Attached files
file | filename |
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EX-4.2 - EX-4.2 - HCA Healthcare, Inc. | y92190exv4w2.htm |
EX-1.1 - EX-1.1 - HCA Healthcare, Inc. | y92190exv1w1.htm |
EX-5.1 - EX-5.1 - HCA Healthcare, Inc. | y92190exv5w1.htm |
EX-4.9 - EX-4.9 - HCA Healthcare, Inc. | y92190exv4w9.htm |
EX-4.3 - EX-4.3 - HCA Healthcare, Inc. | y92190exv4w3.htm |
EX-4.10 - EX-4.10 - HCA Healthcare, Inc. | y92190exv4w10.htm |
8-K - FORM 8-K - HCA Healthcare, Inc. | y92190e8vk.htm |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o
LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
(Exact name of trustee as specified in its charter)
New York | 01-0622605 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification Number) |
400 Madison Avenue
4th Floor
New York, New York 10017
(Address of principal executive offices, including zip code)
4th Floor
New York, New York 10017
(Address of principal executive offices, including zip code)
James D. Heaney
Managing Director
Law Debenture Trust Company of New York
400 Madison Avenue
4th Floor
New York, New York 10017
(212) 750-6474
(Name, address and telephone number of agent for services)
Managing Director
Law Debenture Trust Company of New York
400 Madison Avenue
4th Floor
New York, New York 10017
(212) 750-6474
(Name, address and telephone number of agent for services)
HCA INC.
(Exact name of obligor as specified in its charter)
(Exact name of obligor as specified in its charter)
Delaware | 75-2497104 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Park Plaza
Nashville, TN 37203
(Address of principal executive offices, including zip code
Nashville, TN 37203
(Address of principal executive offices, including zip code
Debt Securities
Guarantees of Debt Securities
(Title of the indenture securities)
Guarantees of Debt Securities
(Title of the indenture securities)
Table of
Additional Registrant Guarantors
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
American Medicorp Development Co.
|
Delaware | 23-1696018 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Bay Hospital, Inc.
|
Florida | 62-0976863 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Brigham City Community Hospital, Inc.
|
Utah | 87-0318837 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Brookwood Medical Center of Gulfport, Inc.
|
Mississippi | 63-0751470 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Capital Division, Inc.
|
Virginia | 62-1668319 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Centerpoint Medical Center of Independence, LLC
|
Delaware | 45-0503121 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Central Florida Regional Hospital, Inc.
|
Florida | 59-1978725 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Central Shared Services, LLC
|
Virginia | 76-0771216 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Central Tennessee Hospital Corporation
|
Tennessee | 62-1620866 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CHCA Bayshore, L.P.
|
Delaware | 62-1801359 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CHCA Conroe, L.P.
|
Delaware | 62-1801361 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CHCA Mainland, L.P.
|
Delaware | 62-1801362 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CHCA West Houston, L.P.
|
Delaware | 62-1801363 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CHCA Womans Hospital, L.P.
|
Delaware | 62-1810381 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Chippenham & Johnston-Willis Hospitals, Inc.
|
Virginia | 54-1779911 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
CMS GP, LLC
|
Delaware | 62-1778113 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Colorado Health Systems, Inc.
|
Colorado | 62-1593008 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia ASC Management, L.P.
|
California | 33-0539838 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Columbia Jacksonville Healthcare System, Inc.
|
Florida | 61-1272241 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia LaGrange Hospital, Inc.
|
Illinois | 61-1276162 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of Arlington Subsidiary, L.P.
|
Texas | 62-1682201 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of Denton Subsidiary, L.P.
|
Texas | 62-1682213 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of Las Colinas, Inc.
|
Texas | 62-1650582 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of Lewisville Subsidiary, L.P.
|
Texas | 62-1682210 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of McKinney Subsidiary, L.P.
|
Texas | 62-1682207 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Medical Center of Plano Subsidiary, L.P.
|
Texas | 62-1682203 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia North Hills Hospital Subsidiary, L.P.
|
Texas | 62-1682205 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Ogden Medical Center, Inc.
|
Utah | 62-1650578 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Parkersburg Healthcare System, LLC
|
West Virginia | 62-1634494 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Plaza Medical Center of Fort Worth Subsidiary,
L.P.
|
Texas | 62-1682202 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Polk General Hospital, Inc.
|
Georgia | 62-1619423 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Rio Grande Healthcare, L.P.
|
Delaware | 62-1656022 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Riverside, Inc.
|
California | 62-1664328 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia Valley Healthcare System, L.P.
|
Delaware | 62-1669572 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia/Alleghany Regional Hospital, Incorporated
|
Virginia | 54-1761046 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbia/HCA John Randolph, Inc.
|
Virginia | 61-1272888 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Columbine Psychiatric Center, Inc.
|
Colorado | 84-1042212 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Columbus Cardiology, Inc.
|
Georgia | 58-1941109 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Conroe Hospital Corporation
|
Texas | 74-2467524 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Dallas/Ft. Worth Physician, LLC
|
Delaware | 62-1769694 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Dauterive Hospital Corporation
|
Louisiana | 58-1741846 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Dublin Community Hospital, LLC
|
Georgia | 58-1431023 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Eastern Idaho Health Services, Inc.
|
Idaho | 82-0436622 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Edward White Hospital, Inc.
|
Florida | 59-3089836 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
El Paso Surgicenter, Inc.
|
Texas | 74-2361005 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Encino Hospital Corporation, Inc.
|
California | 95-4113862 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
EP Health, LLC
|
Delaware | 62-1769682 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Fairview Park GP, LLC
|
Delaware | 62-1815913 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Fairview Park, Limited Partnership
|
Georgia | 62-1817469 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Frankfort Hospital, Inc.
|
Kentucky | 61-0859329 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Galen Property, LLC
|
Virginia | 35-2260545 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Good Samaritan Hospital, L.P.
|
Delaware | 62-1763090 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Goppert-Trinity Family Care, LLC
|
Delaware | 76-0726651 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
GPCH-GP, Inc.
|
Delaware | 64-0805500 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Grand Strand Regional Medical Center, LLC
|
Delaware | 62-1768105 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Green Oaks Hospital Subsidiary, L.P.
|
Texas | 62-1797829 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Greenview Hospital, Inc.
|
Kentucky | 61-0724492 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA IT&S Field Operations, Inc.
|
Delaware | 06-1795732 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA IT&S Inventory Management, Inc.
|
Delaware | 06-1796286 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Central Group, Inc.
|
Tennessee | 02-0762180 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Health Services of Florida, Inc.
|
Florida | 62-1113740 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Health Services of Louisiana, Inc.
|
Louisiana | 62-1113736 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Health Services of Oklahoma, Inc.
|
Oklahoma | 62-1106156 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Health Services of Tennessee, Inc.
|
Tennessee | 62-1113737 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Health Services of Virginia, Inc.
|
Virginia | 62-1113733 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Management Services, L.P.
|
Delaware | 62-1778108 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HCA Realty, Inc.
|
Tennessee | 06-1106160 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HD&S Corp. Successor, Inc.
|
Florida | 62-1657694 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Health Midwest Office Facilities Corporation
|
Missouri | 43-1175071 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Health Midwest Ventures Group, Inc.
|
Missouri | 43-1315348 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Hendersonville Hospital Corporation
|
Tennessee | 62-1321255 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Hospital Corporation of Tennessee
|
Tennessee | 62-1124446 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Hospital Corporation of Utah
|
Utah | 87-0322019 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Hospital Development Properties, Inc.
|
Delaware | 62-1321246 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
HSS Holdco, LLC
|
Delaware | 62-1839825 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HSS Systems VA, LLC
|
Delaware | 62-1804832 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HSS Systems, LLC
|
Delaware | 62-1804834 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HSS Virginia, L.P.
|
Virginia | 62-1848294 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HTI Memorial Hospital Corporation
|
Tennessee | 62-1560757 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
HTI MOB, LLC
|
Delaware | 62-1824860 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Integrated Regional Lab, LLC
|
Florida | 36-4576441 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Integrated Regional Laboratories, LLP
|
Delaware | 62-1687140 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
JFK Medical Center Limited Partnership
|
Delaware | 62-1694180 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
KPH-Consolidation, Inc.
|
Texas | 62-1619857 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lakeland Medical Center, LLC
|
Delaware | 62-1762603 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lakeview Medical Center, LLC
|
Delaware | 62-1762416 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Largo Medical Center, Inc.
|
Florida | 62-1026428 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Las Vegas Surgicare, Inc.
|
Nevada | 75-1890731 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lawnwood Medical Center, Inc.
|
Florida | 59-1764486 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lewis-Gale Hospital, Incorporated
|
Virginia | 54-0218835 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lewis-Gale Medical Center, LLC
|
Delaware | 62-1760148 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Lewis-Gale Physicians, LLC
|
Virginia | 06-1755234 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Los Robles Regional Medical Center
|
California | 95-2321136 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Management Services Holdings, Inc.
|
Delaware | 62-1874287 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Marietta Surgical Center, Inc.
|
Georgia | 58-1539547 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Marion Community Hospital, Inc.
|
Florida | 59-1479652 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
MCA Investment Company
|
California | 33-0539836 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Medical Centers of Oklahoma, LLC
|
Delaware | 62-1771846 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Medical Office Buildings of Kansas, LLC
|
Delaware | 62-1789791 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Memorial Healthcare Group, Inc.
|
Florida | 59-3283127 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division ACH, LLC
|
Delaware | 48-1301811 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division LRHC, LLC
|
Delaware | 48-1301817 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division LSH, LLC
|
Delaware | 45-0503141 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
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Midwest Division MCI, LLC
|
Delaware | 45-0503127 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division MMC, LLC
|
Delaware | 48-1301826 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division OPRMC, LLC
|
Delaware | 45-0503116 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division PFC, LLC
|
Delaware | 48-1302330 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division RBH, LLC
|
Missouri | 20-0851062 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division RMC, LLC
|
Delaware | 54-2092552 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Division RPC, LLC
|
Delaware | 48-1301829 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Midwest Holdings, Inc.
|
Delaware | 11-3676736 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Montgomery Regional Hospital, Inc.
|
Virginia | 54-0889154 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Mountain View Hospital, Inc.
|
Utah | 87-0333048 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Nashville Shared Services General Partnership
|
Delaware | 62-1841237 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
National Patient Account Services, Inc.
|
Texas | 62-1645596 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
New Port Richey Hospital, Inc.
|
Florida | 59-2047041 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
New Rose Holding Company, Inc.
|
Colorado | 62-1617432 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
North Florida Immediate Care Center, Inc.
|
Florida | 58-2075775 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
North Florida Regional Medical Center, Inc.
|
Florida | 61-1269294 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Northern Utah Healthcare Corporation
|
Utah | 62-1650573 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Northern Virginia Community Hospital, LLC
|
Virginia | 04-3665595 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Northlake Medical Center, LLC
|
Georgia | 58-2433434 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Notami Hospitals of Louisiana, Inc.
|
Louisiana | 95-4176923 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Notami Hospitals, LLC
|
Delaware | 62-1761993 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Okaloosa Hospital, Inc.
|
Florida | 59-1836808 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Okeechobee Hospital, Inc.
|
Florida | 59-1833934 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Outpatient Cardiovascular Center of Central Florida, LLC
|
Delaware | 52-2448149 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Palms West Hospital Limited Partnership
|
Delaware | 62-1694178 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Palmyra Park Hospital, Inc.
|
Georgia | 58-1091107 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Pasadena Bayshore Hospital, Inc.
|
Texas | 74-1616679 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Plantation General Hospital, L.P.
|
Delaware | 62-1372389 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Pulaski Community Hospital, Inc.
|
Virginia | 54-0941129 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Redmond Park Hospital, LLC
|
Georgia | 58-1123037 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Redmond Physician Practice Company
|
Georgia | 62-1662134 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Reston Hospital Center, LLC
|
Delaware | 62-1777534 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Retreat Hospital, LLC
|
Virginia | 61-1272890 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Rio Grande Regional Hospital, Inc.
|
Texas | 61-1276564 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Riverside Healthcare System, L.P.
|
California | 33-0751869 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Riverside Hospital, Inc.
|
Delaware | 74-2600687 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Samaritan, LLC
|
Delaware | 62-1762605 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
San Jose Healthcare System, LP
|
Delaware | 77-0498674 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
San Jose Hospital, L.P.
|
Delaware | 62-1763091 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
San Jose Medical Center, LLC
|
Delaware | 62-1762609 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
San Jose, LLC
|
Delaware | 62-1756992 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Sarasota Doctors Hospital, Inc.
|
Florida | 61-1258724 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
SJMC, LLC
|
Delaware | 62-1762613 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Southern Hills Medical Center, LLC
|
Nevada | 74-3048428 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Spotsylvania Medical Center, Inc.
|
Virginia | 06-1760818 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Spring Branch Medical Center, Inc.
|
Texas | 61-1261492 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Spring Hill Hospital, Inc.
|
Tennessee | 84-1706716 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
St. Marks Lone Peak Hospital, Inc.
|
Utah | 25-1925376 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Sun City Hospital, Inc.
|
Florida | 59-2822337 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Sunrise Mountainview Hospital, Inc.
|
Nevada | 62-1600397 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Brandon, Inc.
|
Florida | 58-1819994 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Florida, Inc.
|
Florida | 95-3947578 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Houston Womens, Inc.
|
Texas | 72-1563673 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Manatee, Inc.
|
Florida | 75-2364410 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of New Port Richey, Inc.
|
Florida | 75-2243308 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Palms West, LLC
|
Florida | 20-1008436 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Surgicare of Riverside, LLC
|
California | 26-0047096 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Tallahassee Medical Center, Inc.
|
Florida | 62-1091430 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
TCMC Madison-Portland, Inc.
|
Tennessee | 76-0811731 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Terre Haute Hospital GP, Inc.
|
Delaware | 62-1861156 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Terre Haute Hospital Holdings, Inc.
|
Delaware | 62-1861158 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Terre Haute MOB, L.P.
|
Indiana | 76-0775694 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Terre Haute Regional Hospital, L.P.
|
Delaware | 35-1461805 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
The Regional Health System of Acadiana, LLC
|
Louisiana | 58-1741727 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Timpanogos Regional Medical Services, Inc.
|
Utah | 62-1831495 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Trident Medical Center, LLC
|
Delaware | 62-1768106 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Address, Including Zip Code, and |
||||||
State or Other |
Telephone Number, Including |
|||||
Exact Name of Registrant Guarantor as |
Jurisdiction of |
I.R.S. Employer |
Area Code, of Registrant |
|||
Specified in its Charter (or Other |
Incorporation or |
Identification |
Guarantors Principal |
|||
Organizational Document)
|
Organization | Number | Executive Offices | |||
Utah Medco, LLC
|
Delaware | 62-1769672 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
VH Holdco, Inc.
|
Nevada | 62-1749073 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
VH Holdings, Inc.
|
Nevada | 62-1720399 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Virginia Psychiatric Company, Inc.
|
Virginia | 62-1410313 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
W & C Hospital, Inc.
|
Texas | 61-1259838 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Walterboro Community Hospital, Inc.
|
South Carolina | 57-0712623 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Wesley Medical Center, LLC
|
Delaware | 62-1762545 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
West Florida Regional Medical Center, Inc.
|
Florida | 59-1525468 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
West Valley Medical Center, Inc.
|
Idaho | 36-3525049 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Western Plains Capital, Inc.
|
Nevada | 62-1727347 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
WHMC, Inc.
|
Texas | 61-1261485 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
|||
Womans Hospital of Texas, Incorporated
|
Texas | 74-1991424 |
One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Item 1. General information.
Furnish the following information as to the trustee
a. | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State of New York
|
2 Rector Street, New York, NY 10006, and Albany, NY 12203 |
b. | Whether it is authorized to exercise corporate trust powers. | ||
Yes |
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation. |
None. |
Items 3-14.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. |
Item 15. Foreign Trustee.
Not applicable. |
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of eligibility.
1 | A copy of the articles of association of the trustee as now in effect. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). | ||
2 | A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). | ||
3 | A copy of the existing bylaws of the trustee, or instruments corresponding thereto. (see Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference). | ||
4 | The consents of the Trustee required by Section 321(b) of the Act. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-133414, which is incorporated by reference). | ||
5 | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Law Debenture Trust Company of New York, a trust company organized and existing under the laws of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 1st day of August 2011. |
Law Debenture Trust Company of New York (Trustee) |
||||
By: | /s/ James D. Heaney | |||
James D. Heaney | ||||
Managing Director | ||||
T-1 Item 16
Consolidated Report of Condition (attached as Exhibit A hereto) of
LAW DEBENTURE TRUST COMPANY OF NEW YORK
of 400 Madison Avenue, New York, NY 10017,
a limited purpose trust company (LDTC-NY) and U.S. subsidiary of Law Debenture Corporation plc,
London, England (Law Debenture), at the close of business June 30, 2011 published with the
Federal Financial Institutions Examination Council/Board of Governors of the Federal Reserve
System, and in accordance with Chapter 2 of the Consolidated Laws of the State of New York Banking
Department license granted on May 8, 2002.
Prior to this Consolidated Report of Condition dated June 30, 2011 a Guarantee and Keep Well
Agreement (attached as Exhibit B hereto) was executed by subsidiaries of Law Debenture, to effect
capitalization of LDTC-NY in the total aggregate amount of $50,000,000, on July 12, 2002.
I, Kenneth Portera, Chief Executive Officer of Law Debenture Trust Company of New York do hereby
declare that this Report of Condition has been prepared in conformance with instructions issued by
the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and
belief.
IN WITNESS WHEREOF, I have executed this certificate the 29th day of July, 2011.
/s/ Kenneth Portera | ||||
Chief Executive Officer | ||||
Law Debenture Trust Company of New York |
I, James D. Heaney, Managing Director of Law Debenture Trust Company of New York, do hereby attest
that the signature set forth above is the true and genuine signature of Kenneth Portera, Chief
Executive Officer of Law Debenture Trust Company of New York.
Attested by:
|
/s/ James D. Heaney | |||
Its:
|
Managing Director |
Exhibit A
Law Debenture Trust Company of New York
|
FFIEC 041 | |
PAGE RC-1 | ||
13 |
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2011
and State-Chartered Savings Banks for June 30, 2011
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RCBalance Sheet
Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||||||||||||||
ASSETS |
||||||||||||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): |
||||||||||||||||||||||
a. Noninterest-bearing balances and currency and coin1 |
0081 | 524 | 1.a. | |||||||||||||||||||
b. Interest-bearing balances2 |
0071 | 3 | 939 | 1.b. | ||||||||||||||||||
2. Securities: |
||||||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) |
1754 | 2.a. | ||||||||||||||||||||
b. Available-for-sale securities (from Schedule RC-B, column D) |
1773 | 2.b. | ||||||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
||||||||||||||||||||||
a. Federal funds sold |
B987 | 3.a. | ||||||||||||||||||||
b. Securities purchased under agreements to resell3 |
B989 | 3.b. | ||||||||||||||||||||
4. Loans and lease financing receivables (from Schedule RC-C) |
||||||||||||||||||||||
a. Loans and leases held for sale |
5369 | 4.a. | ||||||||||||||||||||
b. Loans and leases, net of unearned income |
B528 | 4.b. | ||||||||||||||||||||
c. LESS: Allowance for loan and lease losses |
3123 | 4.c. | ||||||||||||||||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus
4.c) |
B529 | 4.d. | ||||||||||||||||||||
5. Trading assets (from Schedule RC-D) |
3545 | 5. | ||||||||||||||||||||
6. Premises and fixed assets (including capitalized leases) |
2145 | 6. | ||||||||||||||||||||
7. Other real estate owned (from Schedule RC-M |
2150 | 7. | ||||||||||||||||||||
8. Investments in unconsolidated subsidiaries and associated companies |
2130 | 8. | ||||||||||||||||||||
9. Direct and indirect investments in real estate ventures |
3656 | 9. | ||||||||||||||||||||
10. Intangible assets: |
||||||||||||||||||||||
a. Goodwill |
3163 | 10.a. | ||||||||||||||||||||
b. Other intangible assets (from Schedule RC-M) |
0426 | 10.b. | ||||||||||||||||||||
11. Other assets (from Schedule RC-F) |
2160 | 1 | 144 | 11. | ||||||||||||||||||
12. Total assets (sum of items 1 through 11) |
2170 | 1 | 612 | 12. |
1 | Includes cash items in process of collection and unposted debits. | |
2 | Includes time certificates of deposit not held for trading. | |
3 | Includes all securities resale agreements, regardless of maturity. |
FFIEC 041 | ||
PAGE RC-2 | ||
14 |
Schedule RCContinued
Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||||||||||||||
LIABILITIES |
||||||||||||||||||||||
13. Deposits: |
||||||||||||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule
RC-E) |
2200 | 13.a. | ||||||||||||||||||||
(1) Noninterest-bearing1 |
6631 | 13.a.(1) | ||||||||||||||||||||
(2) Interest-bearing |
6636 | 13.a.(2) | ||||||||||||||||||||
b. Not applicable |
||||||||||||||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: |
||||||||||||||||||||||
a. Federal funds purchased2 |
B993 | 14.a. | ||||||||||||||||||||
b. Securities sold under agreements to repurchase3 |
B995 | 14.b. | ||||||||||||||||||||
15. Trading liabilities (from Schedule RC-D) |
3548 | 15. | ||||||||||||||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) |
3190 | 16. | ||||||||||||||||||||
17. and 18. Not applicable |
||||||||||||||||||||||
19. Subordinated notes and debentures4 |
3200 | 19. | ||||||||||||||||||||
20. Other liabilities (from Schedule RC-G) |
2930 | 1 | 612 | 20. | ||||||||||||||||||
21. Total liabilities (sum of items 13 through 20) |
2948 | 1 | 612 | 21. | ||||||||||||||||||
22. Not applicable |
||||||||||||||||||||||
EQUITY CAPITAL |
||||||||||||||||||||||
Bank Equity Capital |
||||||||||||||||||||||
23. Perpetual preferred stock and related surplus |
3838 | 23. | ||||||||||||||||||||
24. Common stock |
3230 | 24. | ||||||||||||||||||||
25. Surplus (excludes all surplus related to preferred stock) |
3839 | 25. | ||||||||||||||||||||
26. a. Retained earnings |
3632 | 26.a. | ||||||||||||||||||||
b. Accumulated other comprehensive income5 |
B530 | 26.b. | ||||||||||||||||||||
c. Other equity capital components6 |
A130 | 26.c. | ||||||||||||||||||||
27. a. Total bank equity capital (sum of items 23 through 26.c) |
3210 | 3 | 995 | 27.a. | ||||||||||||||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries |
3000 | 27.b | ||||||||||||||||||||
28. Total equity capital (sum of items 27.a and 27.b) |
G105 | 3 | 995 | 28. | ||||||||||||||||||
29. Total liabilities and equity capital (sum of items 21 and 28) |
3300 | 5 | 607 | 29. |
Memoranda
To be reported with the March Report of Condition.
RCON | Number | |||||||||
1. Indicate in the box at the right the
number of the statement below that best
describes the most comprehensive level
of auditing work performed for the bank
by independent external auditors as of
any date during 2009 |
M.1. |
1 | = | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank |
2 | = | Independent audit of the banks parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) |
3 | = | Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm |
4 | = | Directors examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) |
5 | = | Directors examination of the bank performed by other external auditors (may be required by state chartering authority) |
6 | = | Review of the banks financial statements by external auditors |
7 | = | Compilation of the bank financial statements by external auditors |
8 | = | Other audit procedures (excluding tax preparation work) |
9 | = | No external audit work |
To be reported with the March Report of Condition.
RCON | MM | DD | ||||||||||||
2. Banks fiscal year-end date |
8678 | M.2. |
7
1 | Includes total demand deposits and noninterest-bearing time and savings deposits. | |
2 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money. | |
3 | Includes all securities repurchase agreements, regardless of maturity. | |
4 | Includes limited-life preferred stock and related surplus. | |
5 | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. | |
6 | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
8
Exhibit B
GUARANTEE AND KEEP WELL AGREEMENT
This Guarantee and Keep Well Agreement (the Agreement) dated as of July 12, 2002 is entered into
by and among Law Debenture Guarantee Limited (the Guarantor), LDC Trust Management Limited (the
Parent), and Law Debenture Trust Company of New York (the Trust Company).
WHEREAS, the Guarantor and the Trust Company are wholly-owned subsidiaries of the Parent:
WHEREAS, in order to enable the Trust Company to conduct its corporate trust business and meet
qualification requirements of documents pertaining to its acceptance of trust appointments, the
Trust Company requires combined capital and surplus of U.S. $50,000,000; and
WHEREAS, the Parent and the Guarantor have determined that the execution and delivery by them of
this Agreement is necessary in order for the Trust Company to conduct, promote and attain corporate
trust business in the United States.
Now, THEREFORE, in consideration of the promises herein and intending to be legally bound by this
Agreement, each of the Guarantor, the Trust Company and the Parent hereby agree as follows:
1. Stock Ownership.
During the term of this Agreement, the Parent will own, indirectly or directly, all of the
capital stock of the Trust Company and the Guarantor provided, however, that, upon sixty (60) days,
prior written notice to and the consent of the Trust Company (which consent shall not be
unreasonably withheld), the Guarantor may sell, transfer or otherwise assign any such capital stock
(or any interest therein) that it now owns or may hereafter acquire.
2. Covenants of the Parent.
It is understood and agreed by all parties hereto that the obligations under Section 3(a) are
solely those of the Guarantor and no recourse can be had in connection therewith against the
Parent.
(a) The Parent agrees that during the term of this Agreement, it shall not, without the prior
written consent of the Trust Company and the Guarantor, unless it has already contributed the
Maximum Aggregate Capitalization Amount (as defined below), cause the Guarantor to consolidate with
or merge into any other corporation, or liquidated, wind up or dissolve the Guarantor (or otherwise
cause the Guarantor to suffer any liquidation, winding up or dissolution), or sell, transfer lease
or otherwise dispose of all or substantially all of its assets, whether now owned or hereafter
acquired, to any person, except (i) the merger or consolidation of the Guarantor and any person,
provided, that the surviving corporation is the Guarantor, and (ii) sales, transfers, leases and
other disposition of assets in the ordinary course of the Guarantors business, provided, that such
sale, transfer, lease or other disposition of assets does not materially adversely affect the
Guarantors ability to perform its obligations hereunder.
(b) If, during the term of this Agreement, the Guarantor is unable or refuses to perform its
obligations under section 3(a) of this Agreement, the Parent may, at its option or at the request
of the Trust Company, cause such obligations to be performed. During the term of this Agreement,
the Parent agrees to monitor the financial condition and management of the Guarantor and the Trust
Company.
3. The Guarantee.
(a) The Guarantor hereby guarantees a combined capital and surplus to the Trust Company in the
amount of U.S. $50 million provided, however, that the maximum amount of capitalization shall not
at any time exceed U.S. $50,000,000 in the aggregate (the Maximum Aggregate Capitalization
Amount). Under no circumstances shall the Guarantor be required to pay or contribute any amounts
in excess of the Maximum Aggregate Capitalization Amount hereunder.
9
(b) If, during the term of this Agreement, the Trust Company is unable to make timely payment
of any debt, liability or other obligation as the same shall become due (the Guaranteed
Obligations), the Trust Company shall request from the Guarantor, and the Guarantor promptly shall
provide the Trust Company, pursuant to its obligations under (a) above, such funds (in the form of
cash or liquid assets in an amount sufficient to permit the Trust Company to make timely payment in
respect of such debt, liability or other obligation) as equity provided, however, that such
Guaranteed Obligations shall not in the aggregate exceed the Maximum Aggregate Capitalization
Amount. Any request for payment pursuant to this section shall specifically identify the debt,
liability or other obligation in respect of which the Trust Company is unable to make timely
payment and with respect to which the Trust Company seeks funds not to exceed the Maximum Aggregate
Capitalization Amount. Each of the Trust Company and the Guarantor hereby acknowledges that any
funds provided by the Guarantor pursuant thereto shall be used solely to make payment with respect
to such identified Guaranteed Obligation and not for any other purposes. Notwithstanding any
termination of this Agreement as provided hereunder or otherwise, this Agreement shall continue in
effect or be reinstated with respect to the payment of a debt, liability or an obligation which is
rescinded or must otherwise be returned upon the insolvency, bankruptcy, reorganization,
dissolution or liquidation of the Trust Company, all as though such payment had not been made,
provided, however, that such Guaranteed Obligations shall not in the aggregate exceed the Maximum
Aggregate Capitalization Amount.
(c) Any payments made hereunder by the Guarantor to the Trust Company within 30 days after the
end of a quarterly period shall be deemed to have been made as of the end of such period.
(d) This Agreement may be amended from time to time by mutual written consent of duly
authorized officers of each of the Guarantor, the Parent and the Trust Company.
(e) This Agreement may be terminated only upon written notification to the Trust Company by
the Guarantor, and the Parent, and in no event shall termination occur earlier than ninety days
following such written notification. Unless so terminated, this Agreement shall remain in effect
for the duration of the Trust Companys conducting of trust business in the United States.
(f) The Guarantor hereby waives any failure or delay on the part of the Trust Company in
asserting or enforcing any of its rights or in making any claims or demands hereunder. The Trust
Company may at any time, without the Guarantors consent, without notice to the Guarantor and
without affecting or impairing the Trust Companys rights, or impairing the Guarantors obligation
hereunder, do any of the following with respect to any obligation: (a) grant renewals and
extensions of time, for payment or otherwise, (b) accept new or additional documents, instruments
or agreements relating to or in substitution of said obligation, or (c) otherwise handle the
enforcement of its respective rights and remedies in accordance with its business judgment.
(g) Nothing in this Agreement, express or implied, shall give to any person, other than the
parties hereto and their successors and assigns hereunder, any benefit or any legal or equitable
right, remedy or claim under this Agreement.
(h) The covenants herein act forth shall be mutually binding upon, and issue to the mutual
benefit of the Guarantor and its successors and assignees, the Trust Company and its respective
successors and assignees, and to the Parent and its respective successors and assignees.
(i) The obligations of the Guarantor under this Agreement are 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 lack of validity or enforceability of this Agreement or any other document or
instrument relating hereto;
(ii) any extension or renewal for one or more periods (whether or not longer than the
original period) or change in the time, manner, or place or payment of, or in any other term
of, all or any of the Guaranteed Obligations;
(iii) any change in the ownership of capital stock of the Trust Company or any change
in the identity or structure of the Trust Company, whether by consolidation, merger or
otherwise;
10
(iv) any release or amendment or waiver of or consent to departure from the terms of this
Agreement; or
(v) any other circumstance which might otherwise constitute a defense available to, or
a discharge of, the Guarantor in respect of the Guaranteed Obligations in respect of this
Agreement.
4. Representations and Warranties
(a) | The Guarantor hereby represents that: |
(i) the Guarantor is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation; and
(ii) the Guarantor has the requisite power and authority to execute, deliver, and perform its
obligations under this Agreement, and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement.
(b) | The Parent hereby represents that the Parent owns directly or indirectly 100% of the issued and outstanding voting common stock of the Trust Company and the Guarantor. |
5. Governing Law and Submission to Jurisdiction
(a) Governing Law This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of law.
(b) The Parent and the Guarantor hereby irrevocably consent to and hereby submit themselves to
the jurisdiction of the United States.
District Court of the Southern District of New York (the New York Court) Solely in connection
with any proceeding relating hereto.
(c) The Parent and the Guarantor hereby severally represent and warrant each in respect of
itself alone that it has no right to immunity from the service of process or jurisdiction or any
judicial proceedings of any competent court located pursuant to action (b) above or from execution
of any judgment in the United States or from the execution or enforcement therein of any
arbitration decision in respect of any suit, action, proceeding or any other matter solely arising
out of or relating to its obligations under this Agreement or the transactions contemplated hereby,
and to the extent that the Parent or the Guarantor is or becomes entitled to any such immunity with
respect to the service of process or jurisdiction or any judicial proceedings of any competent
court located pursuant to section (b) above, and to the extent permitted by law, it does hereby and
will irrevocably and unconditionally agree not to plead or claim any such immunity solely with
respect to its obligations hereunder or any other matter under or arising out of or in connection
with this Agreement or the transactions contemplated hereby.
IN WITNESS WHEREOF, each of the Guarantor, the Trust Company and the Parent have caused this
Agreement to be executed by their respective duly authorized officers as of this 12 day of July
2002. CB
LAW DEBENTURE GUARANTEE LIMITED | ||||
By:
|
/s/ Caroline J Banszky | |||
Name:
|
||||
Title:
|
Director | |||
LDC TRUST MANAGEMENT LIMITED | ||||
By:
|
/s/ Julian Mason-Jess | |||
Name:
|
||||
Title:
|
Director |
11
LAW DEBENTURE TRUST COMPANY OF NEW YORK | ||||
By:
|
/s/ N J Kuenstner | |||
Name:
|
||||
Title:
|
President |