or claimed therein.




          “Pledged Collateral” shall have the meaning assigned to such term in Section 3.01.




          “Pledged Debt Securities” shall have the meaning assigned to such term in Section 3.01.




          “Pledged Securities” shall mean any promissory notes, stock certificates or other securities
now or hereafter included in the Pledged Collateral, including all certificates, instruments or
other documents representing or evidencing any Pledged Collateral.




          “Pledged Stock” shall have the meaning assigned to such term in Section 3.01.




          “Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral
Agent, (d) any Issuing Bank, (e) each counterparty to any Hedging Agreement or Cash Management
Arrangement with a Loan Party that either (i) is in effect on the Closing Date if such counterparty
is the Administrative Agent, a










 



5



Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (ii) is
entered into after the Closing Date if such counterparty is the Administrative Agent, a Lender or
an Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement or Cash
Management Arrangement is entered into, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document and (g) the successors and permitted assigns
of each of the foregoing.




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




          “Subsidiary Guarantors” shall mean (a) the Subsidiaries identified on Schedule II hereto as
Subsidiary Guarantors and (b) each other Subsidiary that becomes a party to this Agreement as a
Subsidiary Guarantor after the Closing Date.




          “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to
any third person any right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any right to use any
trademark now or hereafter owned by any third person, and all rights of any Grantor under any such
agreement.




          “Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all registered trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos, other source or
business identifiers, designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all registration and recording
applications filed in connection therewith, including registrations and applications for
registration (other than intent-to-use applications) in the United States Patent and Trademark
Office (or any successor office) or any similar offices in any State of the United States, and all
extensions or renewals thereof, including those listed on Schedule VI, and (b) all goodwill
associated therewith or symbolized thereby.




          “Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent,
the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender
has made its portion of the applicable Borrowing available to the Administrative Agent as
contemplated by Section 2.02(d) of the Credit Agreement and (ii) with respect to which a
corresponding amount shall not in fact have been returned to the Administrative Agent by the
Borrower or made available to the Administrative Agent by any such Lender, (b) with respect to the
Swingline Lender, the aggregate amount, if any, of participations in respect of any outstanding
Swingline Loan that shall not have been funded by the Revolving Credit Lenders in accordance with
Section 2.22(e) of the Credit Agreement and (c) with respect to any Issuing Bank, the aggregate
amount, if any, of participations in respect of any outstanding L/C Disbursement that shall not
have been funded by the Revolving Credit Lenders in accordance with Sections 2.23(d) and 2.02(f)
of the Credit Agreement.










 



6


ARTICLE II




Guarantee




          SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may
be extended or renewed, in whole or in part, without notice to or further assent from it, and that
it will remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation, and hereby waives any provision of applicable law to the contrary that may be waived
by such Guarantor. Each Guarantor waives presentment to, demand of payment from and protest to the
Borrower or any other Loan Party of any Obligation, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.




          SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require
that any resort be had by the Collateral Agent or any other Secured Party to any security held for
the payment of the Obligations or credit on the books of the Collateral Agent or any other Secured
Party in favor of the Borrower or any other person.




          SECTION 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations
hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert
any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or
otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of
the terms or provisions of, any Loan Document or any other agreement, including with respect to
any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to
perfect any Lien on or security interest in, any security held by the Collateral Agent or any
other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful
or otherwise, in the performance of the Obligations or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of all the Obligations (other than unasserted contingent indemnity obligations)). To
the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral
Agent to take and hold security for the payment and performance of the Obligations, to exchange,
waive or release any or all such security (with or without consideration), to enforce or apply
such security and direct










 



7

the order and manner of any sale thereof in its sole discretion or to release or substitute any
one or more other guarantors or obligors upon or in respect of the Obligations, all without
affecting the obligations of any Guarantor hereunder.




          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the payment in full in cash of all
the Obligations. To the fullest extent permitted by applicable law, upon the occurrence and during
the continuance of an Event of Default, the Collateral Agent and the other Secured Parties may, at
their election, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Obligations, make any other accommodation with the Borrower or any other
Loan Party or exercise any other right or remedy available to them against the Borrower or any
other Loan Party, without adversely affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations have been paid in full in cash. To the
fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other Loan Party, as the case may be, or any security.




          SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or
otherwise.




          SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured Party has at law or
in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other
Loan Party to pay any Obligation owed by such party when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will, promptly upon written notice thereof from the Collateral Agent, forthwith
pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured
Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to
the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any
other Guarantor arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.




          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s and each other Loan Party’s financial condition and assets and
of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature,
scope and extent of the risks that such










 



8

Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other
Secured Party will have any duty to advise such Guarantor of information known to it or any of
them regarding such circumstances or risks.




ARTICLE III




Pledge of Securities




          SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full
of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors
and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under
(a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity
Interests listed on Schedule III), (ii) any other Equity Interests obtained in the future by such
Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing
collectively referred to herein as the “Pledged Stock”); (provided, however, that the Pledged Stock
shall not include (A) more than 65% of the outstanding voting Equity Interests in any Foreign
Subsidiary, (B) any Equity Interest in any Non-Significant Subsidiary or (C) any Equity Interest in
any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture
Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any
applicable Contractual Obligation or requirement of law), (b)(i) the debt securities held by such
Grantor on the date hereof (including all such debt securities listed opposite the name of such
Grantor on Schedule III), (ii) any debt securities in the future issued to such Grantor and (iii)
the promissory notes and any other instruments evidencing such debt securities (excluding any
promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to
herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held
by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06,
all payments of principal or interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of, in exchange for or upon the
conversion of, and all other Proceeds received in respect of, the securities referred to in clauses
(a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with
respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above,
and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f)
above being collectively referred to as the “Pledged Collateral”).




          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and permitted assigns, for the ratable benefit of the Secured Parties, forever;
subject, however, to the terms, covenants and conditions hereinafter set forth.










 



9


          SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver
or cause to be delivered to the Collateral Agent any and all certificates, promissory notes,
instruments or other documents representing or evidencing Pledged Securities (other than Pledged
Debt Securities with a face amount less than $1,000,000).




          (b) Subject to the Post-Closing Letter Agreement, each Grantor agrees
promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Debt Securities with a face amount in excess of $1,000,000.




          (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or
document representing or evidencing Pledged Securities shall be accompanied by undated
stock powers duly executed in blank or other undated instruments of transfer satisfactory
to the Collateral Agent and duly executed in blank and by such other instruments and
documents as the Collateral Agent may reasonably request and (ii) all other property
comprising part of the Pledged Collateral shall be accompanied by proper instruments of
assignment duly executed by the applicable Grantor and such other instruments or
documents as the Collateral Agent may reasonably request. Each delivery of Pledged
Securities shall be accompanied by a schedule describing the applicable securities, which
schedule shall be attached hereto as Schedule III and made a part hereof; provided that
failure to attach any such schedule hereto shall not affect the validity of the pledge of such
Pledged Securities. Each schedule so delivered shall supplement any prior schedules so
delivered.




          SECTION 3.03. Representations, Warranties and Covenants. The
Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent,
for the benefit of the Secured Parties, that:





          (a) As of the date hereof, Schedule III correctly sets forth the
percentage of the issued and outstanding shares of each class of the Equity
Interests of the issuer thereof represented by such Pledged Stock and includes all
Equity Interests, debt securities and promissory notes required to be pledged
hereunder (to the extent not waived or extended in accordance with the terms of
the Credit Agreement);




          (b) Subject to the Post-Closing Letter Agreement, as of the date hereof,
Schedule IV correctly sets forth all promissory notes and other evidence of
indebtedness required to be pledged hereunder including all intercompany notes
between Parent and any subsidiary of Parent and any subsidiary of Parent and any
other such subsidiary;




          (c) the Pledged Stock and Pledged Debt Securities have been duly and
validly authorized and issued by the issuers thereof and (i) in the case of Pledged
Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt
Securities, are legal, valid and binding obligations of the issuers thereof;










 



10



          (d) except for the security interests granted hereunder (or otherwise
permitted under the Credit Agreement or the other Loan Documents), each
Grantor (i) is and, subject to any transfers made in compliance with the Credit
Agreement, will continue to be the direct owner, beneficially and of record, of the
Pledged Securities indicated on Schedule III as owned by such Grantor, (ii) holds
the same free and clear of all Liens other than Liens permitted by Section 6.02 of
the Credit Agreement, and (iii) will not create or permit to exist any security
interest in or other Lien on, the Pledged Collateral, other than transfers made in
compliance with the Credit Agreement or the other Loan Documents;




          (e) except for restrictions and limitations imposed by the Loan
Documents or securities or other laws generally, the Pledged Collateral is and will
continue to be freely transferable and assignable, and none of the Pledged
Collateral is or will be subject to any option, right of first refusal, shareholders
agreement, charter or by-law provisions or contractual restriction of any nature
that might prohibit, impair, delay or otherwise affect the pledge of such Pledged
Collateral hereunder, the sale or disposition thereof pursuant hereto or the
exercise by the Collateral Agent of rights and remedies hereunder other than
Liens permitted by Section 6.02 of the Credit Agreement;




          (f) each Grantor (i) has the power and authority to pledge the Pledged
Collateral pledged by it hereunder in the manner hereby done or contemplated and
(ii) will defend its title or interest thereto or therein against any and all Liens
(other than any Lien created or permitted by the Loan Documents), however
arising, of all persons whomsoever;




          (g) no material consent or approval of any Governmental Authority or,
any securities exchange was or is necessary to the validity of the pledge effected
hereby (other than such as have been obtained and are in full force and effect);




          (h) by virtue of the execution and delivery by each Grantor of this Agreement, when
any Pledged Securities are delivered to the Collateral Agent in accordance with this
Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority
lien upon and security interest in such Pledged Securities as security for the payment and
performance of the Obligations; and




          (i) the pledge effected hereby is effective to vest in the Collateral Agent, for the
ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged
Collateral as set forth herein.



          SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership
Interests. If any Pledged Collateral is not a security pursuant to Section 8-103 of the UCC, no
Grantor shall take any action that, under such Section, converts such Pledged Collateral into a
security without causing the issuer thereof to issue to it certificates or instruments evidencing
such Pledged Collateral, which it shall promptly deliver to the Collateral Agent as provided in
Section 3.02.










 



11


          SECTION 3.05. Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion), upon the occurrence and during the continuance of an Event of Default, to hold the
Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as
sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the
Collateral Agent. Each Grantor will promptly give to the Collateral Agent copies of any material
written notices or other material written communications received by it with respect to Pledged
Securities in its capacity as the registered owner thereof. After the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall at all times have the right to
exchange the certificates representing Pledged Securities for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.




          SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of
Default shall have occurred and be continuing and the Collateral Agent shall have given the
Grantors notice of its intent to exercise its rights under this Agreement (which notice shall be
deemed to have been given immediately upon the occurrence of an Event of Default under paragraph
(g) or (h) of Article VII of the Credit Agreement):





          (i) Each Grantor shall be entitled to exercise any and all voting and/or
other consensual rights and powers inuring to an owner of Pledged Securities or
any part thereof for any purpose consistent with the terms of this Agreement, the
Credit Agreement and the other Loan Documents; provided, however, that such rights
and powers shall not be exercised in any manner that could reasonably be expected
to materially and adversely affect the rights inuring to a holder of any Pledged
Securities or the rights and remedies of any of the Collateral Agent or the other
Secured Parties under this Agreement or the Credit Agreement or any other Loan
Document or the ability of the Secured Parties to exercise the same.




          (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause
to be executed and delivered to each Grantor, all such proxies, powers of attorney
and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and/or consensual rights and powers
it is entitled to exercise pursuant to paragraph (i) above.




          (iii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in
respect of the Pledged Securities to the extent and only to the extent that such
dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of the
Credit Agreement, the other Loan Documents and applicable law; provided, however,
that any noncash dividends, interest, principal or other distributions that would
constitute Pledged Stock or









 



12



Pledged Debt Securities, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any Pledged
Securities or received in exchange for Pledged Securities or any part thereof, or
in redemption thereof, or as a result of any merger, consolidation, acquisition
or other exchange of assets to which such issuer may be a party or otherwise,
shall be and become part of the Pledged Collateral, and, if received by any
Grantor, shall not be commingled by such Grantor with any of its other funds or
property but shall be held separate and apart therefrom, shall be held in trust
for the ratable benefit of the Secured Parties and shall be forthwith delivered
to the Collateral Agent in the same form as so received (with any necessary
endorsement or instrument of assignment). This paragraph (iii) shall not apply to
dividends between or among the Borrower, the Guarantors and any Subsidiaries only
of property subject to a perfected security interest under this Agreement.



          (b) To the fullest extent permitted by applicable law, upon the occurrence
and during the continuance of an Event of Default, after the Collateral Agent shall have
notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of
the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of
any Grantor to dividends, interest, principal or other distributions that such Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall have the
sole and exclusive right and authority to receive and retain such dividends, interest,
principal or other distributions. All dividends, interest, principal or other distributions
received by any Grantor contrary to the provisions of this Section 3.06 shall be held in
trust for the benefit of the Collateral Agent, shall be segregated from other property or
funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon
demand in the same form as so received (with any necessary endorsement or instrument of
assignment). Any and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of
Section 5.02. After all Events of Default have been cured or waived and each applicable
Grantor has delivered to the Administrative Agent certificates to that effect, the Collateral
Agent shall, promptly after all such Events of Default have been cured or waived, repay to
each applicable Grantor (without interest) all dividends, interest, principal or other
distributions that such Grantor would otherwise be permitted to retain pursuant to the
terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.




          (c) Upon the occurrence and during the continuance of an Event of Default,
after the Collateral Agent shall have notified (or shall be deemed to have notified pursuant
to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(i) of
this Section 3.06, then all rights of any Grantor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06,










 



13

shall cease, and, subject to compliance with any applicable healthcare laws, all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and
authority to exercise such voting and consensual rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to
time following and during the continuance of an Event of Default to permit the Grantors to
exercise such rights. After all Events of Default have been cured or waived and each applicable
Grantor has delivered to the Administrative Agent a certificate to that effect, such voting and
consensual rights shall automatically vest in the applicable Grantor, and the Collateral Agent
shall (1) take such steps reasonably requested by the applicable Grantor, at such Grantor’s
expense, to allow all Pledged Securities registered under its name to be registered under the name
of the applicable Grantor and (2) promptly repay to each applicable Grantor (without interest) all
dividends, interest, principal or other distributions that such Grantor would otherwise have been
permitted to retain pursuant to the terms of paragraph (a) of this Section 3.06 that were not
applied to repay the Obligations.




          (d) Any notice given by the Collateral Agent to the Grantors exercising its rights under
paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given to one or more of the Grantors at the same or different times and (iii) may
suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without
suspending all such rights (as specified by the Collateral Agent in its sole and absolute
discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give
additional notices from time to time suspending other rights so long as an Event of Default has
occurred and is continuing.




ARTICLE IV




Security Interests in Personal Property




          SECTION 4.01. Security Interest. (a) As security for the payment or performance, as the case
may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral
Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and
hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable
benefit of the Secured Parties, a security interest (the “Security Interest”), in all right,
title or interest in or to any and all of the following assets and properties now owned or at any
time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):





               (i) all Accounts;




               (ii) all Chattel Paper;




               (iii) all Documents;




               (iv) all Equipment;









 



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               (v) all General Intangibles;




               (vi) all Instruments;




               (vii) all Inventory;




               (viii) all Investment Property;




               (ix) all Letter-of-Credit Rights;




               (x) all Commercial Tort Claims;




               (xi) all books and records pertaining to the Article 9 Collateral; and




        (xii) to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all collateral security and guarantees given by any
person with respect to any of the foregoing.



          Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in any (I) General Intangible,
Instrument, license, property right, permit or any other contract or agreement to which a Grantor
is a party or any of its rights or interests thereunder if and for so long as the grant of such
security interest shall constitute or result in (x) the abandonment, invalidation or
unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid
and enforceable restriction in respect of such General Intangible, Instrument, license, property
right, permit or any other contract or agreement or other such rights (1) in favor of a third party
or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a
breach or termination (or result in any party thereto having the right to terminate) pursuant to
the terms of, or a default under, such General Intangible, Instrument, license, property right,
permit or any other contract or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any
other applicable law or principles of equity); provided, however, that such security interest shall
attach immediately at such time as the condition causing such abandonment, invalidation,
unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent
severable, shall attach immediately to any portion of such General Intangible, Instrument, license,
property right, permit or any other contract or agreement that does not result in any of the
consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds
of such General Intangible, Instrument, license, property rights, permit or any other contract or
agreement; (II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary,
(III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any
Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture
Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any
applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to
certificate of title, (VI) any asset that requires perfection through control agreements
(including, to the extent required in the relevant





 











 





15



jurisdiction for deposit accounts and investment property), (VII) any minority Equity Interests,
(VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the
cost of creating and/or perfecting a security interest therein is excessive in relation to the
benefit to the Secured Parties or that the granting or perfection of a security interest therein
would violate applicable law or regulation and (IX) any assets (other than any General
Intangible, Instrument, license, property right, permit or any other contract or agreement) owned
by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit
Agreement, to the extent and for so long as such Lien exists and the terms of the Indebtedness or
other obligations secured thereby prevent the grant of a security interest in such assets
hereunder.




          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time
to time to file in any relevant jurisdiction any initial financing statements (including fixture
filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that
(i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect,
and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A)
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor and (B) in the case of a financing statement filed as
a fixture filing, a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon
request.




          (c) Each Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the
date hereof.




          The Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office) such documents as
may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Grantor, without the signature of any Grantor,
and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.




          (d) The Security Interest is granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.




          SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent
and warrant to the Collateral Agent and the Secured Parties that:





          (a) Each Grantor has good and valid rights in and marketable title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder
and has full power and authority to grant to the Collateral Agent, for the ratable
benefit of the Secured Parties, the Security Interest in such Article 9 Collateral
pursuant hereto and to execute, deliver and perform its









 



16



obligations in accordance with the terms of this Agreement, without the consent or approval of any
other person other than any consent or approval that has been obtained or any other consent where
the failure to obtain such consent could not reasonably be expected to have a Material Adverse
Effect.




          (b) The Schedules attached hereto have been duly prepared and completed and the
information set forth therein (including (x) the exact legal name of each Grantor in Schedule I and
(y) the jurisdiction of organization of each Grantor in Schedule I) is true and correct in all
material respects as of the Closing Date. Uniform Commercial Code financing statements (including
fixture filings, as applicable) or other appropriate filings, recordings or registrations
containing a description of the Article 9 Collateral have been prepared by the Collateral Agent
based upon the information provided to the Administrative Agent and the Secured Parties in the
applicable Schedules attached hereto for filing in each governmental, municipal or other office
specified in Schedule I (or specified by notice from the Borrower to the Administrative Agent after
the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or
5.12 of the Credit Agreement), which are all the filings, recordings and registrations (other than
filings required to be made in the United States Patent and Trademark Office and the United States
Copyright Office in order to perfect the Security Interest in the Article 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 Closing 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 date hereof, Schedule I correctly sets forth (i) the exact legal name of each
Grantor, as such name appears in its respective certificate of formation; (ii) the jurisdiction of
formation of each Grantor that is a registered organization; (iii) the Organizational
Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a
registered organization; (iv) the









 



17



chief executive office of each Grantor; and (v) all locations where Grantor maintains any material
books or records relating to any Accounts Receivables.




          (d) As of the date hereof, Schedule V correctly sets forth, with respect to each Mortgaged
Property, (i) the exact name of the person that owns such property as such name appears in
its certificate of formation or other organizational document; (ii) if different from the
name identified pursuant to clause (i), the exact name of the current record owner of such property
reflected in the records of the filing office for such property identified pursuant to the
following clause (iii); and (iii) the filing office in which a mortgage with respect to such
property must be filed or recorded in order for the Collateral Agent to obtain a perfected security
interest therein.




          (e) As of the date hereof, Schedule VI correctly sets forth, in proper form for filing with
(a) the United States Patent and Trademark Office a list of each issued and pending Patents and
Trademarks, including, as applicable, the name of the registered owner and the registration number
of each Patent and Trademark owned by any Grantor and (b) the United States Copyright Office a
list of each Copyright, including the name of the registered owner and the registration number of
each Copyright owned by any Grantor.




          (f) The Security Interest constitutes (i) a legal and valid security interest in all Article
9 Collateral securing the payment and performance of the Obligations, (ii) subject to the
qualifications and filings described in Section 4.02(b) (including payment of applicable
fees in connection therewith), a perfected security interest in all Article 9 Collateral in which
and to the extent a security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or
other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in
all Article 9 Collateral in which a security interest may be perfected upon the receipt and
recording of this Agreement with the United States Patent and Trademark Office and the United
States Copyright Office, as applicable. The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens
expressly permitted pursuant to
Section 6.02 of the Credit Agreement or the other Loan Documents that have priority as a matter of law.




          (g) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for
Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or the other Loan
Documents. No Grantor has filed or consented to the filing of (i) any financing statement or
analogous document under the Uniform Commercial Code or any other applicable laws covering any
Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Article 9 Collateral with the United States
Patent and Trademark Office or the United









 



18



States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any
assignment in which any Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with any foreign
governmental, municipal or other office, which financing statement or analogous document,
assignment, security agreement or similar instrument is still in effect, except, in each
case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or
the other Loan Documents. As of the date hereof, no Grantor holds any Commercial Tort
Claims in an amount in excess of $5,000,000 except as indicated on Schedule VII.



          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 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 date hereof, would have been required to be listed
in such Schedule, and not then listed on such Schedules or previously so identified to the
Collateral Agent.




          (d) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
necessary to defend title to the Article 9 Collateral against all persons and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof
against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.










 



19




          (e) Each Grantor agrees, at its own expense, promptly to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such
actions as the Collateral Agent may from time to time reasonably request to obtain, preserve,
protect and perfect (to the extent that perfection can be achieved under any applicable law by such
filings and actions) the Security Interest and the rights and remedies created hereby, including
the payment of any fees and Taxes required in connection with the execution and delivery of this
Agreement, the granting of the Security Interest and the filing of any financing or continuation
statements (including fixture filings) or other documents in connection herewith or therewith. If
any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall
be or become evidenced by any promissory note or other instrument with a face amount in excess of
$1,000,000, such note or instrument shall be promptly pledged and delivered to the Collateral
Agent, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.




          Without limiting the generality of the foregoing, each Grantor hereby authorizes the
Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by
supplementing Schedule VI or adding additional schedules hereto to identify specifically any asset
or item of a Grantor that may, in the Collateral Agent’s reasonable judgment, constitute
Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right,
exercisable within 30 days after it has been notified by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of
the representations and warranties made by such Grantor hereunder with respect to such Collateral.
Each Grantor agrees that it will use its commercially reasonable efforts to take such action as
shall be necessary, and which the Collateral Agent may from time to time reasonably request, in
order that all representations and warranties hereunder shall be true and correct in all material
respects with respect to such Collateral within 45 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral and any such request.




          (f) The Collateral Agent and such persons as the Collateral Agent may designate shall have the
right to inspect, subject to a reasonable prior notice to each Grantor, the Article 9 Collateral,
all records related thereto (and to make extracts and copies from such records) and the premises
upon which any of the Article 9 Collateral is located, to discuss the applicable Grantor’s affairs
with the officers of such Grantor and its independent accountants and to verify the existence,
validity, amount, quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including, in the case of Accounts or other Article 9 Collateral in
the possession of any third person, after the occurrence and during the continuance of an Event of
Default, by contacting Account Debtors or the third person possessing such Article 9 Collateral for
the purpose of making such a verification, subject in each case to the requirements of applicable
law, including healthcare laws, data privacy and third party confidentiality obligations all at the
expense of the Borrower; provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only one such visit during any fiscal year shall be at the
Borrower’s expense. The Collateral Agent shall have the absolute










 



20



right to share any information it gains from such inspection or verification with any Secured
Party, subject in each case to the requirements of applicable law, including healthcare laws, data
privacy and third party confidentiality obligations.




          (g) At its option, upon the occurrence and during the continuation of a Default or an Event of
Default, the Collateral Agent may with five Business Days’, prior written notice to the relevant
Grantor discharge past due Taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted
pursuant to Section 5.03 or Section 6.02 of the Credit Agreement, and may pay for the maintenance
and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required
by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent within five Business Days after written demand for any reasonable
payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing
any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Loan Documents.




          (h) If at any time any Grantor shall take a security interest in any property of an Account
Debtor or any other person valued in excess of $1,000,000 to secure payment and performance of an
Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the
ratable benefit of the Secured Parties. Such assignment need not be filed of public record unless
necessary to continue the perfected status of the security interest against creditors of and
transferees from the Account Debtor or other person granting the security interest.




          (i) Except to the extent otherwise expressly agreed by the Collateral Agent, each Grantor
shall remain liable to observe and perform all the conditions and obligations to be observed and
performed by it under each contract, agreement or instrument relating to the Article 9 Collateral,
all in accordance with the terms and conditions thereof, and each Grantor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and
against any and all liability for such performance in accordance with Section 7.06 of this
Agreement.




          (j) No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the
Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral or
permit any notice to be filed under the Assignment of Claims Act, except, in each case, as
expressly permitted by Section 6.02 of the Credit Agreement. No Grantor shall make or permit to be
made any transfer of the Article 9 Collateral, except as permitted by the Credit Agreement.




          (k) No Grantor will, without the Collateral Agent’s prior written consent, grant any
extension of the time of payment of any Accounts included in the Article 9










 



21



Collateral, compromise, compound or settle the same for less than the full amount thereof (unless
the aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of
$5,000,000), release, wholly or partly, any person liable for the payment thereof (unless the
aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of
$5,000,000) or allow any credit or discount whatsoever thereon (unless the aggregate amount of
such compromised or settled Accounts in any fiscal year is not in excess of $5,000,000), other than
extensions, credits, discounts, compromises, compoundings or settlements in each case granted or
made in the ordinary course of business.




          (l) Each Grantor, at its own expense, shall maintain or cause to be maintained insurance
covering physical loss or damage to the Inventory and Equipment in accordance with the requirements
set forth in Section 5.02 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the
occurrence and during the continuance of an Event of Default, of making, settling and adjusting
claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such
Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies
of insurance and for making all determinations and decisions with respect thereto (provided that
the Collateral Agent shall give five Business Days’ prior written notice to such Grantor prior to
exercising its rights in such capacity). In the event that any Grantor at any time or times shall
fail to obtain or maintain any of the policies of insurance required hereby or under the Credit
Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may,
without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or
Event of Default, in its sole reasonable discretion, upon notice to the Grantors, obtain and
maintain such policies of insurance and pay such premium and take any other actions with respect
thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral
Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs,
out-of-pocket expenses and other charges relating thereto, shall be payable, within five Business
Days of written demand (accompanied by supporting documentation therefor in reasonable detail) by
the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.




          SECTION 4.04. Other Actions. In order to further insure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the
Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take
the following actions with respect to the following Article 9 Collateral:





          (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments
(other than (x) any Instruments in an amount no greater than $1,000,000 and (y) any
Instruments representing loans or advances permitted under Section 6.04(c) of the Credit
Agreement, to the extent such Instruments represent Indebtedness excluded from the
requirements of subclause (ii) of such Section, that have not been pledged hereunder,
such Grantor shall forthwith









 



22



endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated
instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent
may from time to time reasonably request.




          (b) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any material Electronic Chattel Paper or any
material “transferable record”, as that term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic
Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the
Collateral Agent thereof and, at the reasonable request of the Collateral Agent, shall take such
action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under
New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section
16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such
transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will
arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such
procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make
alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section
9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in
control to allow without loss of control, unless an Event of Default has occurred and is continuing
or would occur after taking into account any action by such Grantor with respect to such Electronic
Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated
to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face
amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel
Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.




          (c) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of
credit with a face amount exceeding $2,000,000 now or hereafter issued in favor of such Grantor,
such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of
the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing
under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee
beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the
proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless
an Event of Default has occurred or is continuing.









 



23



          (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 likely to become
abandoned, lost or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, United States Copyright Office or any
court or similar office of any country) regarding such Grantor’s ownership of any such Patent,
Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.




          (e) If any Grantor, either itself or through any agent, employee, licensee or designee, files
an application for any Patent, Trademark or Copyright (or for the registration of any Trademark
or Copyright) with the United States Patent and Trademark










 



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Office, United States Copyright Office or any office or agency in any political subdivision of the
United States, the Grantor shall so notify the Collateral Agent, and, upon request of the
Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and
papers as the Collateral Agent may reasonably request to evidence the Security Interest in such
Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its
attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed.




          (f) Each Grantor will take all necessary steps that are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States, to maintain and pursue
each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain
the relevant grant or registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including
timely filings of applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.




          (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.




ARTICLE V




Remedies




          SECTION 5.01. Remedies Upon Default.
 Upon the occurrence and during the continuance of an
Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent
on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all
the following actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to
become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the
applicable Grantor to the Collateral










 



25



Agent, or to license or sublicense, whether general, special or otherwise, and whether on an
exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine (other than in violation
of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b)
with or without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and without liability for trespass to enter any premises
where the Article 9 Collateral may be located for the purpose of taking possession of or removing
the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party
under the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the
requirements of applicable law, including any applicable healthcare laws, to sell or otherwise
dispose of all or any part of the Collateral at a public or private sale or at any broker’s board
or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent
and agree that they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the
property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor
hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which
such Grantor now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.




          The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.
The Collateral Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent until the










 



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sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur
any liability in case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable
law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all
said rights being also hereby waived and released to the extent permitted by applicable law), the
Collateral or any part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to any Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a
sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject
thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. To the fullest
extent permitted under applicable law, any sale pursuant to the provisions of this Section 5.01
shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions.




          SECTION 5.02. Application of Proceeds. If an Event of Default shall have occurred and is
continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or
other realization upon any Collateral, including any Collateral consisting of cash, as follows:





     FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by
the Administrative Agent or the Collateral Agent (in their respective capacities as such
hereunder or under any other Loan Document) in connection with such collection, sale,
foreclosure or realization or otherwise in connection with this Agreement, any other Loan
Document or any of the Obligations, including all court costs and the fees and expenses of
its agents and legal counsel, the repayment of all advances made by the Administrative
Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of
any Grantor and any other reasonable out-of-pocket costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any other Loan
Document;




     SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so
applied to be distributed between or among the Administrative Agent, the Swingline Lender
and any Issuing Bank pro rata in accordance with









 



27



the amounts of Unfunded Advances/Participations owed to them on the date of any such
distribution);




     THIRD, to the payment in full of all other Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the
Obligations owed to them on the date of any such distribution);




     FOURTH, to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.




          SECTION 5.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at
such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to the Grantors), to use, license or
sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and including in such
license access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof. The use of such
license by the Collateral Agent may be exercised, at the option of the Collateral Agent, and shall
be effective only upon the occurrence and during the continuation of an Event of Default;
provided, however, that any license, sublicense or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any
subsequent cure of an Event of Default.




          SECTION 5.04. Securities Act, Etc. In view of the position of the Grantors in relation to the
Pledged Collateral, or because of other current or future circumstances, a question may arise
under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being called the “Federal Securities Laws”) with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that
compliance with the Federal Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the
Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly,










 



28



there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state
securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in
light of such restrictions and limitations the Collateral Agent may, with respect to any sale of
the Pledged Collateral, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such
restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) to the
fullest extent permitted by applicable Federal Securities Laws, may proceed to make such a sale
whether or not a registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws and (b) may approach and
negotiate with a limited number of potential purchasers (including a single potential purchaser) to
effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a public sale without such
restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or
liability for selling all or any part of the Pledged Collateral at a price that the Collateral
Agent, in its sole and absolute discretion, may in good 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 Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.




          SECTION 6.02. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”)
agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor
hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to
any Security Document to satisfy any Obligation owed to any Secured Party, and such other
Guarantor (the “Claiming










 



29



Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01,
the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the
amount of such payment or (ii) the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming
Guarantor under Section 6.01 to the extent of such payment.




          SECTION 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the payment in full in cash of the Obligations (other than contingent
indemnification obligations for which no claim has been made). No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other
payments required under applicable law or otherwise) shall in any respect limit the obligations
and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor
shall remain liable for the full amount of its obligations hereunder.




          (b) The Borrower and each Guarantor hereby agree that all Indebtedness and other monetary
obligations owed by it to the Borrower or any Subsidiary shall be fully subordinated to the
payment in full in cash of the Obligations; provided that, as long as no Event of Default shall
have occurred and be continuing, nothing in this Section 6.03(b) shall prohibit any payments or
distributions permitted by the Credit Agreement.




ARTICLE VII




Miscellaneous




          SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to
it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.




          SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the
Security Interest, the grant of a security interest in the Pledged Collateral and all obligations
of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with
respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of,
all or any of










 



30



the Obligations, or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument relating to the
foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or
this Agreement.




          SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive
the execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or Issuing Bank or on their
behalf and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended under the Credit Agreement, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under any
Loan Document is outstanding and unpaid or the aggregate L/C Exposure does not equal zero (except
for outstanding Letters of Credit subject to arrangements satisfactory to the Administrative Agent
and the Issuing Bank) and so long as the Commitments have not expired or terminated.




          SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to
any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral
Agent and their respective permitted successors and assigns, and shall inure to the benefit of
such Loan Party, the Collateral Agent and the other Secured Parties and their respective
successors and permitted assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated or permitted by this
Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with
respect to each Loan Party and may be amended, modified, supplemented, waived or released with
respect to any Loan Party without the approval of any other Loan Party and without affecting the
obligations of any other Loan Party hereunder.




          SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and permitted
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and permitted assigns.










 



31




          SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification.
(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its
expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.




          (b) Without limitation or duplication of its indemnification obligations under the other Loan
Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the
other indemnitees against, and hold each indemnitee harmless from, any and all losses, claims,
damages, liabilities, penalties and related reasonable out of pocket expenses, including the
reasonable fees, charges and disbursements of any one counsel in each relevant jurisdiction (and
any such additional counsel, if necessary, as a result of actual or potential conflicts of
interest) for all indemnitees, incurred by or asserted against any indemnitee arising out of, in
any way connected with, or as a result of, the execution, delivery or performance of this Agreement
or any agreement or instrument contemplated hereby or any claim, litigation, investigation or
proceeding relating to any of the foregoing or to the Collateral, regardless of whether any
indemnitee is a party thereto or whether initiated by a third party or by a Loan Party or any
Affiliate thereof; provided, however, that such indemnity shall not, as to any indemnitee, be
available to the extent that such losses, claims, damages, liabilities, penalties or related
expenses are determined by a court of competent jurisdiction by final judgment to have resulted
from the gross negligence or wilful misconduct of such indemnitee. To the extent permitted by
applicable law, neither any Grantor nor the Collateral Agent shall assert, and each Grantor and the
Collateral Agent hereby waives any claim against any indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of
proceeds thereof.




          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any
other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any
of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement
or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 7.06 shall be payable within 30 days
after written demand therefor and shall bear interest, on and from the date of demand, at the rate
specified in Section 2.06(a) of the Credit Agreement.




          SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the
Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in the Collateral
Agent’s name or in the name of such










 



32



Grantor (provided, that to the extent written notice is not required hereunder, the Collateral
Agent shall use commercially reasonable efforts to provide notice to such Grantor, though its
rights hereunder are not conditioned thereon) (a) to receive, endorse, assign and/or deliver any
and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to
the Collateral or any part thereof, (b) upon three Business Days’ prior written notice to such
Grantor, to demand, collect, receive payment of, give receipt for and give discharges and releases
of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or 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.




          SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Collateral Agent, the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by










 



33



paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank
may have had notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or demand in
similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent (acting at
the direction, or with the consent, of the Required Lenders) and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.08 of the Credit Agreement.




          SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.10.




          SECTION 7.11. Severability. In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.




          SECTION 7.12. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 7.04. Delivery of an executed










 



34



signature page to this Agreement by facsimile transmission or electronic transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement.




          SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or Federal court of the United States of America, sitting
in New York City, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral
Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any Grantor or
its properties in the courts of any jurisdiction.




          (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.




          (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner
provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party hereto to serve process in any other manner permitted by law.




          SECTION 7.15. Termination or Release. (a) This Agreement, the guarantees made herein, the
Security Interest, the pledge of the Pledged Collateral and all other security interests granted
hereby shall automatically terminate and be released when all the Obligations (other than
contingent indemnification obligations for which no claim has been made) have been paid in full
in cash and the Lenders have no further commitment to lend under the Credit Agreement, the
aggregate L/C Exposure has been reduced to zero (or the only outstanding Letters of Credit have
become subject to arrangements reasonably satisfactory to the Administrative Agent and the
Issuing Bank)










 



35



and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit
Agreement.




          (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder
and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall
be automatically released upon the consummation of any transaction permitted by the Credit
Agreement (or consented to in writing pursuant to Section 9.08 of the Credit Agreement) as a result
of which such Subsidiary Guarantor ceases to be a Subsidiary, or in accordance with Section 9.09(c)
of the Credit Agreement.




          (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement to any person that is not the Borrower or a Guarantor (including any Permitted
Receivables Transaction or Permitted Securitization Transaction), or, upon the effectiveness of any
written consent to the release of the Security Interest granted hereby in any Collateral pursuant
to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be
automatically released.




          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above,
the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense,
all Uniform Commercial Code termination statements and similar documents that such Grantor shall
reasonably request to evidence such termination or release, and all assignments or other
instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and
interests in any relevant Intellectual Property as may have been assigned to the Collateral Agent
and/or its designees, subject to any disposition thereof that may have been made by the Collateral
Agent and/or its designees in accordance with the terms of this Agreement, and all rights and
license granted to the Collateral Agent and/or its designees in or to any such Intellectual
Property pursuant to this Agreement shall automatically and immediately terminate and all
rights shall automatically and immediately revert to such Grantor. Any execution and delivery of
documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty
by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the
Borrower shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses,
including the reasonable fees, charges and expenses of counsel, incurred by it in connection with
any action contemplated by this Section 7.15.




          SECTION 7.16. Additional Subsidiaries. Any Subsidiary that is required to become a party
hereto pursuant to Section 5.12 of the Credit Agreement shall enter into this Agreement as a
Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution and delivery by
the Collateral Agent and such Subsidiary of a supplement in the form of Exhibit A hereto, such
Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and
effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and
delivery of any such instrument shall not require the consent of any other Loan Party hereunder.
The rights and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement.










 



36




          SECTION 7.17. Right of Setoff. If an Event of Default shall have occurred and is continuing,
each Secured Party and its Affiliates hereby are authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all Collateral (including any
deposits (general or special, time or demand, provisional or final (other than tax accounts, trust
accounts or payroll accounts))) at any time held and other obligations at any time owing by such
Secured Party or any of its Affiliates to or for the credit or the account of any Grantor against
any and all of the obligations of such Grantor now or hereafter existing under this Agreement and
the other Loan Documents held by such Secured Party, provided that at such time such obligations
are due or payable. The rights of each Secured Party and its Affiliates under this Section 7.17 are
in addition to other rights and remedies (including other rights of setoff) which such Secured
Party or its Affiliates may have. The applicable Lender shall notify such Grantor and the
Collateral Agent of any such setoff and application made by such Lender, provided that any failure
to give or any delay in giving such notice shall not affect the validity of any such setoff and
application under this Section.




[Remainder of page intentionally left blank]










 



 


          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written.




	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.,

 	 
	 	     by  	
 	 
	 


	 	  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	COMMUNITY HEALTH SYSTEMS, INC., 

 	 
	 	     by  	
 	 
	 


	 	  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 









 



 

	 	 	 	 	 



	 	 	 	 	 
	 	CHS HOLDINGS CORP.,
 	 
	 


	 	     by  	
 	 
	 


	 	  	/s/ Kathleen Fritz
 	 
	 	 	Name:  	Kathleen Fritz 	 
	 	 	Title:  	President 	 
	 
	 	HALLMARK HOLDINGS CORP.,
 	 
	 


	 	     by  	
 	 
	 


	 	  	/s/ Kathleen Fritz
 	 
	 	 	Name:  	Kathleen Fritz 	 
	 	 	Title:  	President 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE II
 HERETO,

 	 
	 	     by  	
 	 
	 


	 	  	/s/ James W. Doucette
 	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,

 	 
	 	     by  	
 	 
	 


	 	  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:         	Managing Director	 
	 
	 	     by  	
 	 
	 


	 	  	                  /s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 










 



 

	 	 	 	 	 




Exhibit A to the Guarantee and




Collateral Agreement






     SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], 200[•]
to the Guarantee and Collateral Agreement dated as of July 25,
2007 (the “Guarantee and Collateral Agreement”), among
CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the
“Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware
corporation (“Parent”), each Subsidiary from time to time party
thereto (each such Subsidiary individually a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”; the
Subsidiary Guarantors, the Borrower and Parent are referred to
collectively herein as the “Grantors”) and CREDIT SUISSE (together
with its affiliates, “Credit Suisse”), as administrative agent and
as collateral agent (in such capacity, the “Collateral Agent”) for
the Secured Parties (as defined therein).



          A. Reference is made to the Credit Agreement dated as of July 25, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Parent, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse, as
administrative agent for the Lenders and as Collateral Agent.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred
to therein, as applicable.




          C. The Grantors have entered into the Guarantee and Collateral Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of
the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary
Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become
a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to
induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit previously issued.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New
Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee
and Collateral Agreement with the same force










 



A-2



and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral
Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor
thereunder are true and correct in all material respects on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in
full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and
Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary
Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New
Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms.




          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when taken together,
bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executed
signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement.




          SECTION 4. The New Subsidiary hereby represents and warrants that as of the date hereof (a)
set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity
Interests and Pledged Debt Securities now owned by the New Subsidiary and required to be pledged
under the Guarantee and Collateral Agreement and (ii) any and all Intellectual Property now owned
by the New Subsidiary and that would have been required to be listed on Schedule V to the
Guarantee and Collateral Agreement on the Closing Date and (b) set forth under its signature
hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of
organization.




          SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement
shall remain in full force and effect.




          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.










 



A-3




          SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall
not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity
of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.




          SECTION 8. All communications and notices hereunder shall (except as otherwise expressly
permitted by the Guarantee and Collateral Agreement) be in writing and given as provided in
Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New
Subsidiary shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit
Agreement.




          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of one counsel for the Collateral Agent in each relevant jurisdiction.










 



A-4




          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, CAYMAN ISLANDS BRANCH, as Collateral Agent,
	 
	 	 	 	 
	 

	 	     by	 	 
	 


	 

	 	 	 	 
	 

	 	 	 	Name:
	 


	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	     by	 	 
	 


	 

	 	 	 	 
	 

	 	 	 	Name:
	 


	 

	 	 	 	Title:







 











 





Schedule I to the Guarantee and

Collateral Agreement




EXACT LEGAL NAMES AND OTHER INFORMATION




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

	 	Centre Hospital
Corporation
	 	AL
	 	Do not issue
	 	Community Health Systems

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.

	 	Cullman Hospital
Corporation
	 	AL
	 	Do not issue
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	3.

	 	Foley Hospital
Corporation
	 	AL
	 	Do not issue
	 	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
	4.

	 	Fort Payne Hospital
Corporation
	 	AL
	 	Do not issue
	 	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
	5.

	 	Greenville Hospital
Corporation
	 	AL
	 	Do not issue
	 	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
	6.

	 	Forrest City Arkansas
Hospital Company,
LLC
	 	AR
	 	Do not issue
	 	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
	 	Do not issue
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	9.

	 	Phillips Hospital
Corporation
	 	AR
	 	Do not issue
	 	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
	10.

	 	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
	11.

	 	Chesterfield/Marlboro,
L.P.
	 	DE
	 	 	2484564	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 Chesterfield General Hospital

Highway 9 West

(P.O. Box 151)

Cheraw, SC 29520


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	12.

	 	CHHS Holdings, LLC
	 	DE
	 	 	3914324	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	13.

	 	CHS/Community
Health Systems, Inc.
	 	DE
	 	 	2057824	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	14.

	 	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
	15.

	 	Community GP Corp.
	 	DE
	 	 	2642128	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	16.

	 	Community Health

Investment
Corporation
	 	DE
	 	 	2066922	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	17.

	 	Community Health
Systems, Inc.
	 	DE
	 	 	2631063	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	18.

	 	Community LP Corp.
	 	DE
	 	 	2642129	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	19.

	 	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
	20.

	 	FWCT-1 Acquisition

Corporation
	 	DE
	 	 	4316066	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	21.

	 	Hallmark Healthcare

Corporation
	 	DE
	 	 	924764	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	22.

	 	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
	23.

	 	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
	24.

	 	National Healthcare of
Cleveland, Inc.
	 	DE
	 	 	2093362	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	SkyRidge Medical Center (includes

Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	25.

	 	National Healthcare of
Cullman, Inc.
	 	DE
	 	 	2091881	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Woodland Medical Center

1910 Cherokee Avenue S.W.

Cullman, AL 35055


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	26.

	 	National Healthcare of
Decatur, Inc.
	 	DE
	 	 	2091878	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Parkway Medical Center

1874 Beltline Rd., SW  (P.O. Box
2211)

Decatur, AL 35601


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	27.

	 	National Healthcare of
Hartselle, Inc.
	 	DE
	 	 	2091884	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Hartselle Medical Center

201 Pine St. N.W. (P.O. Box 969)

Hartselle, AL 35640


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	28.

	 	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
	29.

	 	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
	30.

	 	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
	31.

	 	 NWI Hospital
Holdings, LLC
	 	DE
	 	 	4296745	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	32.

	 	Pennsylvania Hospital

Company, LLC
	 	DE
	 	 	3657509	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin,
TN 37067
	 	N/A
	33.

	 	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
	34.

	 	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

	35.

	 	Ruston Hospital

Corporation
	 	DE
	 	 	4270743	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A






 









 





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

	 	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
	37.

	 	Webb Hospital

Corporation
	 	DE
	 	 	3695172	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	38.

	 	Webb Hospital

Holdings, LLC
	 	DE
	 	 	3695131	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	39.

	 	Fannin Regional
Hospital, Inc.
	 	GA
	 	 	K118117	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Fannin Regional Hospital

2855 Old Highway 5, North

Blue Ridge, GA 30513


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	40.

	 	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
	41.

	 	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
	42.

	 	Granite City Hospital

Corporation
	 	IL
	 	 	61746633	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	43.

	 	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
	44.

	 	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






 









 





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

	 	Red Bud Hospital

Corporation
	 	IL
	 	 	61627014	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	46.

	 	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
	47.

	 	Waukegan Hospital

Corporation
	 	IL
	 	 	64625918	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	 N/A
	48.

	 	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
	49.

	 	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
	50.

	 	Hospital of Louisa,
Inc.
	 	KY
	 	 	314079	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Three Rivers Medical Center

Highway 644 (P.O. Box 769)

Louisa, KY 41230


Professional Account Services,
Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	51.

	 	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
	52.

	 	Ruston Louisiana

Hospital Company,

LLC
	 	LA
	 	 	36336245Q	 	 	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	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	53.

	 	Farmington Hospital
Corporation
	 	MO
	 	 	735137	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	54.

	 	Farmington Missouri
Hospital Company,
LLC
	 	MO
	 	LC0735224
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067

	 	Mineral Area Regional Medical
Center

1212 Weber Road

Farmington, MO 63640


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	55.

	 	Kirksville Hospital
Corporation
	 	MO
	 	 	484292	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067

	 	N/A
	56.

	 	Moberly Hospital, Inc.
	 	MO
	 	 	385375	 	 	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
	57.

	 	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
	58.

	 	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
	59.

	 	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
	60.

	 	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






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	61.

	 	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
	62.

	 	CHS Holdings Corp.
	 	NY
	 	Do not issue
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	63.

	 	Hallmark Holdings
Corp.
	 	NY
	 	Do not issue
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	64.

	 	Kay County Hospital
Corporation
	 	OK
	 	Do not issue
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	65.

	 	Kay County
Oklahoma Hospital
Company, LLC
	 	OK
	 	Do not issue
	 	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
	66.

	 	CHS Berwick Hospital
Corporation
	 	PA
	 	 	2835298	 	 	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
	67.

	 	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
	68.

	 	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
	69.

	 	Northampton Hospital
Corporation
	 	PA
	 	 	3010288	 	 	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	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	70.

	 	Sunbury Hospital
Corporation
	 	PA
	 	 	3328572	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Sunbury Community Hospital

350 N. Eleventh Street (P. O. Box
737)
 Sunbury, PA 17801


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	71.

	 	West Grove Hospital
Corporation
	 	PA
	 	 	3014071	 	 	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
	72.

	 	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
	73.

	 	Cleveland Hospital
Corporation
	 	TN
	 	 	289046	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	74.

	 	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

	75.

	 	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
	76.

	 	Jackson Hospital
Corporation
	 	TN
	 	 	435834	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	77.

	 	Jackson, Tennessee
Hospital Company,
LLC
	 	TN
	 	 	435835	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Regional Hospital of Jackson

367 Hospital Blvd.

Jackson, TN 38305


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	78.

	 	Lakeway Hospital

Corporation
	 	TN
	 	278113	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	79.

	 	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
	80.

	 	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
	81.

	 	McKenzie Hospital

Corporation
	 	TN
	 	435831	 	 	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
	82.

	 	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
	83.

	 	Shelbyville Hospital

Corporation
	 	TN
	 	494640	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Bedford County Medical

845 Union Street

Shelbyville, TN 37160


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	84.

	 	Sparta Hospital

Corporation
	 	TN
	 	287819	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	White County Community Hospital

401 Sewell Road

Sparta, TN 38583


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027






 









 






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

	 	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
	86.

	 	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
	87.

	 	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
	88.

	 	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
	89.

	 	NHCI of Hillsboro,

Inc.
	 	TX
	 	100552700	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Hill Regional Hospital

101 Circle Drive

Hillsboro, TX 76645


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	90.

	 	Weatherford Hospital
Corporation
	 	 TX
	 	800718212	 	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	91.

	 	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






 









 






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

	 	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
	93.

	 	Emporia Hospital

Corporation
	 	VA
	 	No Record
	 	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
	94.

	 	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
	95.

	 	Petersburg Hospital

Company, LLC
	 	VA
	 	S096843-0
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Southside Regional Medical Center

801 South Adams Street

Petersburg, VA 23803


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	96.

	 	Russell County

Medical Center, Inc.
	 	VA
	 	0379489-8
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	Russell County Medical Center

58 Carroll Street

Lebanon, VA 24266


Professional Account Services, Inc.

7000 Commerce Way, Suite 100

Brentwood, TN 37027
	97.

	 	Virginia Hospital

Company, LLC
	 	VA
	 	S097163-2
	 	Community Health Systems

4000 Meridian Blvd.

Franklin, TN 37067
	 	N/A
	98.

	 	Oak Hill Hospital

Corporation
	 	WV
	 	Do not issue
	 	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






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	99.

	 	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






TRIAD GUARANTORS




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

	 	QHG of Enterprise, Inc.
	 	AL
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	2.

	 	QHG of Jacksonville, Inc.
	 	AL
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	3.

	 	QHG of Springdale, Inc.
	 	AR
	 	100163444	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	4.

	 	Triad-El Dorado, Inc.
	 	AR
	 	100129067	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	5.

	 	Abilene Hospital, LLC
	 	DE
	 	3561884	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	6.

	 	Abilene Merger, LLC
	 	DE
	 	3561879	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	7.

	 	Arizona DH, LLC
	 	DE
	 	3249754	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	8.

	 	ARMC, LP
	 	DE
	 	3561898	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	9.

	 	Birmingham Holdings, LLC
	 	DE
	 	4014204	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	10.

	 	Bluffton Health System, LLC
	 	DE
	 	3089523	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	11.

	 	Brownwood Hospital, L.P.
	 	DE
	 	2967928	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	12.

	 	Brownwood Medical Center, LLC
	 	DE
	 	2964283	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	13.

	 	Carlsbad Medical Center, LLC
	 	DE
	 	2964276	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	14.

	 	Claremore Regional Hospital, LLC
	 	DE
	 	2955684	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	15.

	 	Clarksville Holdings, LLC
	 	DE
	 	4014187	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	16.

	 	College Station Hospital, L.P.
	 	DE
	 	2967943	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	17.

	 	College Station Medical Center,
LLC
	 	DE
	 	2964215	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	18.

	 	College Station

Merger, LLC
	 	DE
	 	3000998	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	19.

	 	CP Hospital GP, LLC
	 	DE
	 	4072307	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	20.

	 	CPLP, LLC
	 	DE
	 	4072308	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	21.

	 	Crestwood Hospital LP, LLC
	 	DE
	 	2964362	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	22.

	 	Crestwood Hospital, LLC
	 	DE
	 	3000931	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	23.

	 	CSMC, LLC
	 	DE
	 	2964231	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	24.

	 	CSRA Holdings, LLC
	 	DE
	 	4180039	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	25.

	 	Deaconess Holdings, LLC
	 	DE
	 	2575694	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	26.

	 	Deaconess Hospital Holdings, LLC
	 	DE
	 	3931158	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	27.

	 	Desert Hospital Holdings, LLC
	 	DE
	 	4272332	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	28.

	 	Detar Hospital, LLC
	 	DE
	 	2947802	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	29.

	 	Dukes Health System, LLC
	 	DE
	 	3575662	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	30.

	 	Gadsden Regional Medical Center, LLC
	 	DE
	 	4275573	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	31.

	 	Greenbrier VMC, LLC
	 	DE
	 	3249745	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	32.

	 	GRMC Holdings, LLC
	 	DE
	 	4272335	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	33.

	 	Hobbs Medco, LLC
	 	DE
	 	3000933	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	34.

	 	Las Cruces Medical Center, LLC
	 	DE
	 	3306969	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	35.

	 	Lea Regional Hospital, LLC
	 	DE
	 	2964402	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	36.

	 	Longview Merger, LLC
	 	DE
	 	3000918	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	37.

	 	LRH, LLC
	 	DE
	 	2964430	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	38.

	 	Lutheran Health Network of Indiana, LLC
	 	DE
	 	2964221	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	39.

	 	Massillon Health System, LLC
	 	DE
	 	2662406	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	40.

	 	Medical Center of Brownwood, LLC
	 	DE
	 	2964442	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	41.

	 	MMC of Nevada, LLC
	 	DE
	 	3540578	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	42.

	 	Navarro Hospital, L.P.
	 	DE
	 	2964396	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	43.

	 	Navarro Regional, LLC
	 	DE
	 	2964393	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	44.

	 	NRH, LLC
	 	DE
	 	2964428	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	45.

	 	Oregon Healthcorp, LLC
	 	DE
	 	3000990	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	46.

	 	Palmer-Wasilla Health System, LLC
	 	DE
	 	2964382	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	47.

	 	Quorum Health Resources, LLC
	 	DE
	 	2908225	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	48.

	 	Regional Hospital of Longview, LLC
	 	DE
	 	2964549	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	49.

	 	Russellville Holdings, LLC
	 	DE
	 	3000959	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	50.

	 	SACMC, LLC
	 	DE
	 	2964570	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	51.

	 	San Angelo Community Medical
Center, LLC
	 	DE
	 	2964587	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	52.

	 	San Angelo Hospital, L.P.
	 	DE
	 	2964591	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	53.

	 	San Angelo Medical, LLC
	 	DE
	 	3001078	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	54.

	 	Southern Texas Medical Center, LLC
	 	DE
	 	3001009	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	55.

	 	St. Joseph Health System, LLC
	 	DE
	 	2909376	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	56.

	 	Tennyson Holdings, Inc.
	 	DE
	 	4075793	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	57.

	 	Triad Holdings III, LLC
	 	DE
	 	3037153	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	58.

	 	Triad Holdings IV, LLC
	 	DE
	 	2984727	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	59.

	 	Triad Holdings V, LLC
	 	DE
	 	2226797	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	60.

	 	Triad Hospitals, Inc.
	 	DE
	 	3035153	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	61.

	 	Triad of Alabama, LLC
	 	DE
	 	2964867	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	62.

	 	Triad of Oregon, LLC
	 	DE
	 	2969100	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	63.

	 	Triad-ARMC, LLC
	 	DE
	 	3561894	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	64.

	 	Triad-Denton Hospital GP, LLC
	 	DE
	 	3249751	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	65.

	 	Triad-Denton Hospital, L.P.
	 	DE
	 	3249752	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	66.

	 	Triad-Navarro

Regional Hospital

Subsidiary, LLC
	 	DE
	 	3036964	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	67.

	 	VHC Medical, LLC
	 	DE
	 	3001003	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	68.

	 	Vicksburg Healthcare, LLC
	 	DE
	 	2939229	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	69.

	 	Victoria Hospital, LLC
	 	DE
	 	2948658	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	70.

	 	Victoria of Texas, L.P.
	 	DE
	 	2949026	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	71.

	 	WHMC, LLC
	 	DE
	 	2964658	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	72.

	 	Willamette Valley

Medical Center, LLC
	 	DE
	 	2964656	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	73.

	 	Women & Children’s

Hospital, LLC
	 	DE
	 	2964655	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	74.

	 	Woodland Heights

Medical Center, LLC
	 	DE
	 	2964611	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	75.

	 	Woodward Health

System, LLC
	 	DE
	 	2964411	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	76.

	 	QHG Georgia

Holdings, Inc.
	 	GA
	 	K815327	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	77.

	 	QHG Georgia, L.P.
	 	GA
	 	K815977	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	78.

	 	Frankfort Health

Partner, Inc.
	 	IN
	 	1997030055	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	79.

	 	IOM Health System, L.P.
	 	IN
	 	LP95090037
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	80.

	 	QHG of Bluffton, Inc.
	 	IN
	 	1999081562	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	81.

	 	QHG of Clinton County, Inc.
	 	IN
	 	1997020547	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	82.

	 	QHG of Fort Wayne, Inc.
	 	IN
	 	1995021818	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	83.

	 	QHG of Warsaw, Inc.
	 	IN
	 	1998122242	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	84.

	 	QHG of Forrest County, Inc.
	 	MS
	 	644555	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	85.

	 	QHG of Hattiesburg, Inc.
	 	MS
	 	644553	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	86.

	 	River Region Medical Corporation
	 	MS
	 	631781	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	87.

	 	NC-DSH, Inc.
	 	NV
	 	C11431-1993	 	 	 5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	88.

	 	QHG of Barberton, Inc.
	 	Ohio
	 	949250	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	89.

	 	QHG of Massillon, Inc.
	 	Ohio
	 	949249	 	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction	 	 	 	 	 	 	 	 
	 	 	 	 	of	 	Organizational	 	 	 	 
	 	 	Entity Name	 	Formation	 	ID’s	 	Chief Executive Office	 	Accounts Receivable
	90.

	 	SouthCrest, L.L.C.
	 	OK
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	91.

	 	Triad-South Tulsa

Hospital Company,
Inc.
	 	OK
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	92.

	 	QHG of South

Carolina, Inc.
	 	SC
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024
	93.

	 	QHG of Spartanburg,
Inc.
	 	SC
	 	Do not issue
	 	5800 Tennyson Parkway

Plano, Texas 75024
	 	5800 Tennyson Parkway

Plano, Texas 75024







 













 





Schedule II to the Guarantee and

Collateral Agreement




SUBSIDIARY GUARANTORS




1. Centre Hospital Corporation


2. Cullman Hospital Corporation


3. Foley Hospital Corporation


4. Fort Payne Hospital Corporation


5. Greenville Hospital Corporation


6. Forrest City Arkansas Hospital Company, LLC


7. Forrest City Clinic Company, LLC


8. Forrest City Hospital Corporation


9. Phillips Hospital Corporation


10. Payson Hospital Corporation


11. Chesterfield/Marlboro, L.P.


12. CHHS Holdings, LLC


13. Cleveland Regional Medical Center, L.P.


14. Community GP Corp.


15. Community Health Investment Corporation


16. Community LP Corp.


17. Fallbrook Hospital Corporation


18. FWCT-1 Acquisition Corporation


19. Hallmark Healthcare Corporation


20. Hospital of Barstow, Inc.


21. Lancaster Hospital Corporation


22. National Healthcare of Cleveland, Inc.


23. National Healthcare of Cullman, Inc.


24. National Healthcare of Decatur, Inc.


25. National Healthcare of Hartselle, Inc.


26. National Healthcare of Leesville, Inc.


27. National Healthcare of Mt. Vernon, Inc.


28. National Healthcare of Newport, Inc.


29. NWI Hospital Holdings, LLC


30. Pennsylvania Hospital Company, LLC


31. Phoenixville Hospital Company, LLC


32. Pottstown Hospital Company, LLC


33. Ruston Hospital Corporation


34. Watsonville Hospital Corporation


35. Webb Hospital Corporation


36. Webb Hospital Holdings, LLC


37. Fannin Regional Hospital, Inc.


38. Anna Hospital Corporation§


39. Galesburg Hospital Corporation


40. Granite City Hospital Corporation


41. Granite City Illinois Hospital Company, LLC


42. Marion Hospital Corporation




 









 





43. Red Bud Hospital Corporation


44. Red Bud Illinois Hospital Company, LLC


45. Waukegan Hospital Corporation


46. Waukegan Illinois Hospital Company, LLC


47. Hospital of Fulton, Inc.


48. Hospital of Louisa, Inc.


49. Jackson Hospital Corporation


50. Ruston Louisiana Hospital Company, LLC


51. Farmington Hospital Corporation


52. Farmington Missouri Hospital Company, LLC


53. Kirksville Hospital Corporation


54. Moberly Hospital, Inc.


55. Williamston Hospital Corporation


56. Salem Hospital Corporation


57. Deming Hospital Corporation


58. Roswell Hospital Corporation


59. San Miguel Hospital Corporation


60. CHS Holdings Corp.


61. Hallmark Holdings Corp.


62. Kay County Hospital Corporation


63. Kay County Oklahoma Hospital Company, LLC


64. CHS Berwick Hospital Corporation


65. Clinton Hospital Corporation


66. Coatesville Hospital Corporation


67. Northampton Hospital Corporation


68. Sunbury Hospital Corporation


69. West Grove Hospital Corporation


70. Brownsville Hospital Corporation


71. Cleveland Hospital Corporation


72. Dyersburg Hospital Corporation


73. Hospital of Morristown, Inc.


74. Jackson Hospital Corporation


75. Jackson, Tennessee Hospital Company, LLC


76. Lakeway Hospital Corporation


77. Lexington Hospital Corporation


78. Martin Hospital Corporation


79. McKenzie Hospital Corporation


80. McNairy Hospital Corporation


81. Shelbyville Hospital Corporation


82. Sparta Hospital Corporation


83. Big Bend Hospital Corporation


84. Big Spring Hospital Corporation


85. Granbury Hospital Corporation


86. Jourdanton Hospital Corporation


87. NHCI of Hillsboro, Inc.


88. Weatherford Hospital Corporation




 









 





89. Weatherford Texas Hospital Company, LLC


90. Tooele Hospital Corporation


91. Emporia Hospital Corporation


92. Franklin Hospital Corporation


93. Petersburg Hospital Company, LLC


94. Russell County Medical Center, Inc.


95. Virginia Hospital Company, LLC


96. Oak Hill Hospital Corporation


97. Evanston Hospital Corporation




1. QHG of Enterprise, Inc.


2. QHG of Jacksonville, Inc.


3. QHG of Springdale, Inc.


4. Triad-El Dorado, Inc.


5. Abilene Hospital, LLC


6. Abilene Merger, LLC


7. Arizona DH, LLC


8. ARMC, LP


9. Birmingham Holdings, LLC


10. Bluffton Health System, LLC


11. Brownwood Hospital, L.P.


12. Brownwood Medical Center, LLC


13. Carlsbad Medical Center, LLC


14. Claremore Regional Hospital, LLC


15. Clarksville Holdings, LLC


16. College Station Hospital, L.P.


17. College Station Medical Center, LLC


18. College Station Merger, LLC


19. CP Hospital GP, LLC


20. CPLP, LLC


21. Crestwood Hospital LP, LLC


22. Crestwood Hospital, LLC


23. CSMC, LLC


24. CSRA Holdings, LLC


25. Deaconess Holdings, LLC


26. Deaconess Hospital Holdings, LLC


27. Desert Hospital Holdings, LLC


28. Detar Hospital, LLC


29. Dukes Health System, LLC


30. Gadsden Regional Medical Center, LLC


31. Greenbrier VMC, LLC


32. GRMC Holdings, LLC


33. Hobbs Medco, LLC


34. Las Cruces Medical Center, LLC


35. Lea Regional Hospital, LLC


36. Longview Merger, LLC




 









 





37. LRH, LLC


38. Lutheran Health Network of Indiana, LLC


39. Massillon Health System, LLC


40. Medical Center of Brownwood, LLC


41. MMC of Nevada, LLC


42. Navarro Hospital, L.P.


43. Navarro Regional, LLC


44. NRH, LLC


45. Oregon Healthcorp, LLC


46. Palmer-Wasilla Health System, LLC


47. Quorum Health Resources, LLC


48. Regional Hospital of Longview, LLC


49. Russellville Holdings, LLC


50. SACMC, LLC


51. San Angelo Community Medical Center, LLC


52. San Angelo Hospital, L.P.


53. San Angelo Medical, LLC


54. Southern Texas Medical Center, LLC


55. St. Joseph Health System, LLC


56. Tennyson Holdings, Inc.


57. Triad Holdings III, LLC


58. Triad Holdings IV, LLC


59. Triad Holdings V, LLC


60. Triad Hospitals, Inc.


61. Triad of Alabama, LLC


62. Triad of Oregon, LLC


63. Triad-ARMC, LLC


64. Triad-Denton Hospital GP, LLC


65. Triad-Denton Hospital, L.P.


66. Triad-Navarro Regional Hospital Subsidiary, LLC


67. VHC Medical, LLC


68. Vicksburg Healthcare, LLC


69. Victoria Hospital, LLC


70. Victoria of Texas, L.P.


71. WHMC, LLC


72. Willamette Valley Medical Center, LLC


73. Women & Children’s Hospital, LLC


74. Woodland Heights Medical Center, LLC


75. Woodward Health System, LLC


76. QHG Georgia Holdings, Inc.


77. QHG Georgia, L.P.


78. Frankfort Health Partner, Inc.


79. IOM Health System, L.P.


80. QHG of Bluffton, Inc.


81. QHG of Clinton County, Inc.


82. QHG of Fort Wayne, Inc.




 









 





83. QHG of Warsaw, Inc.


84. QHG of Forrest County, Inc.


85. QHG of Hattiesburg, Inc.


86. River Region Medical Corporation


87. NC-DSH, Inc.


88. QHG of Barberton, Inc.


89. QHG of Massillon, Inc.


90. SouthCrest, L.L.C.


91. Triad-South Tulsa Hospital Company, Inc.


92. QHG of South Carolina, Inc.


93. QHG of Spartanburg, Inc.




 









 





Schedule III to the Guarantee
and 
Collateral Agreement




EQUITY INTERESTS




PLEDGED EQUITY SECURITIES




CHS GUARANTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	 	% of	 
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	 	Equity	 
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	 	Interest	 
	1.
	 	Centre Hospital Corporation	 	AL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	2.
	 	Cullman Hospital Corporation	 	AL	 	Hallmark Holdings Corp.	 	1 Common	 	35	 	 	100	%
	3.
	 	Foley Hospital Corporation	 	AL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	4.
	 	Fort Payne Hospital Corporation	 	AL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	5.
	 	Greenville Hospital Corporation	 	AL	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	 	100	%
	6.
	 	Forrest City Arkansas Hospital
Company, LLC	 	AR	 	Forrest City Hospital Corporation	 	Membership Interest	 	2	 	 	100	%
	7.
	 	Forrest City Clinic Company, LLC	 	AR	 	Forrest City Hospital Corporation	 	100% 
Membership Interest	 	1	 	 	100	%
	8.
	 	Forrest City Hospital Corporation	 	AR	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	9.
	 	Phillips Hospital Corporation	 	AR	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	10.
	 	Payson Hospital Corporation	 	AZ	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	11.
	 	Chesterfield/Marlboro, L.P.	 	DE	 	Community LP Corp.	 	Uncertificated	 	N/A	 	 	99.5	%
	 
	 	 	 	 	 	Community GP Corp.	 	Uncertificated	 	N/A	 	 	0.5	%
	12.
	 	CHHS Holdings, LLC	 	DE	 	Hallmark Healthcare Corporation	 	1.0%
 Membership Interest	 	2	 	 	1	%
	 
	 	 	 	 	 	Pennsylvania Hospital Company, LLC	 	99.0%
 Membership Interest	 	1	 	 	99	%
	13.
	 	CHS/Community Health Systems, Inc.	 	DE	 	Community Health Systems, Inc.	 	1,000 Common	 	2	 	 	100	%
	14.
	 	Cleveland Regional Medical	 	DE	 	Community LP Corp.	 	Uncertificated	 	N/A	 	 	99.5	%
	 
	 	Center, L.P.	 	 	 	Community GP Corp.	 	Uncertificated	 	N/A	 	 	0.5	%
	15.
	 	Community GP Corp.	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	 	100	%
	16.
	 	Community Health Investment Corporation	 	DE	 	Community Health Systems, Inc.	 	1,290 Common	 	2	 	 	100	%
	17.
	 	Community LP Corp.	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	 	100	%
	18.
	 	Fallbrook Hospital Corporation	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	19.
	 	Hallmark Healthcare Corporation	 	DE	 	Community Health Systems, Inc.	 	10,000 Common	 	2	 	 	100	%







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	20.
	 	Hospital of Barstow, Inc.	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	 	100	%
	21.
	 	Lancaster Hospital Corporation	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	3	 	 	100	%
	22.
	 	National Healthcare of Cleveland, Inc.	 	DE	 	Cleveland Hospital Corporation	 	1,000 Common	 	5	 	 	100	%
	23.
	 	National Healthcare of Cullman, Inc.	 	DE	 	Cullman Hospital Corporation	 	1,000 Common	 	4	 	 	100	%
	24.
	 	National Healthcare of Decatur, Inc.	 	DE	 	Hallmark Holdings Corp.	 	1,000 Common	 	3	 	 	100	%
	25.
	 	National Healthcare of Hartselle, Inc.	 	DE	 	Hallmark Holdings Corp.	 	1,000 Common	 	3	 	 	100	%
	26.
	 	National Healthcare of Leesville, Inc.	 	DE	 	Hallmark Holdings Corp.	 	1,000 Common	 	4	 	 	100	%
	27.
	 	National Healthcare of Mt. Vernon, Inc.	 	DE	 	Hallmark Healthcare Corporation	 	100 Common	 	2	 	 	100	%
	28.
	 	National Healthcare of Newport, Inc.	 	DE	 	Hallmark Holdings Corp.	 	1,000 Common	 	3	 	 	100	%
	29.
	 	NWI Hospital Holdings, LLC	 	DE	 	CHS Holdings Corp.	 	100%
 Membership Interest	 	1	 	 	100	%
	30.
	 	Pennsylvania Hospital Company, LLC	 	DE	 	CHS/Community Health Systems, Inc.	 	100.0%
 Membership Interest	 	1	 	 	100	%
	31.
	 	Phoenixville Hospital Company, LLC	 	DE	 	Hallmark Healthcare Corporation	 	1.0% 
Membership Interest	 	2	 	 	1	%
	 
	 	 	 	 	 	Pennsylvania Hospital Company, LLC	 	99.0%

 Membership Interest	 	1	 	 	99	%
	32.
	 	Pottstown Hospital Company, LLC	 	DE	 	Hallmark Healthcare Corporation	 	1.0%
 Membership Interest	 	2	 	 	1	%
	 
	 	 	 	 	 	Pennsylvania Hospital Company, LLC	 	99.0%

 Membership Interest	 	1	 	 	99	%
	33.
	 	Ruston Hospital Corporation	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	34.
	 	Watsonville Hospital Corporation	 	DE	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%
	35.
	 	Webb Hospital Corporation	 	DE	 	Community Health Investment Corporation	 	1,000 Common	 	1	 	 	100	%
	36.
	 	Webb Hospital Holdings, LLC	 	DE	 	Webb Hospital Corporation	 	100.0%
 Membership Interest	 	1	 	 	100	%
	37.
	 	Fannin Regional Hospital, Inc.	 	GA	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	 	100	%
	38.
	 	Anna Hospital Corporation	 	IL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	 	100	%







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	39.
	 	Galesburg Hospital Corporation	 	IL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	40.
	 	Granite City Hospital Corporation	 	IL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	41.
	 	Granite City Illinois Hospital Company, LLC	 	IL	 	Granite City Hospital Corporation	 	100.0%

Membership interest	 	1	 	100%
	42.
	 	Marion Hospital Corporation	 	IL	 	Community Health Investment Corporation	 	1,000 Common	 	1	 	100%
	43.
	 	Red Bud Hospital Corporation	 	IL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	44.
	 	Red Bud Illinois Hospital Company, LLC	 	IL	 	Red Bud Hospital Corporation	 	100.0%
 Membership interest	 	1	 	100%
	45.
	 	Waukegan Hospital Corporation	 	IL	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	46.
	 	Waukegan Illinois Hospital Company, LLC	 	IL	 	Waukegan Hospital Corporation	 	Membership Interest	 	2	 	100%
	47.
	 	Hospital of Fulton, Inc.	 	KY	 	CHS Holdings Corp.	 	1,000 Common	 	4	 	100%
	48.
	 	Hospital of Louisa, Inc.	 	KY	 	CHS Holdings Corp.	 	1,000 Common	 	4	 	100%
	49.
	 	Jackson Hospital Corporation	 	KY	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	50.
	 	Ruston Louisiana Hospital Company, LLC	 	LA	 	Ruston Hospital Corporation	 	Membership Interest	 	2	 	100%
	51.
	 	Farmington Hospital Corporation	 	MO	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	52.
	 	Farmington Missouri Hospital Company, LLC	 	MO	 	Farmington Hospital Corporation	 	Membership Interest	 	2	 	100%
	53.
	 	Kirksville Hospital Corporation	 	MO	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	54.
	 	Moberly Hospital, Inc.	 	MO	 	CHS Holdings Corp.	 	1,000 Common	 	3	 	100%
	55.
	 	Williamston Hospital Corporation	 	NC	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	56.
	 	Salem Hospital Corporation	 	NJ	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	57.
	 	Deming Hospital Corporation	 	NM	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	58.
	 	Roswell Hospital Corporation	 	NM	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	59.
	 	San Miguel Hospital Corporation	 	NM	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	60.
	 	CHS Holdings Corp.	 	NY	 	Community Health Investment Corporation	 	1,000 Common	 	1	 	100%
	61.
	 	Hallmark Holdings Corp.	 	NY	 	Hallmark Healthcare Corporation	 	1,000 Common	 	1	 	100%
	62.
	 	Kay County Hospital Corporation	 	OK	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	63.
	 	Kay County Oklahoma Hospital Company, LLC	 	OK	 	Kay County Hospital Corporation	 	Membership Interest	 	2	 	100%
	64.
	 	CHS Berwick Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	65.
	 	Clinton Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	66.
	 	Coatesville Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	67.
	 	Northampton Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	68.
	 	Sunbury Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	69.
	 	West Grove Hospital Corporation	 	PA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	70.
	 	Brownsville Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	71.
	 	Cleveland Hospital Corporation	 	TN	 	Hallmark Holdings Corp.	 	1,981,000 Common	 	47	 	100%
	72.
	 	Dyersburg Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	73.
	 	Hospital of Morristown, Inc.	 	TN	 	Lakeway Hospital Corporation	 	1,000 Common	 	5	 	100%
	74.
	 	Jackson Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	75.
	 	Jackson, Tennessee Hospital Company, LLC	 	TN	 	Jackson Hospital Corporation	 	100.0%
 Membership Interest	 	1	 	100%
	76.
	 	Lakeway Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1 Common	 	51	 	100%
	77.
	 	Lexington Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	78.
	 	Martin Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	79.
	 	McKenzie Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	80.
	 	McNairy Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	81.
	 	Shelbyville Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	82.
	 	Sparta Hospital Corporation	 	TN	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	83.
	 	Big Bend Hospital Corporation	 	TX	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	84.
	 	Big Spring Hospital Corporation	 	TX	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	85.
	 	Granbury Hospital Corporation	 	TX	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	86.
	 	Jourdanton Hospital Corporation	 	TX	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	87.
	 	NHCI of Hillsboro, Inc.	 	TX	 	Hallmark Holdings Corp.	 	1,000 Common	 	3	 	100%
	88.
	 	Weatherford Hospital Corporation	 	TX	 	CHS Holdings Corp.	 	1,000 Common	 	2	 	100%
	89.
	 	Weatherford Texas Hospital Company, LLC	 	TX	 	Weatherford Hospital Corporation	 	Membership Interest	 	2	 	100%
	90.
	 	Tooele Hospital Corporation	 	UT	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	91.
	 	Emporia Hospital Corporation	 	VA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%
	92.
	 	Franklin Hospital Corporation	 	VA	 	CHS Holdings Corp.	 	1,000 Common	 	1	 	100%








 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Certificate	 	Equity
	 	 	Issuer	 	State	 	Owner	 	Interest	 	Number	 	Interest
	93.

	 	Petersburg Hospital Company, LLC
	 	VA
	 	Community Health

Investment Corporation
	 	1.0%

Membership
Interest
	 	2
	 	   1%
	 

	 	 	 	 	 	Virginia Hospital

Company, LLC
	 	99.0%

Membership
Interest
	 	1
	 	99%
	94.

	 	Russell County Medical Center, Inc.
	 	VA
	 	CHS Holdings Corp.
	 	1,000 Common
	 	3
	 	100%
	95.

	 	Virginia Hospital Company, LLC
	 	VA
	 	CHS/Community Health
Systems, Inc.
	 	100.0%

Membership
Interest
	 	1
	 	100%
	96.

	 	Oak Hill Hospital Corporation
	 	WV
	 	CHS Holdings Corp.
	 	1,000 Common
	 	1
	 	100%
	97.

	 	Evanston Hospital Corporation
	 	WY
	 	CHS Holdings Corp.
	 	1,000 Common
	 	1
	 	100%






CHS PLEDGED PERMITTED SYNDICATION SUBSIDIARIES




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

	 	Bullhead City Hospital Investment

Corporation
	 	DE
	 	CHS Holdings Corp.
	 	5,000 Common
	 	2
	 	98.04%
	2.

	 	Kirksville Missouri Hospital

Company, LLC
	 	MO
	 	Kirksvillle Hospital

Corporation
	 	1,800 Common
	 	33
	 	82.49%
	3.

	 	Lake Wales Hospital Investment

Corporation
	 	FL
	 	CHS Holdings Corp.
	 	1,932 Common
	 	15
	 	94.11%
	4.

	 	Laredo Texas Hospital Company, L.P.
	 	TX
	 	Webb Hospital Corporation
	 	Partnership Unit
	 	 	 	0.0159%  
	 

	 	 	 	 	 	Webb Hospital Holdings, LLC
	 	Partnership Unit
	 	 	 	95.1316%    
	5.

	 	North Okaloosa Medical Corp.
	 	FL
	 	CHS Holdings Corp.
	 	3.421,000

Common
	 	15
	 	95.31%
	6.

	 	Northwest Indiana Health Systems, LLC
	 	DE
	 	NWI Hospital Holdings, LLC
	 	Uncertificated
	 	 	 	   100%






TRIAD GUARANTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	1.

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

	2.

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

	3.

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

	4.

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

	5.

	 	Abilene Hospital, LLC
	 	DE
	 	Abilene Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	6.

	 	Abilene Merger, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	
	 	 	100	%
	7.

	 	Arizona DH, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%
	8.

	 	ARMC, LP
	 	DE
	 	Abilene Hospital, LLC
	 	99.0%

Percentage Ownership
	 	 	 	 	99	%
	 

	 	 	 	 	 	Triad-ARMC, LLC
	 	1.0%

Percentage Ownership
	 	 	 	 	1	%
	9.

	 	Birmingham Holdings, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	Aggregate Limited Liability

Company Interest
	 	 	 	 	100	%
	10.

	 	Bluffton Health System, LLC
	 	DE
	 	QHG of Bluffton, Inc.
	 	99.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	99	%
	 

	 	 	 	 	 	Frankfort Health Partner, Inc.
	 	1.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	1	%
	11.

	 	Brownwood Hospital, L.P.
	 	DE
	 	Brownwood Medical Center, LLC
	 	1.0%

Percentage Ownership
	 	 	 	 	1	%
	 

	 	 	 	 	 	Medical Center of
Brownwood, LLC
	 	99.0%

Percentage Ownership
	 	 	 	 	99	%
	12.

	 	Brownwood Medical Center, LLC
	 	DE
	 	Southern Texas Medical

Center, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%
	13.

	 	Carlsbad Medical Center, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	 	100	%
	14.

	 	Claremore Regional Hospital, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%
	15.

	 	Clarksville Holdings, LLC
	 	DE
	 	River Region Medical

Corporation
	 	Aggregate Limited Liability

Company Interest
	 	 	 	 	100	%
	16.

	 	College Station Hospital, L.P.
	 	DE
	 	College Station Medical

Center, LLC
	 	1.0%

Percentage Membership
	 	 	 	 	1	%
	 

	 	 	 	 	 	CSMC, LLC
	 	99.0%

Percentage Membership
	 	 	 	 	99	%
	17.

	 	College Station Medical
Center, LLC
	 	DE
	 	College Station Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%
	18.

	 	College Station Merger, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	 	100	%
	19.

	 	CP Hospital GP, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	 	100	%
	20.

	 	CPLP, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%


Membership Interest
	 	 	 	 	100	%







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	21.

	 	Crestwood Hospital LP, LLC
	 	DE
	 	Crestwood Hospital, LLC
	 	100.0%

Membership Interest
	 	 	 	100%

	22.

	 	Crestwood Hospital, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Membership Interest
	 	 	 	100%

	23.

	 	CSMC, LLC
	 	DE
	 	College Station Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	 	100	%
	24.

	 	CSRA Holdings, LLC
	 	DE
	 	QHG Georgia Holdings, Inc.
	 	Aggregate Limited Liability

Company Interest
	 	 	 	100%

	25.

	 	Deaconess Holdings, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	26.

	 	Deaconess Hospital Holdings,
LLC
	 	DE
	 	Deaconess Holdings, LLC
	 	Uncertificated
	 	 	 	80%

	27.

	 	Desert Hospital Holdings, LLC
	 	DE
	 	Deaconess Holdings, LLC
	 	Aggregate Limited Liability

Company Interest
	 	 	 	100%

	28.

	 	Detar Hospital, LLC
	 	DE
	 	VHC Medical, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	29.

	 	Dukes Health System, LLC
	 	DE
	 	QHG of Clinton County, Inc.
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	30.

	 	Gadsden Regional Medical

Center, LLC
	 	DE
	 	GRMC Holdings, LLC
	 	Aggregate Limited Liability

Company Interest
	 	 	 	100%

	31.

	 	Greenbrier VMC, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	32.

	 	GRMC Holdings, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	Aggregate Limited Liability

Company Interest
	 	 	 	100%

	33.

	 	Hobbs Medco, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%

	34.

	 	Las Cruces Medical Center, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%

	35.

	 	Lea Regional Hospital, LLC
	 	DE
	 	Hobbs Medco, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	36.

	 	Longview Merger, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%

	37.

	 	LRH, LLC
	 	DE
	 	Longview Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%

	38.

	 	Lutheran Health Network of
Indiana, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%








 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	39.

	 	Massillon Health System, LLC
	 	DE
	 	QHG of Massillon, Inc.
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	40.

	 	Medical Center of
Brownwood, LLC
	 	DE
	 	Southern Texas Medical

Center, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	41.

	 	MMC of Nevada, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100%

Membership Interest
	 	 	 	100%
	42.

	 	Navarro Hospital, L.P.
	 	DE
	 	Navarro Regional, LLC
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	 

	 	 	 	 	 	NRH, LLC
	 	99.0%

Percentage Ownership
	 	 	 	  99%
	43.

	 	Navarro Regional, LLC
	 	DE
	 	Triad-Navarro Regional

Hospital Subsidiary,

LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	44.

	 	NRH, LLC
	 	DE
	 	Triad-Navarro Regional

Hospital Subsidiary,

LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	45.

	 	Oregon Healthcorp, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	46.

	 	Palmer-Wasilla Health

System, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	47.

	 	Quorum Health Resources, LLC
	 	DE
	 	Triad Hospitals, Inc.
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	48.

	 	Regional Hospital of
Longview, LLC
	 	DE
	 	Longview Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	49.

	 	Russellville Holdings, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	50.

	 	SACMC, LLC
	 	DE
	 	San Angelo Medical, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	51.

	 	San Angelo Community

Medical Center, LLC
	 	DE
	 	San Angelo Medical, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	52.

	 	San Angelo Hospital, L.P.
	 	DE
	 	SACMC, LLC
	 	99.0%

Percentage Ownership
	 	 	 	  99%
	 

	 	 	 	 	 	San Angelo Community

Medical Center, LLC
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	53.

	 	San Angelo Medical, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	54.

	 	Southern Texas Medical

Center, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	55.

	 	St. Joseph Health System, LLC
	 	DE
	 	Frankfort Health Partner, Inc.
	 	1.0%

Aggregate Limited Liability
Company Interest
	 	 	 	    1%
	 

	 	 	 	 	 	QHG of Fort Wayne, Inc.
	 	99.0%

Aggregate Limited Liability
Company Interest
	 	 	 	  99%
	56.

	 	Tennyson Holdings, Inc.
	 	DE
	 	Triad Hospitals, Inc.
	 	1,000
Common Shares
	 	1
	 	100%
	57.

	 	Triad Holdings III, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	58.

	 	Triad Holdings IV, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	59.

	 	Triad Holdings V, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	60.

	 	Triad Healthcare Corporation

(fka Triad Hospitals, Inc.)
	 	DE
	 	CHS/Community Health Systems,
Inc.
	 	1,000 Common Shares
	 	4
	 	100%
	61.

	 	Triad of Alabama, LLC
	 	DE
	 	Triad Holdings V, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	62.

	 	Triad of Oregon, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	63.

	 	Triad-ARMC, LLC
	 	DE
	 	Abilene Merger, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	64.

	 	Triad-Denton Hospital GP, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	65.

	 	Triad-Denton Hospital, L.P.
	 	DE
	 	Arizona DH, LLC
	 	99.0%

Percentage Ownership
	 	 	 	  99%
	 

	 	 	 	 	 	Triad-Denton Hospital GP, LLC
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	66.

	 	Triad-Navarro Regional

Hospital Subsidiary, LLC
	 	DE
	 	Tennyson Holdings, Inc.
	 	100.0%

Membership Interest
	 	 	 	100%
	67.

	 	VHC Medical, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	68.

	 	Vicksburg Healthcare, LLC
	 	DE
	 	River Regional Medical

Corporation
	 	Aggregate Limited Liability

Company Interest
	 	 	 	100%
	69.

	 	Victoria Hospital, LLC
	 	DE
	 	VHC Medical, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	70.

	 	Victoria of Texas, L.P.
	 	DE
	 	Detar Hospital, LLC
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	 

	 	 	 	 	 	Victoria Hospital, LLC
	 	99.0%

Percentage Ownership
	 	 	 	    1%







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	71.

	 	WHMC, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	72.

	 	Willamette Valley Medical

Center, LLC
	 	DE
	 	Oregon Healthcorp, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	73.

	 	Women & Children’s Hospital, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	74.

	 	Woodland Heights Medical

Center, LLC
	 	DE
	 	Triad Holdings III, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	75.

	 	Woodward Health System, LLC
	 	DE
	 	Triad Holdings IV, LLC
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	76.

	 	QHG Georgia Holdings, Inc.
	 	GA
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	77.

	 	QHG Georgia, L.P.
	 	GA
	 	NC-DSH, Inc.
	 	99.0%

Percentage Ownership
	 	 	 	  99%
	 	 	 	QHG Georgia Holdings, Inc.
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	78.

	 	Frankfort Health Partner, Inc.
	 	IN
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	79.

	 	IOM Health System, L.P.
	 	
	 	Lutheran Health Network
of Indiana, LLC
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	 

	 	 	 	IN	 	Lutheran Health Network
of Indiana, LLC
	 	98.0%

Percentage Ownership
	 	 	 	  98%
	 

	 	 	 	 	 	QHG of Fort Wayne, Inc.
	 	1.0%

Percentage Ownership
	 	 	 	    1%
	80.

	 	QHG of Bluffton, Inc.
	 	IN
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	81.

	 	QHG of Clinton County, Inc.
	 	IN
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	82.

	 	QHG of Fort Wayne, Inc.
	 	IN
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	3
	 	100%
	83.

	 	QHG of Warsaw, Inc.
	 	IN
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	84.

	 	QHG of Forrest County, Inc.
	 	MS
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	85.

	 	QHG of Hattiesburg, Inc.
	 	MS
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	86.

	 	River Region Medical

Corporation
	 	MS
	 	Triad Holdings V, LLC
	 	5,949,472 Common
	 	2
	 	100%
	87.

	 	NC-DSH, Inc.
	 	NV
	 	QHG Georgia Holdings, Inc.
	 	1,000 Common
	 	3
	 	100%
	88.

	 	QHG of Barberton, Inc.
	 	OH
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	89.

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







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	Number and Class of	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Equity Interest	 	#	 	Interest
	90.

	 	SouthCrest, L.L.C.
	 	OK
	 	Triad-South Tulsa
Hospital Company, Inc.
	 	100.0%

Aggregate Limited Liability
Company Interest
	 	 	 	100%
	91.

	 	Triad-South Tulsa Hospital
Company, Inc.
	 	OK
	 	Triad Holdings III, LLC
	 	1,000 Common
	 	5
	 	100%
	92.

	 	QHG of South Carolina, Inc.
	 	SC
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	93.

	 	QHG of Spartanburg, Inc.
	 	SC
	 	Triad Holdings V, LLC
	 	1,000 Common
	 	2
	 	100%
	 
	TRIAD PLEDGED PERMITTED SYNDICATION SUBSIDIARIES AND JOINT VENTURES
	 
	 	 	 	 	 	 	 	 	Number and	 	 	 	% of
	 	 	 	 	 	 	 	 	Class of Equity	 	Cert.	 	Equity
	 	 	Entity	 	State	 	Owner	 	Interest	 	#	 	Interest
	1.

	 	Affinity Health Systems, LLC
	 	DE
	 	Birmingham Hospital Holdings,
LLC
	 	Uncertificated
	 	 	 	   100%
	2.

	 	Augusta Health System, LLC
	 	DE
	 	CSRA Holdings, LLC
	 	Uncertificated
	 	 	 	65.16%
	3.

	 	Cedar Park Health System, L.P.
	 	DE
	 	CP Hospital GP, LLC

CPLP, LLC
	 	Uncertificated

Uncertificated
	 	 	 	      1%

     79%
	4.

	 	Clarksville Health System, G.P.
	 	DE
	 	Clarksville Holdings, LLC
	 	Uncertificated
	 	 	 	     80%
	5.

	 	Crestwood Healthcare, L.P.
	 	DE
	 	Crestwood Hospital, LLC
	 	Percentage Ownership
	 	 	 	20.02%
	 

	 	 	 	 	 	Crestwood Hospital LP, LLC
	 	Percentage Ownership
	 	 	 	60.35%
	6.

	 	Hot Springs National Park

Hospital Holdings, LLC
	 	DE	 	Tennyson Holdings, Inc.
	 	Membership Interests
	 	 	 	94.87%
	7.

	 	Longview Medical Center, L.P.
	 	DE
	 	Regional Hospital of
Longview, LLC
	 	Partnership Interest
	 	 	 	        1%
	 

	 	 	 	 	 	LRH, LLC
	 	Partnership Interest
	 	 	 	72.98%
	8.

	 	Mary Black Health System, LLC
	 	DE
	 	QHG of Spartanburg, Inc.
	 	Uncertificated
	 	 	 	93.93%
	9.

	 	Massillon Community Health System, LLC
	 	DE
	 	Massillon Health System, LLC
	 	Limited Liability

Company Interest
	 	 	 	      80%
	10.

	 	Northwest Arkansas Hospitals, LLC
	 	DE
	 	QHG of Springdale, Inc.
	 	Uncertificated
	 	 	 	99.56%
	11.

	 	Piney Woods Healthcare System, L.P.
	 	DE
	 	Woodland Heights Medical

Center, LLC
	 	Percentage Ownership
	 	 	 	       1%
	 

	 	 	 	 	 	WHMC, LLC
	 	Percentage Ownership
	 	 	 	90.34%
	12.

	 	Warsaw Health System, LLC, LLC
	 	DE
	 	QHG of Warsaw, Inc.
	 	Limited Liability

Company Interest
	 	 	 	98.56%
	 

	 	 	 	 	 	Frankfort Health Partner, Inc.
	 	Limited Liability

Company Interest
	 	 	 	       1%






 









 





PLEDGED DEBT SECURITIES



To be delivered post-closing pursuant to the post-closing letter.





 











 





Schedule IV to the Guarantee and

Collateral Agreement




DEBT INSTRUMENTS; ADVANCES



To be delivered post-closing pursuant to the post-closing letter.











 



 




Schedule V to the Guarantee and

Collateral Agreement




MORTGAGE FILINGS




	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	DeKalb Regional Medical Center

200 Medical Center Drive 
P.O.
Box 680778
 Fort Payne, AL
35968

	 	Fort Payne Hospital
Corporation (AL)
	 	DeKalb
	Flowers Hospital

4370 West Main Street

Dothan, AL 36305

	 	Triad of Alabama, LLC
(DE)
	 	Houston
	Gadsden Regional Medical Center
1007 Goodyear Avenue

Gadsden, AL 35903

	 	Gadsden Regional Medical
Center, LLC (DE)
	 	Etowah
	Jacksonville Medical Center

1701 Pelham Road, South 

Jacksonville, AL 36265

	 	QHG of Jacksonville, Inc.
(AL)
	 	Calhoun
	Medical Center Enterprise

400 North Edwards St.

Enterprise, AL 36330

	 	QHG of Enterprise, Inc.
(AL)
	 	Coffee
	Parkway Medical Center

1874 Beltline Rd., SW

(P.O. Box 2211) 

Decatur, AL 35601

	 	National Healthcare of
Decatur, Inc. (DE)
	 	Morgan
	Northwest Medical Center of Benton County

3000 Medical Center Pkwy.

Bentonville, AR 72712

	 	QHG of Springdale, Inc.
(AR)
	 	Benton
	Saint Mary’s Regional Medical Center

1808 West Main Street
 Russellville, AR
72801

	 	Russellville Holdings, LLC
(and St. Mary’s Real
Property, LLC)
	 	Pope
	Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076

	 	Watsonville Hospital
Corporation (DE)
	 	Santa Cruz
	Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401

	 	Galesburg Hospital
Corporation (IL)
	 	Knox
	Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040

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

3333 West DeYoung

Marion, IL 62959

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

1324 N. Sheridan Road

Waukegan, IL 60085

	 	Hospital Company, LLC
(IL)
	 	Lake
	Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714

	 	Bluffton Health System,
LLC (DE)
	 	Wells
	Dukes Memorial Hospital

275 W. 12th Street
 Peru,
IN 46970

	 	Dukes Health System, LLC
(DE)
	 	Miami












 



 


	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	Lutheran Hospital of Indiana

7950 West Jefferson Blvd.

Fort Wayne, IN 46804

	 	IOM Health System, L.P.


(IN Ltd. Partnership)
	 	Allen
	St. Joseph Hospital

700 Broadway

Fort Wayne, IN 46802

	 	St. Joseph Health System,
LLC (DE)
	 	Allen
	Women and Children’s Hospital 

4200 Nelson Road

Lake Charles, LA 70605

	 	Women and Children’s
Hospital, LLC
	 	Calcasieu
	River Region Health System

2100 Highway 61 North/1111 N.

Frontage Road
 Vicksburg, MS 39183

	 	Vicksburg Healthcare, LLC
(DE)
	 	Warren
	Mineral Area Regional Medical Center

1212 Weber Road

Farmington, MO 63640

	 	Farmington Missouri
Hospital Company, LLC
(MO)
	 	Saint Francois
	Moberly Regional Medical Center

1515 Union Avenue
 Moberly, MO 65270

	 	Moberly Hospital, Inc.
(MO)
	 	Randolph
	The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079

	 	Salem Hospital Corporation
(NJ)
	 	Salem
	Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701

	 	San Miguel Hospital
Corporation (NM)
	 	San Miguel
	Carlsbad Medical Center 

2430 West Pierce 

Carlsbad, NM 88220

	 	Carlsbad Medical Center,
LLC
	 	Eddy
	Eastern New Mexico Medical Center 

405 West Country Club Road 

Roswell, NM 88201

	 	Roswell Hospital
Corporation (NM)
	 	Chaves
	Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240

	 	Lea Regional Hospital, LLC
	 	Lea
	MountainView Regional Medical Center 

4311 East Lohman Avenue

Las Cruces, NM 88011

	 	Las Cruces Medical Center,
LLC (DE)
	 	Dona Ana
	Claremore Regional Hospital

1202 N. Muskogee Place

Claremore, OK 74017

	 	Claremore Regional
Hospital, LLC
	 	Rogers
	Ponca City Medical Center 

1900 North 14th Street 

Ponca City, OK 74601

	 	Kay County Oklahoma
Hospital Company, LLC
(OK)
	 	Kay
	SouthCrest Hospital
 8801
South 101st East Ave.

Tulsa, OK 74133

	 	SouthCrest, L.L.C.
	 	Tulsa
	Willamette Valley Medical Center 

2700 SE Stratus Avenue 

McMinnville, OR 97128

	 	Willamette Valley Medical
Center, LLC
	 	Yamhill
	Berwick Hospital Center 

701 East 16th Street 

Berwick, PA 18603

	 	CHS Berwick Hospital
Corporation (PA)
	 	Columbia












 



 


	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320

	 	Coatesville Hospital
Corporation (PA)
	 	Chester
	Easton Hospital 

250 South 21st Street

Easton, PA 18042-3892

	 	Northampton Hospital
Corporation (PA)
	 	Northampton
	Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA. 19390

	 	West Grove Hospital
Corporation (PA)
	 	Chester
	Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699

	 	Clinton Hospital
Corporation (PA)
	 	Washington
	Phoenixville Hospital

140 Nutt Road

Phoenixville, PA 19460

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

1600 East High Street

Pottstown, PA 19464

	 	Pottstown Hospital
Company, LLC (DE)
	 	Montgomery
	Sunbury Community Hospital

350 N. Eleventh Street (P. O. Box 737)

Sunbury, PA 17801

	 	Sunbury Hospital
Corporation (PA)
	 	Northumberland
	Carolinas Hospital System

805 Pamplico Highway

Florence, SC 29505

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

800 W. Meeting Street

Lancaster, SC 29720

	 	Lancaster Hospital
Corporation (DE)
	 	Lancaster
	Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024

	 	Dyersburg Hospital
Corporation (TN)
	 	Dyer
	Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814

	 	Hospital of Morristown,
Inc.
(TN)
	 	 Hamblen
	Regional Hospital of Jackson

367 Hospital Blvd. 
Jackson, TN 38305

	 	Jackson, Tennessee
Hospital Company, LLC
(TN)
	 	Madison
	SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320

	 	National Healthcare of
Cleveland, Inc. (TN)
	 	Bradley
	Volunteer Community Hospital

161 Mt. Pelia Road 

Martin, TN 38237

	 	Martin Hospital
Corporation
(TN)
	 	Weakley
	Abilene Regional Medical Center

6250 Hwy 83 84 

Abilene, TX 79606

	 	ARMC, L.P.
	 	Taylor
	College Station Medical Center

1604 Rock Prairie

College Station, TX 77845

	 	College Station Hospital,
L.P.
	 	Brazos
	DeTar Hospital Navarro

506 E. San Antonio Street

Victoria, TX 77901

	 	Victoria of Texas, L.P.
	 	Victoria
	DeTar Hospital North

101 Medical Drive

Victoria, TX 77904

	 	Victoria of Texas, L.P.
	 	Victoria












 



 


	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	San Angelo Community Medical Center

3501 Knickerbocker Rd.

San Angelo, TX 76904

	 	San Angelo Hospital, L.P.
	 	Tom Green
	Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720

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

1905 Highway 97 E 

Jourdanton, TX 78026

	 	Jourdanton Hospital
Corporation (TX)
	 	Atascosa
	Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794

	 	Tooele Hospital
Corporation
(UT)
	 	Tooele
	Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847

	 	Emporia Hospital
Corporation (VA)
	 	Greensville
	Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851

	 	Franklin Hospital
Corporation (VA)
	 	Southampton
	Greenbrier Valley Medical Center

202 Maplewood Avenue

Ronceverte, WV 24970

	 	Greenbrier VMC, LLC (and
GRB Real Estate, LLC)
	 	Greenbrier













 



 




Schedule VI to the Guarantee and

Collateral Agreement




U.S. COPYRIGHTS OWNED BY GRANTORS




U.S. Copyright Registrations




	 	 	 	 	 
	Title	 	Reg. No.	 	Author
	NONE
	 	 	 	 






Pending U.S. Copyright Applications for Registration




	 	 	 	 	 	 	 
	Title	 	Author	 	Class	 	Date Filed
	NONE
	 	 	 	 	 	 






Non-U.S. Copyright Registrations



[List in alphabetical order by country/numerical order by Registration No. within each country.]




	 	 	 	 	 	 	 
	Country	 	Title	 	Reg. No.	 	Author
	NONE
	 	 	 	 	 	 






Non-U.S. Pending Copyright Applications for Registration 



[List
in alphabetical order by country.]


	 	 	 	 	 	 	 	 	 
	Country	 	Title	 	Author	 	Class	 	Date Filed
	NONE
	 	 	 	 	 	 	 	 













 



VI-2




LICENSES



[Make a separate page of Schedule VIII for each Grantor, and state if any Grantor is not a party
to a license/sublicense.]




I.
Licenses/Sublicenses of [Name of Grantor] as
Licensor/Sublicensor on Date Hereof1




A. Copyrights



[List U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights by country
in alphabetical order with Registration Nos. within each country in numerical order.]




U.S. Copyrights




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Title of	 	 	 	 
	Licensee Name	 	Date of License/	 	U.S.	 	 	 	 
	and Address	 	Sublicense	 	Copyright	 	Author	 	Reg. No.
	NONE
	 	 	 	 	 	 	 	 






Non-U.S. Copyrights




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








 




			
	1	 	This is not applicable to this deal as there are no licenses.


















 





VI-3




B. Patents



[List U.S. patent Nos. and U.S. patent application Nos. in numerical order. List non-U.S.
patent Nos. and non-U.S. application in alphabetical order by country, with numbers within
each country in numerical order.]




U.S. Patents




	 	 	 	 	 	 	 
	Licensee Name	 	Date of License/	 	 	 	 
	and Address	 	Sublicense	 	Issue Date	 	Patent No.
	NONE	 	 	 	 	 	 






U.S. Patent Applications




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






Non-U.S. Patents




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






Non-U.S. Patent Applications




	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	Date of License/	 	Date	 	 
	Country	 	and Address	 	Sublicense	 	Filed	 	Application No.
	NONE	 	 	 	 	 	 	 	 












 



VI-4


C. Trademarks



[List U.S. trademark Nos. and U.S. trademark application Nos. in numerical order. List
non-U.S. trademark Nos. and non-U.S. application Nos. with trademark Nos. within each
country in numerical order.]




U.S. Federal Trademarks




	 	 	 	 	 	 	 	 	 
	Licensee Name	 	Date of License/	 	 	 	 	 	 
	and Address	 	Sublicense	 	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	 	 	 	 	 	 	 	 	 	 












 



VI-5


D. Others




	 	 	 	 	 
	Licensee Name	 	Date of License/	 	Subject
	and Address	 	Sublicense	 	Matter
	None.	 	 	 	 












 



VI-6

II. Licenses/Sublicenses of [Name of Grantor] as Licensee/Sublicensee on Date Hereof 



 A. Copyrights


[List U.S. copyrights in numerical order by Registration No. List non-U.S. copyrights
by country in alphabetical order, with Registration Nos. within each country in
numerical order.]




U.S. Copyrights




	 	 	 	 	 	 	 	 	 
	Licensor Name and	 	Date of License/	 	Title of	 	 	 	 
	Address	 	Sublicense	 	U.S. Copyright	 	Author	 	Reg. No.
	NONE	 	 	 	 	 	 	 	 






Non-U.S. Copyrights




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date of	 	Title of	 	 	 	 
	 	 	Licensor Name	 	License/	 	Non-U.S.	 	 	 	 
	Country	 	and Address	 	Sublicense	 	Copyrights	 	Author	 	Reg. No.
	NONE	 	 	 	 	 	 	 	 	 	 












 



VI-7


B. Patents



[List U.S. patent Nos. and U.S. patent application Nos. in numerical order. List
non-U.S. patent Nos. and non-U.S. application Nos. in alphabetical order by country
with patent Nos. within each country in numerical order.]




U.S. Patents




	 	 	 	 	 	 	 
	 	 	Date of	 	 	 	 
	Licensor Name	 	License/	 	 	 	 
	and Address	 	Sublicense	 	Issue Date	 	Patent No.
	NONE	 	 	 	 	 	 






U.S. Patent Applications




	 	 	 	 	 	 	 
	Licensor Name	 	Date of License/	 	 	 	 
	and Address	 	Sublicense	 	Date Filed	 	Application No.
	NONE	 	 	 	 	 	 





Non-U.S. Patents


	 	 	 	 	 	 	 	 	 
	 	 	Licensor Name	 	Date of License/	 	Issue		Non-U.S.
	Country	 	and Address	 	Sublicense	 	
Date		Patent No.
	NONE	 	 	 	 	 	 	 	 






Non-U.S.Patent Applications




	 	 	 	 	 	 	 	 	 
	 	 	Licensor Name	 	Date of License/	 	Date	 	 
	Country	 	and Address	 	Sublicense	 	Filed	 	Application No.
	NONE	 	 	 	 	 	 	 	 












 



VI-8


C. Trademarks



[List U.S. trademark Nos. and U.S. trademark application Nos. in numerical
order. List non-U.S. trademark Nos. and non-U.S. application Nos. with trademark
Nos. within each country in numerical order.]




U.S. Trademarks




	 	 	 	 	 	 	 	 	 
	Licensor Name	 	Date of License/	 	 	 	 	 	 
	and Address	 	Sublicense	 	U.S. 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	 	 	 	 	 	 	 	 	 	 












 



VI-9


D. Others




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












 



VI-10


PATENTS OWNED BY [NAME OF GRANTOR]



[Make a separate page of Schedule VIII for each Grantor and state if no patents are owned.
List in numerical order by Patent No./Patent Application No.]




U.S. Patents




	 	 	 
	Patent No.	 	Issue Date
	NONE	 	 






U.S. Patent Applications




	 	 	 
	Patent Application No.	 	Filing Date
	NONE	 	 






Non-U.S. Patents



[List non-U.S. patents and non-U.S. patent applications by country in alphabetical order,
with patent Nos. and patent application Nos. within each country in numerical order.]




	 	 	 	 	 
	Country	 	Issue Date	 	Patent No.
	NONE	 	 	 	 






Non-U.S. Patent Applications




	 	 	 	 	 
	Country	 	Filing Date	 	Patent Application No.
	NONE	 	 	 	 



















 





VI-11




TRADEMARK/TRADE NAMES OWNED BY CHS/COMMUNITY HEALTH

SYSTEMS, INC. OR COMMUNITY HEALTH SYSTEMS PROFESSIONAL

SERVICES CORPORATION




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	 






U.S. Trademark Applications




	 	 	 	 	 
	Mark	 	Filing Date	 	Application No.
	 	 	 	 	 





State Trademark Registrations



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




	 	 	 	 	 	 	 	 	 
	State	 	Registered Owner	 	U.S. 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.]




 









 








VI-12




	 	 	 	 	 	 	 
	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
	 	 






 









 







VI-13




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
	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






 









 







VI-14




	 	 	 	 	 	 	 
	Mark	 	Reg. No.	 	Reg. Date
	LUTHERAN HEART PAVILION
	 	 	3131393	 	 	8/15/06
	CENTER OF HOPE CANCER CARE AT KOSCIUSKO COMMUNITY & Design 
	 	 	3137998	 	 	9/5/06
	MRY BLACK HEALTH SYSTEM & Design
	 	 	3140091	 	 	9/5/06
	LUTHERAN CHILDREN’S HOSPITAL
	 	 	3144409	 	 	9/19/06
	LUTHERAN HOSPITAL OF INDIANA
	 	 	3144410	 	 	9/19/06
	MAT-SU REGIONAL MEDICAL CENTER
	 	 	3150152	 	 	9/26/06
	QHR
	 	 	3153336	 	 	10/10/06
	LUTHERAN HEART CENTER
	 	 	3156408	 	 	10/17/06
	INDIANA HERNIA INSTITUTE
	 	 	3161126	 	 	10/17/60
	LUTHERAN SLEEP DISORDERS CENTER
	 	 	3166943	 	 	10/31/06
	(Device Only) (Leaf Design)
	 	 	3167543	 	 	11/7/06
	ST. 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






U.S. Trademark Applications



Listed in numerical order by trademark
Application/Serial No.




	 	 	 	 	 	 	 
	 	 	Application	 	 
	Mark	 	Serial No.	 	Filing Date
	CARDIO-THORACIC INSTITUTE OF EAST TEXAS
	 	 	77050409	 	 	11/24/06
	NORTHWEST HEALTH SYSTEM
	 	 	77071179	 	 	12/26/06
	NORTHWEST HEALTH SYSTEM (Design ONLY)
	 	 	77071364	 	 	12/26/06
	NOTHWEST HEALTH SYSTEM & Design
	 	 	77071371	 	 	12/26/06
	MADISON HOSPITAL
	 	 	77097004	 	 	2/1/07
	WILLAMETTE VALLEY MEDICAL CENTER
	 	 	77152663	 	 	4/10/07
	WILLAMETTE VALLEY CANCER CENTER
	 	 	77152671	 	 	4/10/07
	WILLAMETTE VALLEY CANCER FOUNDATION
	 	 	77152723	 	 	4/10/07
	COMMUNITY RADIOLOGY CENTER
	 	 	77152805	 	 	4/10/07
	FAMILY TREE HEALTHCARE
	 	 	77152862	 	 	4/10/07
	CLAREMORE REGIONAL HOSPITAL
	 	 	77153203	 	 	4/10/07
	FLOWERS HOSPITAL
	 	 	77154118	 	 	4/11/07
	McMINNVILLE FIRST MEDICAL CLINIC
	 	 	77154170	 	 	4/11/07
	NW PHYSICAL MEDICINE
	 	 	77154200	 	 	4/11/07
	SHERIDAN MEDICAL CENTER
	 	 	77154206	 	 	4/11/07
	SOUTHCREST HOSPITAL
	 	 	77154224	 	 	4/11/07
	PHYSICIAN LEADERSHIP GROUP
	 	 	77192328	 	 	5/29/07
	PLG
	 	 	77192347	 	 	5/29/07
	RONCEVERTE EMERGENCY PHYSICIANS
	 	 	77224715	 	 	7/9/07
	THOUGHTFUL CARE
	 	 	77224736	 	 	7/9/07






 









 





VI-15




	 	 	 	 	 	 	 
	 	 	Application	 	 
	Mark	 	Serial No.	 	Filing Date
	LABCARE PLUS
	 	 	78675592	 	 	7/21/05
	LABCARE PLUS & Design
	 	 	78675717	 	 	7/21/05
	SURVIVE AND THRIVE
	 	 	78693798	 	 	8/16/05
	TRINITY MEDICAL CENTER
	 	 	78800401	 	 	1/26/06
	TRINITY MEDICAL CENTER & Design
	 	 	78800407	 	 	1/26/05






State Trademark Registrations



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




	 	 	 	 	 	 	 
	State	 	Mark	 	Reg. No.	 	Reg. Date
	AL	 	TRINITY MEDICAL CENTER
	 	110-141	 	8/4/06
	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
	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
	GA
	 	TRINITY HOSPITAL OF AUGUSTA

	 	6/21/07
	OK
	 	SOUTHCREST HOSPITAL

	 	4/16/07
	OK
	 	GONE SOUTH

	 	4/16/07







 









 








Schedule VII to the Guarantee and

Collateral Agreement




COMMERCIAL TORT CLAIMS




None.