EXHIBIT 10.2
PLEDGE AGREEMENT
PLEDGE AGREEMENT (as amended, modified or supplemented from
time to time, this "Agreement"), dated as of July 30, 2001 made by each of the
undersigned pledgors (each a "Pledgor" and, together with any other entity that
becomes a party hereto pursuant to Section 25 hereof, the "Pledgors") to Bank
of America, N.A., as Collateral Agent (together with any successor collateral
agent, the "Pledgee"), for the benefit of the Secured Creditors (as defined
below). Except as otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement (as defined below) shall be used herein as
therein defined.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Vanguard Health Systems, Inc. (the "Borrower"), the
lenders from time to time party thereto (the "Lenders"), Banc of America
Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Joint Lead Arrangers
and Book Managers, Bank of America, N.A., as Administrative Agent (together
with any successor Administrative Agent, the "Administrative Agent"), ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Senior Funding, Inc., as Syndication Agent, and First Union National
Bank and General Electric Capital Corporation, as Co-Documentation Agents, have
entered into a Credit Agreement, dated as of July 30, 2001 (as amended,
modified or supplemented from time to time, the "Credit Agreement"), providing
for the making of Loans to, and the issuance of Letters of Credit for the
account of, the Borrower as contemplated therein (the Lenders, the
Administrative Agent, each Issuing Lender and the Pledgee are herein called the
"Lender Creditors");
WHEREAS, the Borrower may at any time and from time to time
enter into one or more Interest Rate Protection Agreements or Other Hedging
Agreements with one or more Lenders or any affiliate thereof (each such Lender
or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other
Creditors," and together with the Lender Creditors, the "Secured Creditors");
WHEREAS, pursuant to the Subsidiaries Guaranty, each
Subsidiary Guarantor has jointly and severally guaranteed to the Secured
Creditors the payment when due of all Guaranteed Obligations as described
therein;
WHEREAS, it is a condition to the making of Loans to, and the
issuance of Letters of Credit for the account of, the Borrower under the Credit
Agreement that each Pledgor shall have executed and delivered to the Pledgee
this Agreement; and
WHEREAS, each Pledgor desires to enter into this Agreement in
order to satisfy the condition described in the preceding paragraph;
NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Pledgor, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor hereby makes the following representations
and warranties to the Pledgee for the benefit of the
Secured Creditors and hereby covenants and agrees with the Pledgee for the
benefit of the Secured Creditors as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and
indebtedness (including, without limitation, indemnities, Fees and
interest thereon (including, without limitation, all interest that
accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency, reorganization or
similar proceeding of any Pledgor at the rate provided for in the
respective documentation, whether or not a claim for post-petition
interest is allowed in any such proceeding) of such Pledgor to the
Lender Creditors, whether now existing or hereafter incurred under,
arising out of, or in connection with the Credit Agreement and the
other Credit Documents to which such Pledgor is a party and the due
performance and compliance by such Pledgor with all of the terms,
conditions and agreements contained in the Credit Agreement and in
such other Credit Documents (all such obligations and liabilities
under this clause (i), except to the extent consisting of obligations
or indebtedness with respect to Interest Rate Protection Agreements
or Other Hedging Agreements, being herein collectively called the
"Credit Document Obligations");
(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and
liabilities (including, without limitation, all interest that accrues
after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganization or similar
proceeding of any Pledgor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by such Pledgor to the Other
Creditors under, or with respect to, any Interest Rate Protection
Agreement or Other Hedging Agreement, whether such Interest Rate
Protection Agreement or Other Hedging Agreement is now in existence
or hereafter arising, and the due performance and compliance by such
Pledgor with all of the terms, conditions and agreements contained
therein (all such obligations and liabilities described in this
clause (ii) being herein collectively called the "Other
Obligations");
(iii) any and all sums advanced by the Pledgee in order to
preserve the Collateral (as hereinafter defined) or preserve its
security interest in the Collateral;
(iv) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations or liabilities of such
Pledgor referred to in clauses (i), (ii) and (iii) above, after an
Event of Default (which term to mean and include any Event of Default
under, and as defined in, the Credit Agreement or any payment default
by the Borrower under any Interest Rate Protection Agreement or Other
Hedging Agreement and shall, in any event, include, without
limitation, any payment default (after the expiration of any
applicable grace period) on any of the Obligations (as hereinafter
defined)) shall have occurred and be continuing, the reasonable
expenses of retaking, holding, preparing
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for sale or lease, selling or otherwise disposing of or realizing on
the Collateral, or of any exercise by the Pledgee of its rights
hereunder, together with reasonable attorneys' fees and court costs;
and
(v) all amounts paid by any Secured Creditor as to which such
Secured Creditor has the right to reimbursement under Section 11 of
this Agreement;
all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section 1 being herein collectively called the
"Obligations," it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.
2. DEFINITIONS. (a) Unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used
herein as therein defined. Reference to singular terms shall include the plural
and vice versa.
(b) The following capitalized terms used herein shall have
the definitions specified below:
"Administrative Agent" has the meaning set forth in the
Recitals hereto.
"Adverse Claim" has the meaning given such term in Section
8-102(a)(1) of the UCC.
"Agreement" has the meaning set forth in the first paragraph
hereof.
"Certificated Security" has the meaning given such term in
Section 8-102(a)(4) of the UCC.
"Clearing Corporation" has the meaning given such term in
Section 8-102(a)(5) of the UCC.
"Collateral" has the meaning set forth in Section 3.1 hereof.
"Collateral Accounts" means any and all accounts established
and maintained by the Pledgee in the name of any Pledgor to which Collateral
may be credited.
"Credit Agreement" has the meaning set forth in the Recitals
hereto.
"Credit Document Obligations" has the meaning set forth in
Section 1 hereof.
"Domestic Corporation" has the meaning set forth in the
definition of "Stock."
"Event of Default" has the meaning set forth in Section 1
hereof.
"Financial Asset" has the meaning given such term in Section
8-102(a)(9) of the UCC.
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"Foreign Corporation" has the meaning set forth in the
definition of "Stock."
"Indemnitees" has the meaning set forth in Section 11 hereof.
"Instrument" has the meaning given such term in Section
9-102(a)(47) of the UCC.
"Investment Property" has the meaning given such term in
Section 9-102(a)(49) of the UCC.
"Lender Creditors" has the meaning set forth in the Recitals
hereto.
"Lenders" has the meaning set forth in the Recitals hereto.
"Limited Liability Company Assets" means all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interest in other limited
liability companies), at any time owned or represented by any Limited Liability
Company Interest.
"Limited Liability Company Interests" means the entire
limited liability company membership interest at any time owned by any Pledgor
in any limited liability company.
"Non-Voting Stock" means all capital stock which is not
Voting Stock.
"Notes" means all intercompany notes among the Borrower and
its Subsidiaries and all other promissory notes evidencing Indebtedness equal
to or greater than $1,000,000 from time to time issued to, or held by, any
Pledgor.
"Obligations" has the meaning set forth in Section 1 hereof.
"Other Creditors" has the meaning set forth in the Recitals
hereto.
"Other Obligations" has the meaning set forth in Section 1
hereof.
"Partnership Assets" means all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation,
all partnership capital and interest in other partnerships), at any time owned
or represented by any Partnership Interest.
"Partnership Interest" means the entire general partnership
interest or limited partnership interest at any time owned by any Pledgor in
any general partnership or limited partnership.
"Pledged Notes" has the meaning set forth in Section 3.5
hereof.
"Pledgee" has the meaning set forth in the first paragraph
hereof.
"Pledgor" has the meaning set forth in the first paragraph
hereof.
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"Proceeds" has the meaning given such term in Section
9-102(a)(64) of the UCC.
"Required Lenders" has the meaning given such term in the
Credit Agreement.
"Secured Creditors" has the meaning set forth in the Recitals
hereto.
"Secured Debt Agreements" has the meaning set forth in
Section 5 hereof.
"Securities Account" has the meaning given such term in
Section 8-501(a) of the UCC.
"Securities Act" means the Securities Act of 1933, as
amended, as in effect from time to time.
"Security" and "Securities" has the meaning given such term
in Section 8-102(a)(15) of the UCC and shall in any event include all Stock and
Notes.
"Security Entitlement" has the meaning given such term in
Section 8-102(a)(17) of the UCC.
"Stock" means (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each a
"Domestic Corporation"), all of the issued and outstanding shares of capital
stock of any corporation at any time owned by any Pledgor of any Domestic
Corporation and (y) with respect to corporations not Domestic Corporations
(each a "Foreign Corporation"), all of the issued and outstanding shares of
capital stock at any time owned by any Pledgor of any Foreign Corporation.
"Termination Date" has the meaning set forth in Section 20
hereof.
"UCC" means the Uniform Commercial Code as in effect in the
State of New York from time to time; provided that all references herein to
specific sections or subsections of the UCC are references to such sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.
"Uncertificated Security" has the meaning given such term in
Section 8-102(a)(18) of the UCC.
"Voting Stock" means all classes of capital stock of any
Foreign Corporation entitled to vote.
3. PLEDGE OF SECURITIES, ETC.
3.1 Pledge. To secure the Obligations now or hereafter owed
or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and
assign to the Pledgee for the benefit of the Secured Creditors, and does hereby
create a continuing security interest in favor of the Pledgee for the benefit
of the Secured Creditors in, all of the right, title and interest in and to the
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following, whether now existing or hereafter from time to time acquired
(collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all
assets of whatever type or kind deposited by such Pledgor in such
Collateral Account, whether now owned or hereafter acquired, existing
or arising, including, without limitation, all Financial Assets,
Investment Property, moneys, checks, drafts, Instruments, Securities
or interests therein of any type or nature deposited or required by
the Credit Agreement or any other Secured Debt Agreement to be
deposited in such Collateral Account, and all investments and all
certificates and other Instruments (including depository receipts, if
any) from time to time representing or evidencing the same, and all
dividends, interest, distributions, cash and other property from time
to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from
time to time and all of its right, title and interest in each limited
liability company to which each such interest relates, whether now
existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all
profits, losses, Limited Liability Company Assets and other
distributions to which such Pledgor shall at any time be
entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor
in respect of Limited Liability Company Interests, whether under
any limited liability company agreement, operating agreement or
otherwise, whether as contractual obligations, damages,
insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if
any, under any limited liability company agreement or operating
agreement, or at law or otherwise in respect of such Limited
Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor
against any such limited liability company for moneys loaned or
advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited
liability company agreement or operating agreement or at law to
exercise and enforce every right, power, remedy, authority,
option and privilege of such Pledgor relating to such Limited
Liability Company Interests, including any power to terminate,
cancel or modify any limited liability company agreement or
operating agreement, to execute any instruments and to take any
and all other action on behalf of and in the name of any of such
Pledgor in respect of such Limited Liability Company Interests
and any such limited liability company, to make determinations,
to
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exercise any election (including, but not limited to, election
of remedies) or option or to give or receive any notice,
consent, amendment, waiver or approval, together with full power
and authority to demand, receive, enforce, collect or receipt
for any of the foregoing or for any Limited Liability Company
Asset, to enforce or execute any checks, or other instruments or
orders, to file any claims and to take any action in connection
with any of the foregoing (with all of the foregoing rights only
to be exercisable upon the occurrence and during the
continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution
for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and
all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or
all thereof;
(d) all Partnership Interests of such Pledgor from time to time
and all of its right, title and interest in each partnership to which
each such interest relates, whether now existing or hereafter
acquired, including, without limitation:
(A) all the capital thereof and its interest in all
profits, losses, Partnership Assets and other distributions to
which such Pledgor shall at any time be entitled in respect of
such Partnership Interests;
(B) all other payments due or to become due to such Pledgor
in respect of Partnership Interests, whether under any
partnership agreement, operating agreement or otherwise, whether
as contractual obligations, damages, insurance proceeds or
otherwise;
(C) all of its claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if
any, under any partnership agreement or operating agreement, or
at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor
against any such partnership for moneys loaned or advanced, for
services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership
agreement or operating agreement or at law to exercise and
enforce every right, power, remedy, authority, option and
privilege of such Pledgor relating to such Partnership
Interests, including any power to terminate, cancel or modify
any partnership agreement or operating agreement, to execute any
instruments and to take any and all other action on behalf of
and in the name of any of such Pledgor in respect of such
Partnership Interests and any such partnership, to make
determinations, to exercise any election (including, but not
limited to, election of remedies) or option or to give or
receive any notice, consent, amendment, waiver or approval,
together
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with full power and authority to demand, receive, enforce,
collect or receipt for any of the foregoing or for any
Partnership Asset, to enforce or execute any checks, or other
instruments or orders, to file any claims and to take any action
in connection with any of the foregoing (with all of the
foregoing rights only to be exercisable upon the occurrence and
during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution
for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and
all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or
all thereof;
(e) all Security Entitlements of such Pledgor from time to time
in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor
from time to time; and
(g) all Proceeds of any and all of the foregoing.
Notwithstanding anything to the contrary contained in this Section
3.1, (v) no Pledgor shall be required to pledge any equity interests in any
Health Care Joint Venture acquired in accordance with Section 9.14 of the
Credit Agreement if the equity interests of such Health Care Joint Venture
owned by all Pledgors has an aggregate investment cost of less than $2,000,000,
(w) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary
of the Borrower) shall be required at any time to pledge hereunder more than
65% of the Voting Stock of any Foreign Corporation, (x) each Pledgor shall be
required to pledge hereunder 100% of any Non-Voting Stock at any time and from
time to time acquired by such Pledgor of any Foreign Corporation, (y) the
equity interests of such Pledgor in The 6300 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partnership and
▇▇▇▇▇▇▇/CCP Joint Venture shall not be required to be pledged hereunder so long
as the requisite consents to allow such pledge have not been obtained and (z)
the equity interests of such Pledgor in ▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇ Joint Venture shall
not be required to be pledged hereunder (although to the extent such equity
interests have not been sold or otherwise disposed of in accordance with the
Credit Agreement within 180 days following the Effective Date, such equity
interests shall automatically be pledged hereunder on such date pursuant to the
terms hereof); provided that (i) the Pledgors agree to use their reasonable
best efforts to obtain such consents and (ii) if any such consent is obtained,
the equity interests of the entity for which such consent has been obtained
shall be pledged hereunder pursuant to the provisions hereof.
3.2. Procedures. (a) To the extent that any Pledgor at any
time or from time to time owns, acquires or obtains any right, title or
interest in any Collateral, such Collateral shall automatically (and without
the taking of any action by the respective Pledgor) be pledged pursuant to
Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to
the extent provided below) take the following actions as set forth below (as
promptly as practicable
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and, in any event, within 10 days after it obtains such Collateral) for the
benefit of the Pledgee and the Secured Creditors:
(i) with respect to a Certificated Security (other than a
Certificated Security credited on the books of a Clearing
Corporation), the respective Pledgor shall physically deliver such
Certificated Security to the Pledgee, endorsed to the Pledgee or
endorsed in blank;
(ii) with respect to an Uncertificated Security (other than an
Uncertificated Security credited on the books of a Clearing
Corporation), the respective Pledgor shall cause (or, in the case of
an Uncertificated Security issued by a Person which is not a
Subsidiary of such Pledgor, shall use its reasonable best efforts to
cause) the issuer of such Uncertificated Security to duly authorize
and execute, and deliver to the Pledgee, an agreement for the benefit
of the Pledgee and the Secured Creditors substantially in the form of
Annex G hereto (appropriately completed to the satisfaction of the
Pledgee and with such modifications, if any, as shall be satisfactory
to the Pledgee) pursuant to which such issuer agrees to comply with
any and all instructions originated by the Pledgee without further
consent by the registered owner and not to comply with instructions
regarding such Uncertificated Security (and any Partnership Interests
and Limited Liability Company Interests issued by such issuer)
originated by any other Person other than a court of competent
jurisdiction;
(iii) with respect to a Certificated Security, Uncertificated
Security, Partnership Interest or Limited Liability Company Interest
credited on the books of a Clearing Corporation (including a Federal
Reserve Bank, Participants Trust Company or The Depository Trust
Company), the respective Pledgor shall promptly notify the Pledgee
thereof and shall promptly take all actions required (i) to comply
with the applicable rules of such Clearing Corporation and (ii) to
perfect the security interest of the Pledgee under applicable law
(including, in any event, under Sections 9-312(a) and (b), 9-106 and
8-106(d) of the UCC). The Pledgor further agrees to take such actions
as the Pledgee deems necessary or desirable to effect the foregoing;
(iv) with respect to a Partnership Interest or a Limited
Liability Company Interest (other than a Partnership Interest or
Limited Liability Interest credited on the books of a Clearing
Corporation), (1) if such Partnership Interest or Limited Liability
Company Interest is represented by a certificate, the procedure set
forth in Section 3.2(a)(i) hereof, and (2) if such Partnership
Interest or Limited Liability Company Interest is not represented by
a certificate, the procedure set forth in Section 3.2(a)(ii) hereof;
(v) with respect to any Note, physical delivery of such Note to
the Pledgee, endorsed to the Pledgee or endorsed in blank; and
(vi) with respect to cash, upon the request of the Pledgee from
and after, and during the continuation of, an Event of Default, (i)
establishment by the Pledgee of a cash account in the name of such
Pledgor over which the Pledgee shall have exclusive and absolute
control and dominion (and no withdrawals or transfers may be made
therefrom
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by any Person except with the prior written consent of the Pledgee)
and (ii) deposit of such cash in such cash account.
(b) In addition to the actions required to be taken pursuant
to Section 3.2(a) hereof, each Pledgor shall take the following additional
actions with respect to the Securities and Collateral (as defined below):
(i) with respect to all Collateral of such Pledgor whereby or
with respect to which the Pledgee may obtain "control" thereof within
the meaning of Section 8-106 of the UCC (or under any provision of
the UCC as same may be amended or supplemented from time to time, or
under the laws of any relevant State other than the State of New
York), the respective Pledgor shall take all actions as may be
requested from time to time by the Pledgee so that "control" of such
Collateral is obtained (to the greatest extent feasible in the case
of any Collateral constituting a partnership or membership interest
in any Person which is not a Subsidiary of any Pledgor) and at all
times held by the Pledgee; and
(ii) each Pledgor shall from time to time cause appropriate
financing statements (on Form UCC-1 or other appropriate form) under
the Uniform Commercial Code as in effect in the various relevant
States, covering all Collateral hereunder (with the form of such
financing statements to be satisfactory to the Pledgee), to be filed
in the relevant filing offices so that at all times the Pledgee has a
security interest in all Investment Property and other Collateral
which is perfected by the filing of such financing statements (in
each case to the maximum extent perfection by filing may be obtained
under the laws of the relevant States, including, without limitation,
Section 9-312(a) of the UCC).
3.3 Subsequently Acquired Collateral. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Collateral at
any time or from time to time after the date hereof, such Collateral shall
automatically (and without any further action being required to be taken) be
subject to the pledge and security interests created pursuant to Section 3.1
hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to
be taken) all action with respect to such Collateral in accordance with the
procedures set forth in Section 3.2 hereof, and will promptly thereafter
deliver to the Pledgee (i) a certificate executed by a principal executive
officer of such Pledgor describing such Collateral and certifying that the same
has been duly pledged in favor of the Pledgee (for the benefit of the Secured
Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are
necessary to cause such annexes to be complete and accurate at such time.
Without limiting the foregoing, each Pledgor shall be required to pledge
hereunder any shares of stock at any time and from time to time after the date
hereof acquired by such Pledgor of any Foreign Corporation, provided that (x)
no Pledgor shall be required to pledge any equity interests in any Health Care
Joint Venture acquired in accordance with Section 9.14 of the Credit Agreement
if the equity interests of such Health Care Joint Venture owned by all Pledgors
has an aggregate investment cost of less than $2,000,000, (y) no Pledgor (to
the extent that it is the Borrower or a Domestic Subsidiary of the Borrower)
shall be required at any time to pledge hereunder more than 65% of the Voting
Stock of any Foreign Corporation and (z) each Pledgor shall be required to
pledge hereunder 100% of any Non-Voting Stock at any time and from time to time
acquired by such Pledgor of any Foreign Corporation.
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3.4 Transfer Taxes. Each pledge of Collateral under Section
3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps
required in connection with the pledge of such Collateral.
3.5 Definition of Pledged Notes. All Notes at any time
pledged or required to be pledged hereunder are hereinafter called the "Pledged
Notes."
3.6 Certain Representations and Warranties Regarding the
Collateral. Each Pledgor represents and warrants that on the date hereof (i)
each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in
Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and
type of shares of the stock of the corporations as described in Annex B hereto;
(iii) such Stock constitutes that percentage of the issued and outstanding
capital stock of the issuing corporation as is set forth in Annex B hereto;
(iv) the Notes held by such Pledgor consist of the promissory notes described
in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited
Liability Company Interests held by such Pledgor consist of the number and type
of interests of the Persons described in Annex D hereto; (vi) each such Limited
Liability Company Interest constitutes that percentage of the issued and
outstanding equity interest of the issuing Person as set forth in Annex D
hereto; (vii) the Partnership Interests held by such Pledgor consist of the
number and type of interests of the Persons described in Annex E hereto; (viii)
each such Partnership Interest constitutes that percentage or portion of the
entire partnership interest of the Partnership as set forth in Annex E hereto;
(ix) the Pledgor has complied with the respective procedure set forth in
Section 3.2(a) hereof with respect to each item of Collateral described in
Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no
other Securities, Limited Liability Company Interests or Partnership Interests.
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to
the extent necessary to enable the Pledgee to perfect its security interest in
any of the Collateral or to exercise any of its remedies hereunder, the Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Collateral, which may be held (in the
discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Collateral owned by it, and to give consents, waivers or
ratifications in respect thereof; provided that, in each case, no vote shall be
cast or any consent, waiver or ratification given or any action taken or
omitted to be taken which would violate or be inconsistent with any of the
terms of this Agreement, the Credit Agreement, any other Credit Document or any
Interest Rate Protection Agreement or Other Hedging Agreement (collectively,
the "Secured Debt Agreements"), or which would have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the
Pledgee or any other Secured Creditor in the Collateral. All such rights of
each Pledgor to vote and to give consents, waivers and ratifications shall
cease in case an Event of Default has occurred and is continuing, and Section 7
hereof shall become applicable.
11
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there
shall have occurred and be continuing an Event of Default, all cash dividends,
cash distributions, cash Proceeds and other cash amounts payable in respect of
the Collateral shall be paid to the respective Pledgor. The Pledgee shall be
entitled to receive directly, and to retain as part of the Collateral:
(i) all other or additional stock, notes, limited liability
company interests, partnership interests, instruments or other
securities or property paid or distributed by way of dividend or
otherwise in respect of the Collateral (except for cash dividends,
unless an Event of Default is continuing at the time of payment
thereof);
(ii) all other or additional stock, notes, limited liability
company interests, partnership interests, instruments or other
securities or property paid or distributed in respect of the
Collateral by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement
(except for cash dividends, unless an Event of Default is continuing
at the time of payment thereof); and
(iii) all other or additional stock, notes, limited liability
company interests, partnership interests, instruments or other
securities or property which may be paid in respect of the Collateral
by reason of any consolidation, merger, exchange of stock, conveyance
of assets, liquidation or similar corporate reorganization (except
for cash dividends, unless an Event of Default is continuing at the
time of payment thereof).
Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement. All dividends, distributions or other
payments which are received by any Pledgor contrary to the provisions of this
Section 6 and Section 7 hereof shall be received in trust for the benefit of
the Pledgee, shall be segregated from other property or funds of such Pledgor
and shall be forthwith paid over to the Pledgee as Collateral in the same form
as so received (with any necessary endorsement).
7. REMEDIES IN CASE OF EVENT OF DEFAULT. If there shall have
occurred and be continuing an Event of Default, then and in every such case,
the Pledgee shall be entitled to exercise all of the rights, powers and
remedies (whether vested in it by this Agreement, any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in
respect of the Collateral, and the Pledgee shall be entitled to exercise all
the rights and remedies of a secured party under the Uniform Commercial Code as
in effect in any relevant jurisdiction and also shall be entitled, without
limitation, to exercise the following rights, which each Pledgor hereby agrees
to be commercially reasonable:
(i) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6 hereof to the respective Pledgor;
(ii) to transfer all or any part of the Collateral into the
Pledgee's name or the name of its nominee or nominees;
12
(iii) to accelerate any Pledged Note which may be accelerated in
accordance with its terms, and take any other lawful action to
collect upon any Pledged Note (including, without limitation, to make
any demand for payment thereon);
(iv) to vote all or any part of the Collateral (whether or not
transferred into the name of the Pledgee) and give all consents,
waivers and ratifications in respect of the Collateral and otherwise
act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so);
(v) at any time and from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention
to sell or of the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by each Pledgor),
for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or
prices and on such terms as the Pledgee in its absolute discretion
may determine, provided that at least 10 days' written notice of the
time and place of any such sale shall be given to the respective
Pledgor. The Pledgee shall not be obligated to make any such sale of
Collateral regardless of whether any such notice of sale has
theretofore been given. Each Pledgor hereby waives and releases to
the fullest extent permitted by law any right or equity of redemption
with respect to the Collateral, whether before or after sale
hereunder, and all rights, if any, of marshalling the Collateral and
any other security for the Obligations or otherwise. At any such
sale, unless prohibited by applicable law, the Pledgee on behalf of
the Secured Creditors may bid for and purchase all or any part of the
Collateral so sold free from any such right or equity of redemption.
Neither the Pledgee nor any other Secured Creditor shall be liable
for failure to collect or realize upon any or all of the Collateral
or for any delay in so doing nor shall any of them be under any
obligation to take any action whatsoever with regard thereto; and
(vi) to set-off any and all Collateral against any and all
Obligations, and to withdraw any and all cash or other Collateral
from any and all Collateral Accounts and to apply such cash and other
Collateral to the payment of any and all Obligations.
8. REMEDIES, ETC., CUMULATIVE. Each and every right, power
and remedy of the Pledgee provided for in this Agreement or in any other
Secured Debt Agreement, or now or hereafter existing at law or in equity or by
statute shall be cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning of the exercise by
the Pledgee or any other Secured Creditor of any one or more of the rights,
powers or remedies provided for in this Agreement or any other Secured Debt
Agreement or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by the Pledgee
or any other Secured Creditor of all such other rights, powers or remedies, and
no failure or delay on the part of the Pledgee or any other
13
Secured Creditor to exercise any such right, power or remedy shall operate as a
waiver thereof. No notice to or demand on any Pledgor in any case shall entitle
it to any other or further notice or demand in similar or other circumstances
or constitute a waiver of any of the rights of the Pledgee or any other Secured
Creditor to any other or further action in any circumstances without notice or
demand. The Secured Creditors agree that this Agreement may be enforced only by
the action of the Administrative Agent or the Pledgee, in each case acting upon
the instructions of the Required Lenders (or, after the date on which all
Credit Document Obligations have been paid in full, the holders of at least the
majority of the outstanding Other Obligations) and that no other Secured
Creditor shall have any right individually to seek to enforce or to enforce
this Agreement or to realize upon the security to be granted hereby, it being
understood and agreed that such rights and remedies may be exercised by the
Administrative Agent or the Pledgee or the holders of at least a majority of
the outstanding Other Obligations, as the case may be, for the benefit of the
Secured Creditors upon the terms of this Agreement.
9. APPLICATION OF PROCEEDS. (a) All monies collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement, together with all other monies received by the Pledgee
hereunder, shall be applied in the manner provided in the Security Agreement.
(b) It is understood and agreed that the Pledgors shall
remain jointly and severally liable to the extent of any deficiency between the
amount of the proceeds of the Collateral hereunder and the aggregate amount of
the Obligations.
10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein
granted, pursuant to judicial process or otherwise), the receipt of the Pledgee
or 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 Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.
11. INDEMNITY. Each Pledgor jointly and severally agrees (i)
to indemnify and hold harmless the Pledgee in such capacity and each other
Secured Creditor and their respective successors, assigns, employees, agents,
affiliates and servants (individually an "Indemnitee," and collectively the
"Indemnitees") from and against any and all claims, demands, losses, judgments
and liabilities (including liabilities for penalties) of whatsoever kind or
nature, and (ii) to reimburse each Indemnitee for all costs and expenses,
including reasonable attorneys' fees, in each case growing out of or resulting
from this Agreement or the exercise by any Indemnitee of any right or remedy
granted to it hereunder or under any other Secured Debt Agreement (but
excluding any claims, demands, losses, judgments and liabilities or expenses to
the extent incurred by reason of gross negligence or willful misconduct of such
Indemnitee as determined by a non-appealable decision by a court of competent
jurisdiction). In no event shall the Pledgee be liable, in the absence of gross
negligence or willful misconduct on its part, for any matter or thing in
connection with this Agreement other than to account for monies actually
received by it in accordance with the terms hereof. If and to the extent that
the obligations of any Pledgor under this Section 11 are unenforceable for any
reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law.
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12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY
MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other
Secured Creditor liable as a member of any limited liability company or as a
partner of any partnership and neither the Pledgee nor any other Secured
Creditor by virtue of this Agreement or otherwise (except as referred to in the
following sentence) shall have any of the duties, obligations or liabilities of
a member of any limited liability company or of a partner of any partnership.
The parties hereto expressly agree that, unless the Pledgee shall become the
absolute owner of Collateral consisting of a Limited Liability Company Interest
or Partnership Interest pursuant hereto, this Agreement shall not be construed
as creating a partnership or joint venture among the Pledgee, any other Secured
Creditor and/or any Pledgor.
(b) Except as provided in the last sentence of paragraph (a)
of this Section 12, the Pledgee, by accepting this Agreement, did not intend to
become a member of any limited liability company or a partner of any
partnership or otherwise be deemed to be a co-venturer with respect to any
Pledgor or any limited liability company or partnership either before or after
an Event of Default shall have occurred. The Pledgee shall have only those
powers set forth herein and the Secured Creditors shall assume none of the
duties, obligations or liabilities of a member of any limited liability company
or of a partner of any partnership or any Pledgor except as provided in the
last sentence of paragraph (a) of this Section 12.
(c) The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.
(d) The acceptance by the Pledgee of this Agreement, with all
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any other Secured Creditor to appear in
or defend any action or proceeding relating to the Collateral to which it is
not a party, or to take any action hereunder or thereunder, or to expend any
money or incur any expenses or perform or discharge any obligation, duty or
liability under the Collateral.
13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor
agrees that it will join with the Pledgee in executing and, at such Pledgor's
own expense, file and refile under the Uniform Commercial Code or other
applicable law such financing statements, continuation statements and other
documents in such offices as the Pledgee may deem necessary and wherever
required by law in order to perfect and preserve the Pledgee's security
interest in the Collateral and hereby authorizes the Pledgee to file financing
statements and amendments thereto (including, without limitation, such
financing statements which list the collateral as "all assets" or any similar
designation) relative to all or any part of the Collateral without the
signature of such Pledgor where permitted by law, and agrees to do such further
acts and things and to execute and deliver to the Pledgee such additional
conveyances, assignments, agreements and instruments as the Pledgee may
reasonably require or deem necessary to carry into effect the purposes of this
Agreement or to further assure and confirm unto the Pledgee its rights, powers
and remedies hereunder.
(b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor or
15
otherwise, to act from time to time solely after the occurrence and during the
continuance of an Event of Default in the Pledgee's reasonable discretion to
take any action and to execute any instrument which the Pledgee may deem
necessary or advisable to accomplish the purposes of this Agreement.
14. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed by each Secured Creditor that
by accepting the benefits of this Agreement each such Secured Creditor
acknowledges and agrees that the obligations of the Pledgee as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement. The Pledgee shall act hereunder on the terms and conditions set
forth herein and in Section 12 of the Credit Agreement.
15. TRANSFER BY THE PLEDGORS. No Pledgor will sell or
otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein (except as may
be permitted in accordance with the terms of the Credit Agreement).
16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PLEDGORS. (a) Each Pledgor represents, warrants and covenants that:
(i) it is the legal, beneficial and record owner of, and has
good and marketable title to, all Collateral purported to be owned by
it consisting of one or more Securities and that it has sufficient
interest in all Collateral purported to be owned by it in which a
security interest is purported to be created hereunder for such
security interest to attach (subject, in each case, to no pledge,
lien, mortgage, hypothecation, security interest, charge, option,
Adverse Claim or other encumbrance whatsoever, except the liens and
security interests created by this Agreement and Permitted Liens of
the type described in Section 9.01(i));
(ii) it has full power, authority and legal right to pledge all
the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and
delivered by such Pledgor and constitutes a legal, valid and binding
obligation of such Pledgor enforceable against such Pledgor in
accordance with its terms, except to the extent that the
enforceability hereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, no consent
of any other party (including, without limitation, any stockholder,
partner, member or creditor of such Pledgor or any of its
Subsidiaries) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration,
filing or declaration with, any governmental authority is required to
be obtained by such Pledgor in connection with (a) the execution,
delivery or performance of this Agreement, (b) the validity or
16
enforceability of this Agreement, (c) the perfection or
enforceability of the Pledgee's security interest in the Collateral
or (d) except for compliance with or as may be required by applicable
securities laws, the exercise by the Pledgee of any of its rights or
remedies provided herein;
(v) the execution, delivery and performance of this Agreement
will not violate any provision of any applicable law or regulation or
of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, applicable
to such Pledgor, or of the certificate of incorporation, operating
agreement, limited liability company agreement, partnership agreement
or by-laws of such Pledgor or of any securities issued by such
Pledgor or any of its Subsidiaries, or of any mortgage, deed of
trust, indenture, lease, loan agreement, credit agreement or other
material contract, agreement or instrument or undertaking to which
such Pledgor or any of its Subsidiaries is a party or which purports
to be binding upon such Pledgor or any of its Subsidiaries or upon
any of their respective assets and will not result in the creation or
imposition of (or the obligation to create or impose) any lien or
encumbrance on any of the assets of such Pledgor or any of its
Subsidiaries except as contemplated by this Agreement;
(vi) all of the Collateral pledged by it that consists of
Securities, Limited Liability Company Interests or Partnership
Interests has been duly and validly issued and acquired, is fully
paid and non-assessable and is subject to no options to purchase or
similar rights;
(vii) each of the Pledged Notes pledged by it that constitutes,
or when executed by the obligor thereof will constitute, the legal,
valid and binding obligation of such obligor, enforceable in
accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law);
(viii) the pledge, collateral assignment and delivery to the
Pledgee of the Collateral consisting of Certificated Securities
pursuant to this Agreement creates a valid and perfected first
priority security interest in such Certificated Securities, and the
proceeds thereof, subject to no prior Lien or encumbrance or to any
agreement purporting to grant to any third party a Lien or
encumbrance on the property or assets of such Pledgor which would
include the Securities, and the Pledgee is entitled to all the
rights, priorities and benefits afforded by the UCC or other relevant
law as enacted in any relevant jurisdiction to perfect security
interests in respect of such Collateral; and
(ix) "control" (as defined in Section 8-106 of the UCC) has been
obtained by the Pledgee over all Collateral consisting of Securities
(including Notes which are Securities) with respect to which such
"control" may be obtained pursuant to Section 8-106 of the UCC.
(b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever; and
each Pledgor covenants and agrees that it will have like
17
title to and right to pledge any other property at any time hereafter pledged
to the Pledgee as Collateral hereunder and will likewise defend the right
thereto and security interest therein of the Pledgee and the other Secured
Creditors.
(c) Each Pledgor which is a limited liability company or a
partnership (and each Pledgor which is a direct parent of any such limited
liability company or partnership) covenants and agrees that it will not,
without 15 days prior written notice to the Pledgee, amend or modify (or allow
to be amended or modified) any limited liability company agreement, partnership
agreement or other organizational document of such limited liability company or
partnership in any manner which causes the Limited Liability Company Interests
or Partnership Interests of such limited liability company or partnership, as
the case may be, to be treated as a "security" governed under Article 8 of the
UCC; provided that nothing herein shall prohibit any Pledgor from creating or
acquiring limited liability companies or partnerships in compliance with the
Credit Agreement whose equity interests are treated as "securities" governed
under Article 8 of the UCC so long as the relevant procedures under Section 3.2
hereof are taken at the time of any such creation or acquisition.
17. JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE;
RECORDS; ETC. The exact legal name of each Pledgor, the organizational
identification number (if any) of such Pledgor, the jurisdiction of
organization of such Pledgor and the type of organization of such Pledgor is
accurately set forth in Schedule XII to the Credit Agreement. The chief
executive office of each Pledgor is located at the address specified in Annex F
hereto for such Pledgor. No Pledgor shall take, or permit to be taken, any
action which would cause a violation of Section 9.15 of the Credit Agreement
with respect to such Pledgor or any of its Subsidiaries which are Subsidiary
Guarantors. Furthermore, each Pledgor will not move its chief executive office
until (i) it shall have given to the Pledgee not less than 15 days' prior
written notice of its intention so to do, clearly describing such new location
and providing such other information in connection therewith as the Pledgee may
reasonably request and (ii) with respect to such new location, it shall have
taken all action (if any is required), satisfactory to the Pledgee, to maintain
the security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect.
Promptly after establishing a new location for such offices in accordance with
the immediately preceding sentence, the respective Pledgor shall deliver to the
Pledgee a supplement to Annex F hereto so as to cause such Annex F hereto to be
complete and accurate.
18. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of or addition or supplement to or
deletion from any Secured Debt Agreement or any other instrument or agreement
referred to therein, or any assignment or transfer of any thereof; (ii) any
waiver, consent, extension, indulgence or other action or inaction under or in
respect of any such agreement or instrument including, without limitation, this
Agreement; (iii) any furnishing of any additional security to the Pledgee or
its assignee or any acceptance thereof or any release of any security by the
Pledgee or its assignee; (iv) any limitation on any party's liability or
obligations under any such
18
instrument or agreement or any invalidity or unenforceability, in whole or in
part, of any such instrument or agreement or any term thereof; or (v) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any Pledgor or any Subsidiary
of any Pledgor, or any action taken with respect to this Agreement by any
trustee or receiver, or by any court, in any such proceeding, whether or not
such Pledgor shall have notice or knowledge of any of the foregoing.
19. REGISTRATION, ETC. If at any time when the Pledgee shall
determine to exercise its right to sell all or any part of the Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests pursuant to Section 7 hereof, and the Collateral or the part thereof
to be sold shall not, for any reason whatsoever, be effectively registered
under the Securities Act, as then in effect, the Pledgee may, in its sole and
absolute discretion, sell such Collateral, as the case may be, or part thereof
by private sale in such manner and under such circumstances as the Pledgee may
deem necessary or advisable in order that such sale may legally be effected
without such registration. Without limiting the generality of the foregoing, in
any such event the Pledgee, in its sole and absolute discretion (i) may proceed
to make such private sale notwithstanding that a registration statement for the
purpose of registering such Collateral or part thereof shall have been filed
under such Securities Act, (ii) may approach and negotiate with a single
possible purchaser to effect such sale, and (iii) may restrict such sale to a
purchaser who will represent and agree that such purchaser is purchasing for
its own account, for investment, and not with a view to the distribution or
sale of such Collateral or part thereof. In the event of any such sale, the
Pledgee shall incur no responsibility or liability for selling all or any part
of the Collateral at a price which the Pledgee, in its sole and absolute
discretion, in good ▇▇▇▇▇ ▇▇▇▇▇ reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until after registration as aforesaid.
20. TERMINATION; RELEASE. (a) After the Termination Date,
this Agreement and the security interest created hereby shall terminate
(provided that all indemnities set forth herein including, without limitation,
in Section 11 hereof shall survive any such termination), and the Pledgee, at
the request and expense of any Pledgor, will execute and deliver to such
Pledgor a proper instrument or instruments (including Uniform Commercial Code
termination statements on form UCC-3) acknowledging the satisfaction and
termination of this Agreement, and will duly assign, transfer and deliver to
such Pledgor (without recourse and without any representation or warranty) such
of the Collateral as has not theretofore been sold or otherwise applied or
released pursuant to this Agreement, together with any monies at the time held
by the Pledgee or any of its sub-agents hereunder. As used in this Agreement,
"Termination Date" shall mean the date upon which the Total Commitments and all
Interest Rate Protection Agreements and Other Hedging Agreements have been
terminated, no Note under the Credit Agreement is outstanding (and all Loans
have been repaid in full), all Letters of Credit have been terminated, no
further Incremental Term Loan Commitments may be requested by the Borrower or
provided by any Lender or any other Person, and all Obligations then due and
payable have been paid in full.
(b) In the event that any part of the Collateral is sold,
transferred or otherwise disposed of (other than to the Borrower or a
Subsidiary Guarantor) in accordance with the Credit
19
Agreement, or is otherwise released at the direction of the Required Lenders
(or all Lenders if required by Section 13.12 of the Credit Agreement) and the
proceeds of such sale, transfer or other disposition, or from such release, are
applied in accordance with the provisions of the Credit Agreement, to the
extent required to be so applied, the Pledgee, at the request and expense of
any Pledgor, will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral
(and releases therefor) as is then being (or has been) so sold, transferred or
otherwise disposed of or released and has not theretofore been released
pursuant to this Agreement. Furthermore, upon the release of any Subsidiary
Guarantor from the Subsidiaries Guaranty in accordance with the provisions
thereof, such Pledgor (and the Collateral at such time pledged by the
respective Pledgor pursuant hereto) shall be released from this Agreement.
(c) At any time that a Pledgor desires that the Pledgee
assign, transfer and deliver Collateral (and releases therefor) as provided in
Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate
signed by a principal executive officer of such Pledgor stating that the
release of the respective Collateral is permitted pursuant to such Section
20(a) or (b). At any time that the Borrower or the respective Pledgor desires
that a Subsidiary of the Borrower which has been released from the Subsidiaries
Guaranty be released hereunder as provided in the last sentence of Section
20(b), it shall deliver to the Pledgee a certificate signed by a principal
executive officer of the Borrower and the respective Pledgor stating that the
release of the respective Pledgor (and its Collateral) is permitted pursuant to
such Section 20(b).
(d) The Pledgee shall have no liability whatsoever to any
other Secured Creditor as the result of any release of Collateral or any
Pledgor by it which the Pledgee in good faith believes to be in accordance with
this Section 20.
21. NOTICES, ETC. All such notices and communications
provided for hereunder shall be in writing (including telegraphic, telex,
telecopier or cable communication) and mailed, telegraphed, telexed,
telecopied, cabled or delivered to the appropriate address set forth below. All
such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, be effective when deposited
in the mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier, except that
notices and communications to (x) the Pledgee shall not be effective until
received by the Pledgee and (y) any Pledgor shall not be effective until
received by any such Pledgor. All notices and other communications shall be in
writing and addressed as follows:
(a) if to any Pledgor, at
c/o Vanguard Health Systems, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
20
(b) if to the Pledgee, at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to any Lender Creditor, either (x) to the
Administrative Agent, at the address of the Administrative Agent specified in
the Credit Agreement or (y) at such address as such Lender Creditor shall have
specified in the Credit Agreement; and
(d) if to any Other Creditor, at such address as such Other
Creditor shall have specified in writing to the Pledgors and the Pledgee;
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.
22. WAIVER; AMENDMENT. Except as provided in Sections 20 and
25, none of the terms and conditions of this Agreement may be changed, waived,
modified or varied in any manner whatsoever unless in writing duly signed by
each Pledgor directly affected thereby and the Pledgee (with the written
consent of either (x) the Required Lenders (or all of the Lenders to the extent
required by Section 13.12 of the Credit Agreement) at all times prior to the
time on which all Credit Document Obligations have been paid in full or (y) the
holders of at least a majority of the outstanding Other Obligations at all
times after the time on which all Credit Document Obligations have been paid in
full); provided that any change, waiver, modification or variance affecting the
rights and benefits of a single Class (as defined below) of Secured Creditors
(and not all Secured Creditors in a like or similar manner) shall also require
the written consent of the Requisite Creditors (as defined below) of such
affected Class. For the purpose of this Agreement, the term "Class" shall mean
each class of Secured Creditors, i.e., whether (i) the Lender Creditors as
holders of the Credit Document Obligations or (ii) the Other Creditors as the
holders of the Other Obligations. For the purpose of this Agreement, the term
"Requisite Creditors" of any Class shall mean each of (i) with respect to the
Credit Document Obligations, the Required Lenders (or all Lenders if required
by Section 13.12 of the Credit Agreement) and (ii) with respect to the Other
Obligations, the holders of at least a majority of all obligations outstanding
from time to time under the Interest Rate Protection Agreements and Other
Hedging Agreements.
23. MISCELLANEOUS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns, provided that no Pledgor may assign any of its rights
or obligations under this Agreement without the prior consent of the Collateral
Agent. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PLEDGOR
IRREVOCABLY WAIVES ALL RIGHT
21
TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The
headings in this Agreement are for purposes of reference only and shall not
limit or define the meaning hereof. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto.
24. RECOURSE. This Agreement is made with full recourse to
the Pledgors and pursuant to and upon all the representations, warranties,
covenants and agreements on the part of the Pledgors contained herein and in
the other Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.
25. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary Guarantor that desires to become a Pledgor hereunder, or is required
to execute a counterpart of this Agreement after the date hereof pursuant to
the requirements of the Credit Agreement or any other Credit Document, shall
become a Pledgor hereunder by (x) executing a counterpart hereof and delivering
the same to the Pledgee or a Joinder Agreement substantially in the form of
Exhibit O to the Credit Agreement, (y) delivering supplements to Schedule XII
to the Credit Agreement and Annexes A through F hereto as are necessary to
cause such schedule and annexes to be complete and accurate with respect to
such additional Pledgor on such date and (z) taking all actions as specified in
this Agreement as would have been taken by such Pledgor had it been an original
party to this Agreement, in each case with all documents required above to be
delivered to the Collateral Agent and with all documents and actions required
above to be taken to the reasonable satisfaction of the Collateral Agent.
* * * *
22
IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused
this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.
VANGUARD HEALTH SYSTEMS, INC.
VHS ACQUISITION CORPORATION
VHS OF PHOENIX, INC.
VHS OUTPATIENT CLINICS, INC.
VHS OF ARROWHEAD, INC.
PLEASANT PROPERTIES, INC.
VHS OF SOUTH PHOENIX, INC.
VHS IMAGING CENTERS, INC.
VHS OF ANAHEIM, INC.
VHS OF ORANGE COUNTY, INC.
VHS HOLDING COMPANY, INC.
VHS OF HUNTINGTON BEACH, INC.
VHS OF ILLINOIS, INC.
▇▇▇▇▇▇▇ HEALTH PROVIDERS, INC.
▇▇▇▇▇▇▇ MANAGEMENT SERVICES, INC.
MIDWEST CLAIMS PROCESSING, INC.
PROS TEMPORARY STAFFING, INC.
WATERMARK PHYSICIAN SERVICES, INC.
VHS GENESIS LABS, INC.
▇▇▇▇▇▇▇ MEDICAL RECORDS, INC.
VANGUARD HEALTH MANAGEMENT, INC.
TRINITY MEDCARE, INC.
V-II ACQUISITION CO., INC.
VANGUARD HEALTH FINANCIAL COMPANY, INC.
VHS OF RANCOCAS, INC.,
each as a Pledgor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
Duly authorized to sign on behalf of
each of the foregoing entities
VHS ACQUISITION SUBSIDIARY
NUMBER 1, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 2, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 3, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 4, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 5, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 6, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 7, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 8, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 9, INC.
VHS ACQUISITION SUBSIDIARY
NUMBER 10, INC.,
each as a Pledgor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Title: Chief Financial Officer
Duly authorized to sign on behalf of
each of the foregoing entities
THE ANAHEIM VHS LIMITED
PARTNERSHIP, as a Pledgor
By: VHS of Anaheim, Inc., its General
Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Title: Chief Financial Officer
THE HUNTINGTON BEACH VHS LIMITED
PARTNERSHIP, as a Pledgor
By: VHS of Huntington Beach, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Title: Chief Financial Officer
HEALTHCARE COMPLIANCE, L.L.C., as a
Pledgor
By: Vanguard Health Management, Inc.,
its Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Title: Chief Financial Officer
THE VHS ARIZONA IMAGING CENTERS
LIMITED PARTNERSHIP, as a Pledgor
By: VHS Imaging Centers, Inc., its
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Title: Chief Financial Officer
Accepted and Agreed to:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: Principal
BANK OF AMERICA, N.A.,
as Collateral Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Title: Principal
Annex A
to
PLEDGE AGREEMENT
----------------
LIST OF SUBSIDIARIES
A. Vanguard Health Systems, Inc. ("Borrower"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
Vanguard Health Management, Inc. Delaware 100% by Borrower
Vanguard Health Financial Company, Inc. Tennessee 100% by Borrower
B. Vanguard Health Financial Company, Inc. ("VHFCI"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
VHS Acquisition Corporation Delaware 100% by VHFCI
V-II Acquisition Co., Inc. Pennsylvania 100% by VHFCI
Healthcare Compliance, L.L.C. District of 100% by VHMI
Columbia
VHS of Orange County, Inc. Delaware 100% by VHFCI
VHS Holding Company, Inc. Delaware 100% by VHFCI
VHS of Illinois, Inc. Delaware 100% by VHFCI
▇▇▇▇▇▇▇ Medical Records, Inc. Delaware 100% by VHFCI
VHS Genesis Labs, Inc. Delaware 100% by VHFCI
▇▇▇▇▇▇▇ Management Services, Inc. Illinois 100% by VHFCI
VHS of Phoenix, Inc. Delaware 100% by VHFCI
Trinity MedCare, Inc. Delaware 100% by VHFCI
The VHS Arizona Imaging Centers Limited Partnership Delaware 88% by VHS-HC
10% by VHFCI
2% by VHS-I
VHS Imaging Centers, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 1, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 2, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 3, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 4, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 5, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 6, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 7, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 8, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 9, Inc. Delaware 100% by VHFCI
VHS Acquisition Subsidiary Number 10, Inc. Delaware 100% by VHFCI
C. V-II Acquisition Co., Inc. ("VAC"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
VHS of Rancocas, Inc. New Jersey 100% by VAC
D. Vanguard Health Management, Inc. ("VHMI"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
Healthcare Compliance, L.L.C. District of 100% by VHMI
Columbia
Page 1 of 3
Annex A
to
PLEDGE AGREEMENT
----------------
E. VHS of Orange County, Inc. ("VHOC"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
VHS of Huntington Beach, Inc. Delaware 100% by VHOC
VHS of Anaheim, Inc. Delaware 100% by VHOC
F. VHS Holding Company, Inc. ("VHS-HC"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
The Anaheim VHS Limited Partnership Delaware 98% by VHS-HC
2% by VHS-A
The Huntington Beach VHS Limited Partnership Delaware 98% by VHS-HC
2% of VHS-HB
Magnolia Surgery Center Limited Partnership Delaware 97% by VHS-HC
2% by VHS-HB
1% by Physicians
The VHS Arizona Imaging Centers Limited Partnership Delaware 88% by VHS-HC
10% by VHFCI
2% by VHS-I
G. VHS of Anaheim, Inc. ("VHS-A"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
The Anaheim VHS Limited Partnership Delaware 98% by VHS-HC
2% by VHS-A
North Anaheim Surgicenter, Ltd. California 75% VHS-A(1)
25% by Physicians
H. VHS of Huntington Beach, Inc ("VHS-HB"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
The Huntington Beach VHS Limited Partnership Delaware 98% by VHS-HC
2% by VHS-HB
Magnolia Surgery Center Limited Partnership Delaware 97% by VHS-HC
2% by VHS-HB
1% by Physicians
▇. ▇▇▇▇▇▇▇ Management Services, Inc. ("MMS"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
Primary Care Physicians Center, LLC Illinois 94% by MMS(2)
Midwest Claims Processing, Inc. Illinois 100% by MMS
▇▇▇▇▇▇▇ Health Providers, Inc. Illinois 100% by MMS
Watermark Physician Services, Inc.4 Illinois 100% by MMS
Pros Temporary Staffing, Inc. Illinois 100% by MMS
The ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 50.33% by MMS(3)
----------------
(1) VHS-A aggregate ownership is 75% of the partnership interests (150 units
out of 200 units). Physicians own 50 LP units for 25% partnership interest
ownership.
(2) A third party (or parties) owns 6% of the Membership Interests.
(3) A third party (or parties) owns 49.67% of the partnership interests.
(4) Formerly, Watermark Ventures, Inc.
Page 2 of 3
Annex A
to
PLEDGE AGREEMENT
----------------
J. VHS of Phoenix, Inc. ("VHS-P"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
VHS of Arrowhead, Inc. Delaware 100% by VHS-P
VHS Outpatient Clinics, Inc. Delaware 100% by VHS-P
VHS of South Phoenix, Inc. Delaware 100% by VHS-P
K. VHS of Arrowhead, Inc. ("VA"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
Pleasant Properties, Inc. Arizona 100% by VA
L. VHS of South Phoenix, Inc. ("VHS-SP"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
VHS Phoenix Health Plan, Inc. Delaware 100% by VHS-SP
M. VHS Imaging Centers, Inc. ("VHS-I"), as Pledgor
Direct
Subsidiary Jurisdiction Ownership
---------- ------------ ---------
The VHS Arizona Imaging Centers Delaware 88% by VHS-HC
Limited Partnership 10% by VHFCI
2% by VHS-I
N. Other Subsidiaries- no others Subsidiaries as of the Effective Date
Page 3 of 3
Annex B
to
PLEDGE AGREEMENT
LIST OF STOCK
A. Vanguard Health Systems, Inc. ("Borrower"), as Pledgor
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
Vanguard Health Management, Inc. Delaware 100% 1,000 Common-1 (i)
Vanguard Health Financial Company, Inc. Tennessee 100% 1,000 Common-6(a) (i)
1,000 Common-4 (i)
2,000 Common-5 (i)
1,000 Common-7 (i)
B. Vanguard Health Financial Company, Inc. ("VHFCI"), as Pledgor
-------------------------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
VHS Acquisition Corporation Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
V-II Acquisition Co., Inc. Pennsylvania 100% 1,000 Common-1 (i)
VHS of Orange County, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-3(b) (i)
1,000 Common-4 (i)
VHS Holding Company, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-3 (b) (i)
1,000 Common-4
VHS of Illinois, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
▇▇▇▇▇▇▇ Medical Records, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
VHS Genesis Labs, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
▇▇▇▇▇▇▇ Management Services, Inc. Illinois 100% 1,000 Common-3 (i)
VHS of Phoenix, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
------------------------------
(a) Certificates 1 and 2 cancelled due to typographical error in name of
holder. Certificate 3 lost.
(b) Certificate 2 for each issuer lost.
Page 1 of 3
Annex B
to
PLEDGE AGREEMENT
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
Trinity MedCare, Inc. Delaware 100% 6,961 Common-23 (i)
VHS Imaging Centers, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
VHS Acquisition Subsidiary Number 1, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 2, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 3, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 4, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 5, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 6, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 7, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 8, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 9, Inc. Delaware 100% 1,000 Common-1 (i)
VHS Acquisition Subsidiary Number 10, Inc. Delaware 100% 1,000 Common-1 (i)
C. V-II Acquisition Co., Inc. ("VAC"), as Pledgor
----------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
VHS of Rancocas, Inc. New Jersey 100% 1,000 Common-1 (i)
D. VHS of Orange County, Inc. ("VHOC"), as Pledgor
-----------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
VHS of Huntington Beach, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-3(a) (i)
VHS of Anaheim, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-3(a) (i)
-----------------------------
(a) Certificate 2 for each issuer lost.
Page 2 of 3
Annex B
to
PLEDGE AGREEMENT
▇. ▇▇▇▇▇▇▇ Management Services, Inc. ("MMS"), as Pledgor
-----------------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
Midwest Claims Processing, Inc. Illinois 100% 1,000-Common-2 (i)
▇▇▇▇▇▇▇ Health Providers, Inc. Illinois 100% 1,000-Common-001 (i)
Watermark Physician Services, Inc.(a) Illinois 100% 1,000-Common-1 (i)
Pros Temporary Staffing, Inc. Illinois 100% 1,000-Common-1 (i)
F. VHS of Phoenix, Inc. ("VHS-P"), as Pledgor
------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
VHS of Arrowhead, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
VHS Outpatient Clinics, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
VHS of South Phoenix, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
G. VHS of Arrowhead, Inc. ("VA"), as Pledgor
-----------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
Pleasant Properties, Inc. Arizona 100% 1,000 Common-2(b) (i)
H. VHS of South Phoenix, Inc. ("VHS-SP"), as Pledgor
-------------------------------------------------
Relevant
Number of Shares/ Sub-Clause of
Percentage of Type of Shares/ Section 3.2(a)
Issuing Corporation Jurisdiction Outstanding Shares Certificate No. of Pledge Agreement
------------------- ------------ ------------------ --------------- -------------------
VHS Phoenix Health Plan, Inc. Delaware 100% 1,000 Common-1 (i)
1,000 Common-2 (i)
I. No other Pledgors hold Stock as of the Effective Date.
------------------------------------------------------
------------------------------
(a) Formerly, Watermark Ventures, Inc.
(b) Certificate No. 1 cancelled in connection with acquisition of this issuer.
Page 3 of 3
Annex C
to
PLEDGE AGREEMENT
LIST OF NOTES
-------------
(With respect to all of the following Notes, the relevant
Sub-clause of Section 3.2(a) is (v).)
I. Vanguard Health Systems, Inc. (Payee and Pledgor)
-----------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Management, Inc. n/a1 n/a
Vanguard Health Financial Company, Inc. n/a n/a
II. Vanguard Health Financial Company, Inc. (Payee and Pledgor)
---------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Systems, Inc. n/a n/a
Vanguard Health Management, Inc. n/a n/a
V-II Acquisition Co., Inc. n/a n/a
VHS Acquisition Corporation n/a n/a
VHS of Rancocas, Inc. n/a n/a
Healthcare Compliance, L.L.C. n/a n/a
VHS of Orange County, Inc. n/a n/a
VHS Holding Company, Inc. n/a n/a
VHS of Huntington Beach, Inc. n/a n/a
VHS of Anaheim, Inc. n/a n/a
The Anaheim VHS Limited Partnership n/a n/a
VHS of Illinois, Inc. n/a n/a
▇▇▇▇▇▇▇ Management Services, Inc. n/a n/a
Primary Care Physician Center, Inc. n/a n/a
Midwest Claims Processing, Inc. n/a n/a
▇▇▇▇▇▇▇ Health Providers, Inc. n/a n/a
Chicago Health System, Inc. n/a n/a
VHS Genesis Labs, Inc. n/a n/a
Watermark Physician Services, Inc. n/a n/a
Pros Temporary Staffing, Inc. n/a n/a
▇▇▇▇▇▇▇ Medical Records, Inc. n/a n/a
VHS of Phoenix, Inc. n/a n/a
VHS of Arrowhead, Inc. n/a n/a
VHS Outpatient Clinics, Inc. n/a n/a
Trinity MedCare, Inc. n/a n/a
Pleasant Properties, Inc. n/a n/a
VHS of South Phoenix, Inc. n/a n/a
The VHS Arizona Imaging Centers Limited Partnership n/a n/a
VHS Imaging Centers, Inc. n/a n/a
VHS Acquisition Subsidiary Number 1, Inc. n/a n/a
VHS Acquisition Subsidiary Number 2, Inc. n/a n/a
VHS Acquisition Subsidiary Number 3, Inc. n/a n/a
VHS Acquisition Subsidiary Number 4, Inc. n/a n/a
--------
1 n/a means the Note has no stated principal amount, but the Note represents
the unpaid principal amount, from time to time, of all loans and advances
made by the payee to the obligor.
Annex C
to
PLEDGE AGREEMENT
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
VHS Acquisition Subsidiary Number 5, Inc. n/a n/a
VHS Acquisition Subsidiary Number 6, Inc. n/a n/a
VHS Acquisition Subsidiary Number 7, Inc. n/a n/a
VHS Acquisition Subsidiary Number 8, Inc. n/a n/a
VHS Acquisition Subsidiary Number 9, Inc. n/a n/a
VHS Acquisition Subsidiary Number 10, Inc. n/a n/a
III. V-II Acquisition Co., Inc. (Payee and Pledgor)
--------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
IV. VHS Acquisition Corporation (Payee and Pledgor)
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
V. VHS of Rancocas, Inc. (Payee and Pledgor)
---------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
VI. Healthcare Compliance, L.L.C. (Payee and Pledgor)
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
VII. VHS of Orange County, Inc. (Payee and Pledgor)
--------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
VIII. VHS Holding Company, Inc. (Payee and Pledgor)
-------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
IX. VHS of Huntington Beach, Inc. (Payee and Pledgor)
-----------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Page 2 of 6
Annex C
to
PLEDGE AGREEMENT
X. VHS of Anaheim, Inc. (Payee and Pledgor)
--------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XI. Vanguard Health Management, Inc. (Payee and Pledgor)
--------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Vanguard Health Systems, Inc. n/a n/a
XII. The Anaheim VHS Limited Partnership (Payee and Pledgor)
-----------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XIII. VHS Genesis Labs, Inc. (Payee and Pledgor)
----------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XIV. VHS of Illinois, Inc. (Payee and Pledgor)
---------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XV. ▇▇▇▇▇▇▇ Management Services, Inc. (Payee and Pledgor)
--------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XVI. Midwest Claims Processing, Inc. (Payee and Pledgor)
-------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XVII. ▇▇▇▇▇▇▇ Health Providers, Inc. (Payee and Pledgor)
------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Page 3 of 6
Annex C
to
PLEDGE AGREEMENT
XVIII. Watermark Physician Services, Inc. (Payee and Pledgor)
----------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XIX. Pros Temporary Staffing, Inc. (Payee and Pledgor)
-----------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XX. ▇▇▇▇▇▇▇ Medical Records, Inc. (Payee and Pledgor)
-----------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXI. VHS of Phoenix, Inc. (Payee and Pledgor)
--------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXII. VHS of Arrowhead, Inc. (Payee and Pledgor)
----------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXIII. VHS Outpatient Clinics, Inc. (Payee and Pledgor)
----------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXIV. Trinity MedCare, Inc. (Payee and Pledgor)
---------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXV. Pleasant Properties, Inc. (Payee and Pledgor)
-------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Page 4 of 6
Annex C
to
PLEDGE AGREEMENT
XXVI. VHS South Phoenix, Inc. (Payee and Pledgor)
-----------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXVII. The VHS Arizona Imaging Centers Limited Partnership (Payee and Pledgor)
---------------------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXVIII. VHS Imaging Centers, Inc. (Payee and Pledgor)
-------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXIX. VHS Acquisition Subsidiary Number 1, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXX. VHS Acquisition Subsidiary Number 2, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXI. VHS Acquisition Subsidiary Number 3, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXII. VHS Acquisition Subsidiary Number 4, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXIII. VHS Acquisition Subsidiary Number 5, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Page 5 of 6
Annex C
to
PLEDGE AGREEMENT
XXXIV. VHS Acquisition Subsidiary Number 6, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXV. VHS Acquisition Subsidiary Number 7, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXVI. VHS Acquisition Subsidiary Number 8, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXVII. VHS Acquisition Subsidiary Number 9, Inc. (Payee and Pledgor)
-----------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
XXXIII. VHS Acquisition Subsidiary Number 10, Inc. (Payee and Pledgor)
------------------------------------------
Obligor Principal Amount Maturity Date
------- ---------------- -------------
(if any) (if any)
Vanguard Health Financial Company, Inc. n/a n/a
Page 6 of 6
Annex D
to
PLEDGE AGREEMENT
LIST OF LIMITED LIABILITY COMPANY INTERESTS
A. Vanguard Health Management, Inc., ("VHMI") as Pledgor
Percentage Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing LLC Jurisdiction Outstanding Equity Certificate No. of Pledge Agreement
----------- ------------ ------------------ --------------- -------------------
Healthcare Compliance, L.L.C. District of 100% of 3(a) (iv)(1)
Columbia Membership Interests
B. VHS of Anaheim, Inc., ("VHSA") as Pledgor
Percentage Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing LLC Jurisdiction Outstanding Equity Certificate No. of Pledge Agreement
----------- ------------ ------------------ --------------- -------------------
West Anaheim MSO, LLC Delaware 50% Membership Interests 1 (iv)(1)
▇. ▇▇▇▇▇▇▇ Management Services, Inc. ("MMS"), as Pledgor
Percentage Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing LLC Jurisdiction Outstanding Equity Certificate No. of Pledge Agreement
----------- ------------ ------------------ --------------- -------------------
Primary Care Physicians Center, LLC Illinois 94% of n/a (iv)(2)
Capital Interests Not certificated
D. VHS of Illinois, Inc. ("VOI"), as Pledgor
Percentage Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing LLC Jurisdiction Outstanding Equity Certificate No. of Pledge Agreement
----------- ------------ ------------------ --------------- -------------------
Berwyn Magnetic Resonance Center, LLC Illinois 25% of 1 (iv)(1)
Percentage Interests
E. No other Pledgors hold LLC Interests as of the Effective Date.
--------------
(a) Certificates 1 and 2 cancelled upon 6/30/01 transfer by 20% Member of its
membership interest to 80% Member. At 7/30/01, there is one 100% Member.
Annex E
to
PLEDGE AGREEMENT
LIST OF PARTNERSHIP INTERESTS
A. VHS of Huntington Beach, Inc. ("VOH"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
The Huntington Beach VHS Limited Partnership Delaware 2% General Partner(1) 1-2% GP interest (iv)(1)
Magnolia Surgery Center Limited Partnership Delaware 2% General Partner 1-2% GP interest (iv)(1)
B. VHS Holding Company, Inc., ("VHSHC") as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
The Anaheim VHS Limited Partnership Delaware 98% Limited Partner(2) 2-98% LP interest (iv)(1)
The Huntington Beach VHS Limited Partnership Delaware 98% Limited Partner(3) 2-98% LP interest (iv)(1)
Magnolia Surgery Center Limited Partnership Delaware 97% Limited Partner 2-97% LP interest (iv)(1)
The VHS Arizona Imaging Centers
Limited Partnership Delaware 88% Limited Partner 2-88% LP interest (iv)(1)
C. VHS of Anaheim, Inc. ("VOA"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
North Anaheim Surgicenter, Ltd. California 73% General Partner 1-105 Units (52.5% GP interest) (iv)(1)
2% Limited Partner 2-41 Units (20.5% GP interest) (iv)(1)
3-4 Units (2% LP interest) (iv)(1)
The Anaheim VHS Limited Partnership Delaware 2% General Partner(4) 1-2% GP interests (iv)(1)
-----------------------------------------
1 This entity is a Wholly-Owned Subsidiary. See B below.
2 This entity is a Wholly-Owned Subsidiary. See C below.
3 This entity is a Wholly-Owned Subsidiary. See A above.
4 This entity is a Wholly-Owned Subsidiary. See B above.
Annex E
to
PLEDGE AGREEMENT
D. VHS of Illinois, Inc. ("VOI"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
BHS Digestive Disease Associates,
Joint Venture(5) Illinois 25% JV interest uncertificated-25% JV interest (iv)(2)
E. Pleasant Properties, Inc., as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
Arrowhead MOB Joint Venture Arizona 80% JV Interest uncertificated-80% JV Interest (iv)(2)
F. VHS of South Phoenix, Inc. ("VHSSP"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
Palm Valley Nursing Facility Limited
Partnership LLLP Arizona 18% Limited Partner uncertificated-18% LP Interest (iv)(2)
G. Vanguard Health Financial Company, Inc. ("VHFCI"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
The VHS Arizona Imaging Centers Limited
Partnership Delaware 10% Limited Partner 3-10% LP interest (iv)(1)
H. VHS Imaging Centers, Inc. ("VHSI"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
The VHS Arizona Imaging Centers Limited
Partnership Delaware 2% General Partner 1-2% GP interest (iv)(1)
--------------------
5 f/k/a Gastro and Liver Specialists Joint Venture.
Annex E
to
PLEDGE AGREEMENT
I. VHS Acquisition Corporation ("VAC"), as Pledgor
Percentage
Ownership Relevant SubClause
and Type of of Section 3.2(a)
Issuing Entity Jurisdiction Outstanding Equity Certificate No. and Amount of Pledge Agreement
-------------- ------------ ------------------ -------------------------- -------------------
PBG Partners, Ltd. Florida 49% Limited Partner 2-49% LP interest (iv)(1)
J. No other Pledgors hold Partnership or Joint Venture Interests as of the
Effective Date.
Annex F
to
PLEDGE AGREEMENT
LIST OF CHIEF EXECUTIVE OFFICES
-------------------------------
1. Chief Executive Office of all Pledgors except the Pledgors referred to in
Sections 2 through 23 below:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. Chief Executive Office of Healthcare Compliance, L.L.C.:
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3. Chief Executive Office of The Anaheim VHS Limited Partnership:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. Chief Executive Office of VHS Acquisition Corporation:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Chief Executive Office of VHS of Anaheim, Inc.:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. Chief Executive Office of VHS of Huntington Beach, Inc.:
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
7. Chief Executive Office of VHS of Illinois, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8. Chief Executive Office of ▇▇▇▇▇▇▇ Management Services, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1
Annex F
to
PLEDGE AGREEMENT
9. Chief Executive Office of MacNeal Health Providers, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. Chief Executive Office of VHS Genesis Labs, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11. Chief Executive Office of Midwest Claims Processing, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12. Chief Executive Office of Watermark Physician Services, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
13. Chief Executive Office of Pros Temporary Staffing, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. Chief Executive Office of MacNeal Medical Records, Inc.:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15. Chief Executive Office of VHS of Orange County, Inc.:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
16. Chief Executive Office of VHS of Phoenix, Inc.:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
17. Chief Executive Office of VHS of Arrowhead, Inc.:
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2
Annex F
to
PLEDGE AGREEMENT
18. Chief Executive Office of VHS Outpatient Clinics, Inc.:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
19. Chief Executive Office of Pleasant Properties, Inc.
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
20. Chief Executive Office of VHS of South Phoenix, Inc.
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
21. Chief Executive Office of The VHS Arizona Imaging Centers Limited
Partnership
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
22. Chief Executive Office of VHS Imaging Centers, Inc.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3
ANNEX G
to
PLEDGE AGREEMENT
Form of Agreement Regarding Uncertificated Securities, Limited Liability
Company Interests and Partnership Interests
------------------------------------------------------------------------
AGREEMENT (as amended, modified or supplemented from time to
time, this "Agreement"), dated as of _______ __, ____, among each of the
undersigned pledgors (each a "Pledgor" and, collectively, the "Pledgors"), Bank
of America, N.A. , not in its individual capacity but solely as Collateral
Agent (the "Pledgee"), and __________, as the issuer of the Uncertificated
Securities, Limited Liability Company Interests and/or Partnership Interests
(each as defined below) (the "Issuer").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, each Pledgor and the Pledgee have entered into a
Pledge Agreement, dated as of July 30, 2001 (as amended, amended and restated,
modified or supplemented from time to time, the "Pledge Agreement"), under
which, among other things, in order to secure the payment of the Obligations
(as defined in the Pledge Agreement), each Pledgor will pledge to the Pledgee
for the benefit of the Secured Creditors (as defined in the Pledge Agreement),
and grant a security interest in favor of the Pledgee for the benefit of the
Secured Creditors in, all of the right, title and interest of such Pledgor in
and to any and all (1) "uncertificated securities" (as defined in Section
8-102(a)(18) of the Uniform Commercial Code, as adopted in the State of New
York) ("Uncertificated Securities"), (2) Partnership Interests (as defined in
the Pledge Agreement) and (3) Limited Liability Company Interests (as defined
in the Pledge Agreement), in each case issued from time to time by the Issuer,
whether now existing or hereafter from time to time acquired by such Pledgor
(with all of such Uncertificated Securities, Partnership Interests and Limited
Liability Company Interests being herein collectively called the "Issuer
Pledged Interests"); and
WHEREAS, each Pledgor desires the Issuer to enter into this
Agreement in order to perfect the security interest of the Pledgee under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee
control of the Issuer Pledged Interests and to provide for the rights of the
parties under this Agreement;
NOW THEREFORE, in consideration of the premises and the
mutual promises and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Each Pledgor hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, to comply with any and all instructions
and orders originated by the Pledgee (and its successors and assigns) regarding
any and all of the Issuer Pledged Interests without the further consent by the
registered owner (including the respective Pledgor), and not to comply with any
instructions or orders regarding any or all of the Issuer Pledged Interests
originated by
any person or entity other than the Pledgee (and its successors and assigns) or
a court of competent jurisdiction.
2. The Issuer hereby certifies that (i) no notice of any
security interest, lien or other encumbrance or claim affecting the Issuer
Pledged Interests (other than the security interest of the Pledgee) has been
received by it, and (ii) the security interest of the Pledgee in the Issuer
Pledged Interests has been registered in the books and records of the Issuer.
3. The Issuer hereby represents and warrants that (i) the
pledge by the Pledgors of, and the granting by the Pledgors of a security
interest in, the Issuer Pledged Interests to the Pledgee, for the benefit of
the Secured Creditors, does not violate the charter, by-laws, partnership
agreement, membership agreement or any other agreement governing the Issuer or
the Issuer Pledged Interests, and (ii) the Issuer Pledged Interests are fully
paid and nonassessable.
4. All material notices, statements of accounts, reports,
prospectuses, financial statements and other communications to be sent to any
Pledgor by the Issuer in respect of the Issuer will also be sent to the Pledgee
at the following address:
Bank of America, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
5. Upon Pledgee's request, the Issuer will send any and all
redemptions, distributions, interest or other payments in respect of the Issuer
Pledged Interests from the Issuer for the account of the Pledgor to an account
designated by the Collateral Agent.
6. In the event that all of the Issuer Pledged Interests are
sold, transferred or otherwise disposed of (other than to the Borrower or a
Subsidiary Guarantor) in accordance with the Credit Agreement, or are otherwise
released at the direction of the Required Lenders (or all Lenders if required
by Section 13.12 of the Credit Agreement) and the proceeds of such sale,
transfer or other disposition, or from such release, are applied in accordance
with the provisions of the Credit Agreement, to the extent required to be so
applied, this Agreement shall terminate. Furthermore, upon the release of the
Pledgor in accordance with Section 20(a) or (b) of the Pledge Agreement, the
Pledgor and the Issuer shall be released from this Agreement.
7. Except as expressly provided otherwise in Sections 4 and 5
above, all notices, instructions, orders and communications hereunder shall be
sent or delivered by mail, telex, telecopy or overnight courier service and all
such notices and communications shall, when mailed, telexed, telecopied or sent
by overnight courier, be effective when deposited in the mails or delivered to
the overnight courier, prepaid and properly addressed for delivery on such or
the next Business Day, or sent by telex or telecopier, except that notices and
communications to the
Pledgee shall not be effective until received by the Pledgee. All notices and
other communications shall be in writing and addressed as follows:
(a) if to any Pledgor, at:
c/o Vanguard Health Systems, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Pledgee, at:
Bank of America, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to the Issuer, at:
[c/o Vanguard Health Systems, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇]
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, "Business Day" means any day other than a Saturday, Sunday, or other
day in which banks in New York are authorized to remain closed.
8. This Agreement shall be binding upon the successors and
assigns of each Pledgor and the Issuer and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns. This Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which shall constitute one instrument. In the event that any
provision of this Agreement shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement which shall remain binding on all parties hereto. None of the terms
and conditions of this Agreement may be changed,
waived, modified or varied in any manner whatsoever except in writing signed by
the Pledgee, the Issuer and any Pledgor which at such time owns any Issuer
Pledged Interests.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
principles of conflict of laws.
IN WITNESS WHEREOF, each Pledgor, the Pledgee and the Issuer
have caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.
[ ],
as a Pledgor
By_____________________________
Name:
Title:
BANK OF AMERICA, N.A.
not in its individual capacity but solely
as Collateral Agent and Pledgee
By_____________________________
Name:
Title:
[ ],
the Issuer
By_____________________________
Name:
Title: