SECOND AMENDED AND RESTATED
SUBSIDIARY COLLATERAL ACCOUNTS ASSIGNMENT AGREEMENT
This SECOND AMENDED AND RESTATED SUBSIDIARY COLLATERAL ACCOUNTS
ASSIGNMENT AGREEMENT (this "Agreement") is dated as of May 2, 1994, and made
between each corporation listed on Schedule I hereto (the "Subsidiary Borrowers"
or the "Pledgors") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the
financial institutions from time to time parties to the Subsidiary Credit
Agreement (as hereinafter defined)(the "Lenders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, certain of the parties hereto are parties to the Subsidiary
Collateral Accounts Assignment Agreement dated as of September 1, 1988 which was
amended and restated by the Amended and Restated Subsidiary Collateral Accounts
Assignment Agreement dated as of July 21, 1992 (the "1992 Subsidiary Collateral
Accounts Assignment Agreement"), and now desire to amend and restate such
agreement in its entirety; and
WHEREAS, Charter Medical Corporation, a Delaware corporation (as
successor to WAF Acquisition Corporation, a Delaware corporation, the
"Company"), certain of the Lenders, the Agent, Wells Fargo Bank, National
Association and Bank of America National Trust and Savings Association, as co-
agents (the "Original Co-Agents"), entered into that certain Credit Agreement
dated as of September l, 1988 which was amended and restated by the Amended and
Restated Credit Agreement dated as of July 21, 1992 (the "1992 Company Credit
Agreement"), which is being amended and restated by the Second Amended and
Restated Credit Agreement dated as of the date hereof (as the same may be
further amended, restated, supplemented or otherwise modified from time to time,
the "Company Credit Agreement"), pursuant to which certain of the Lenders made
certain loans and commitments to the Company, the terms of which are being
amended and restated pursuant to the Company Credit Agreement; and
WHEREAS, pursuant to the terms and conditions of the Company Credit
Agreement, the Lenders have made certain commitments to make additional loans
to, and participate in and/or issue letters of credit for the account of, the
Company; and
WHEREAS, certain Borrowers, certain of the Lenders, the Original Co-
Agents and the Agent entered into a Credit Agreement, dated as of September l,
1988 which was amended and restated by the Amended and Restated Subsidiary
Credit Agreement dated as of July 21, 1992 (the "1992 Subsidiary Credit
Agreement"; and, together with the 1992 Company Credit Agreement, the "1992
Credit Agreement"), which is being amended and restated by the Second Amended
and Restated Subsidiary Credit Agreement dated as of the date hereof (as the
same may be further amended, restated, supplemented or otherwise modified from
time to time, the "Subsidiary Credit Agreement"; and, together with the Company
Credit Agreement, each a "Credit Agreement" and collectively the "Credit
Agreements"), pursuant to which certain of the Lenders made certain loans and
commitments to, and issued letters of credit for the benefit of, the Borrowers,
the terms of which are being amended and restated pursuant to the Subsidiary
Credit Agreement; and
WHEREAS, pursuant to the terms and conditions of the Subsidiary Credit
Agreement, the Lenders have made certain commitments to make additional loans
to, and participate in and/or issue letters of credit for the account of, the
Borrowers; and
WHEREAS, the Lenders have agreed to amend and restate the 1992 Credit
Agreements upon terms and conditions acceptable to the Company and the
Borrowers; and
WHEREAS, it was a condition precedent to the incurrence of loans and
participation in letters of credit under the 1992 Credit Agreements that the
Pledgors execute and deliver to the Agent the 1992 Subsidiary Collateral
Accounts Assignment Agreement and it is a condition precedent to the incurrence
of loans and the issuance of letters of credit under the Credit Agreements that
each Pledgor executes and delivers to the Agent this Agreement;
2
NOW, THEREFORE, in consideration of the foregoing and the agreements,
provisions and covenants contained herein, each Pledgor and the Agent hereby
agree as follows:
SECTION 1. DEFINITIONS. (a) The terms defined in the Subsidiary
Credit Agreement (by reference to the Company Credit Agreement or otherwise) and
not otherwise defined herein, including in the recital paragraphs, are used
herein as defined therein.
(b) The following terms used in this Agreement shall have the
following meanings:
"COLLATERAL" means (a) all funds from time to time on deposit in the
Subsidiary L/C Cash Collateral Account, (b) all investments in the
Subsidiary L/C Cash Collateral Account and all certificates and instruments
from time to time representing or evidencing such Investments, (c) all
notes, certificates of deposit, checks and other instruments from time to
time hereafter delivered to or otherwise possessed by the Agent for or on
behalf of the Pledgors in substitution for or in addition to any or all of
the Collateral, (d) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Collateral, and (e) to the
extent not covered by clauses (a) through (d) above, all proceeds of any or
all of the foregoing Collateral.
"INVESTMENTS" means those investments, if any, made by the Agent
pursuant to Section 5 hereof.
"OBLIGATIONS" means all obligations of each Pledgor under the
Subsidiary Credit Agreement and the other Credit Documents.
"SUBSIDIARY L/C CASH COLLATERAL ACCOUNT" means the cash collateral
account established and maintained pursuant to Section 2 hereof.
SECTION 2. ESTABLISHMENT OF COLLATERAL ACCOUNT. (a) If, at any
time, any Subsidiary Borrower is required to deposit any amounts into the L/C
Cash Collateral Account pursuant to Section 4.2(a) of the Subsidiary
3
Credit Agreement, the Agent and the Subsidiary Borrowers shall , and at all
other times the Agent may, and upon the request of the Agent the Borrowers
shall, establish and maintain at the Payment Office, in the name of the Pledgors
but under the sole dominion and control of the Agent, a cash collateral account
bearing interest only as a result of investments permitted by Section 5. The
Pledgors hereby jointly and severally agree to deposit in the Subsidiary L/C
Cash Collateral Account each amount, if any, required to be so deposited in
respect of Subsidiary Letters of Credit pursuant to Section 4.2(a) of the
Subsidiary Credit Agreement.
(b) Any amounts deposited in the Subsidiary L/C Cash Collateral
Account shall be (A) applied to the reimbursement of payments made by the L/C
Banks and the other Lenders in respect of drawings under Subsidiary Letters of
Credit in accordance with and subject to Sections 2.3 and 2.4 of the Subsidiary
Credit Agreement or Section 9 of the Credit Agreements, (B) applied in
accordance with Section 12 hereof or (C) released to the Pledgors pursuant to
Section 4.2(a) of the Subsidiary Credit Agreement.
SECTION 3. CONDITIONAL ASSIGNMENT OF COLLATERAL. Each Pledgor hereby
assigns to the Agent for its benefit and the benefit of the Lenders, and grants
to the Agent for its benefit and the benefit of the Lenders a lien and security
interest in, the Collateral. In accordance with Section 12 hereof, upon the
failure of any Pledgor to pay the Obligations in accordance with the provisions
of the Subsidiary Credit Agreement and the other Credit Documents, the Agent may
apply any and all amounts constituting and in respect of Collateral in
satisfaction of the payment in full of the Obligations. Upon payment in full of
the Obligations, the Agent agrees to re-assign to the Pledgors the remaining
Collateral.
SECTION 4. DELIVERY OF COLLATERAL. All certificates or instruments,
if any, representing or evidencing the Collateral shall be delivered to and held
by the Agent pursuant hereto and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the
Agent. In the event any Collateral is not evidenced by a certificate, a
notation, reflecting title in the name of
4
the Agent or the security interest of the Agent shall be made in the records of
the issuer of such Collateral or in such other appropriate records as the Agent
may require, all in form and substance reasonably satisfactory to the Agent.
The Agent shall have the right, upon the occurrence and during the continuance
of an Event of Default to transfer to or to register in the name of the Agent or
any of its nominees any or all of the Collateral. In addition, the Agent shall
have the right at any time to exchange certificates or instruments representing
or evidencing Collateral for certificates or instruments of smaller or larger
denominations.
SECTION 5. INVESTING OF AMOUNTS IN THE SUBSIDIARY L/C CASH COLLATERAL
ACCOUNT. Cash held by the Agent in the Subsidiary L/C Cash Collateral Account
shall not be invested or reinvested except as provided in this Section 5.
(a) Except as otherwise provided in Section 12 hereof, the Company
(i) may direct the Agent to (A) invest cash (including the proceeds of sales of
Cash Equivalents) in the Subsidiary L/C Cash Collateral Account from time to
time in Cash Equivalents and (B) deliver to the Company for distribution to the
respective Pledgors any interest accrued on the amounts deposited in the
Subsidiary L/C Cash Collateral Account; PROVIDED, that the Agent shall not be
obligated to deliver any such interest (x) more often than once every calendar
month, (y) to the extent that either before or after such delivery of interest,
the Company would be required to deposit any amount in the Subsidiary L/C Cash
Collateral Account pursuant to Section 4.2(a) of the Subsidiary Credit Agree-
ment, or (z) upon the occurrence and during the continuance of an Event of
Default; and (ii) shall direct the Agent to sell any such Cash Equivalents from
time to time to the extent necessary such that the amount of cash held in the
Subsidiary L/C Cash Collateral Account is sufficient to permit any application
thereof to the payment of the Obligations as provided in the Subsidiary Credit
Agreement.
(b) The Agent is hereby authorized to sell or set-off, and shall
sell, all or any designated part of the Collateral (i) so long as no Event of
Default shall have occurred and be continuing, upon the receipt of appropriate
written or tested telex instructions from the
5
Company, or (ii) in any event (but only with prior written notice to the
Company) if such sale is necessary to permit the Agent to perform its duties
hereunder or under the Subsidiary Credit Agreement, PROVIDED, HOWEVER that the
Agent shall have no responsibility for any loss in the value of the Collateral
resulting from a fluctuation in interest rates or otherwise as a result of any
such sale or any sale pursuant to Section 12. Except as provided in paragraph
(a) above, any interest on securities constituting part of the Collateral and
the net proceeds of the sale or payment of any such securities shall be held in
the Subsidiary L/C Cash Collateral Account by the Agent.
SECTION 6. REPRESENTATIONS AND WARRANTIES. In addition to its
representations and warranties made pursuant to Section 6 of the Subsidiary
Credit Agreement, each Pledgor represents and warrants to the Agent for the
benefit of the Lenders that the following statements are true, correct and
complete:
(a) On and after the Closing Date, the Pledgors will be the legal and
beneficial owner of the Collateral free and clear of any Lien except for the
lien and security interest created by this Agreement; and
(b) The pledge, assignment and possession of the Collateral pursuant
to this Agreement creates a valid assignment of, and a valid and perfected first
priority security interest in the Collateral, securing the payment of the
Obligations.
SECTION 7. FURTHER ASSURANCES. Each Pledgor agrees that at any time
and from time to time, at its expense, it will promptly execute and deliver to
the Agent any further instruments and documents, and take any further actions,
that may be necessary or that the Agent may reasonably request, in order to
protect the assignment given hereby or to perfect and protect any security
interest granted hereby or to enable the Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.
SECTION 8. TRANSFERS AND OTHER LIENS. Except as permitted hereunder,
each Pledgor agrees that it will not (a) sell or otherwise dispose of any
Collateral or any interest in the Collateral, or (b) create or permit
6
to exist any Lien upon or with respect to any of the Collateral, except for the
lien and security interest created by this Agreement and Permitted Liens.
SECTION 9. THE AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor hereby
irrevocably appoints the Agent as its attorney-in-fact, coupled with an interest
and with full authority in the place and stead of such Pledgor and in the name
of such Pledgor or otherwise, from time to time in Agent's reasonable discretion
after the occurrence and during the continuance of an Event of Default to take
any action and to execute any instrument which the Agent may reasonably deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation, to receive, endorse and collect all instruments made payable
to such Pledgor representing any payment, dividend, or other distribution in
respect of the Collateral or any part thereof and to give full discharge for the
same. In performing its functions and duties under this Agreement, the Agent
shall act solely as the agent of the Lenders and the Agent has not assumed and
shall not be deemed to have assumed any obligation towards or relationship of
agency or trust with or for any Pledgor.
SECTION 10. THE AGENT MAY PERFORM. If any Pledgor fails to perform
any agreement contained herein, after notice to such Pledgor, the Agent may
itself perform, or cause performance of, such agreement, and the expenses of the
Agent, as the case may be, incurred in connection therewith shall be payable by
the Pledgors under Section l3 hereof.
SECTION 11. STANDARD OF CARE; NO RESPONSIBILITY FOR CERTAIN MATTERS.
In dealing with the Collateral in its possession, the Agent shall exercise the
same care which it would exercise in dealing with its own property of a similar
nature, but it shall not be responsible for (a) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral whether or not the Agent has or is deemed to
have knowledge of such matters, (b) taking any steps to preserve rights against
any parties with respect to any Collateral (other than steps taken in accordance
with the standard of care set forth above to maintain possession of the
Collateral), (c) the collection of any proceeds, (d) any loss resulting from
7
Investments made pursuant to Section 5 hereof, except for a loss resulting from
the Agent's gross negligence or willful misconduct in complying with said
Section 5, or (e) determining (i) the correctness of any statement or
calculation made by any Pledgor in any written or telex (tested or otherwise)
instructions, or (ii) whether any deposit in the Subsidiary L/C Cash Collateral
Account is proper.
SECTION 12. REMEDIES UPON DEFAULT. If any Default or Event of
Default shall have occurred and be continuing:
(a) the Agent may sell all or any portion of the Collateral and apply
the cash proceeds thereof and any other cash in the Subsidiary L/C Cash
Collateral Account to the payment of any of the Obligations, whether or not due,
in such order as the Required Lenders may determine in their sole discretion;
any surplus of such cash or cash proceeds held by the Agent and remaining after
payment in full of all Obligations shall be paid over to the Pledgors or to
whomsoever may be lawfully entitled to receive such surplus; and
(b) anything contained herein to the contrary notwithstanding, any of
the Collateral consisting of investments in call deposits of the Lenders shall
be subject to the Lenders' rights of set-off under Section 12.2 of the
Subsidiary Credit Agreement.
SECTION 13. INDEMNITY. Without duplication of any amounts payable
under Section 12.1 of each of the Company Credit Agreement and the Subsidiary
Credit Agreement and any other similar indemnity provision contained in any
other Credit Document, the Pledgors shall (i) whether or not the transactions
hereby contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of the Agent actually incurred in connection with the administration
(both before and after the execution hereof and including advice of counsel as
to the rights and duties of the Agent with respect thereto) of and in connection
with the preparation, execution and delivery of this Agreement (including,
without limitation, the reasonable fees and disbursements of Skadden, Arps,
Slate, Meagher & Flom) and of the Agent and each Lender actually incurred in
connection with the preservation of rights under, and enforcement of, and, after
an
8
Event of Default, renegotiation or restructuring of this Agreement and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of counsel for the Agent and each Lender);
(ii) pay and hold the Agent and each of the Lenders harmless from and against
any and all present and future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to this Agreement and save the Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay any such taxes, charges or levies; and (iii) indemnify the Agent
and each Lender, its officers, directors, employees, representatives and agents
from and hold each of them harmless against any and all costs, losses,
liabilities, claims, damages or expenses actually incurred by any of them
(whether or not any of them is designated a party thereto) arising out of or by
reason of any investigation, litigation or other proceeding related to this
Agreement or any transaction contemplated hereby, including, without limitation,
the reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding. Notwithstanding anything in
this Agreement to the contrary, the Pledgors shall not be responsible to the
Agent, or any officer, director, employee, representative or agent of the
foregoing (an "Indemnified Party") for any losses, damages, liabilities or
expenses which result from such Indemnified Party's gross negligence or willful
misconduct. It is understood that the Pledgors shall not, in connection with
any single action, suit, proceeding or claim or separate but substantially
similar or related actions, suits, proceedings or claims, arising out of the
same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys at the same time for the Indemnified
Parties (which firm shall be designated by the Agent) except that, if any
Indemnified Party other than the Agent shall determine, in its sole discretion,
that there may be a conflict in such firm representing the Agent and such
Indemnified Party, then the Pledgors shall be liable for the reasonable fees and
expenses of an additional firm for such Indemnified Party whose interests may be
in conflict. The Pledgors' obligations under
9
this Section 13 shall survive any termination of this Agreement.
SECTION 14. NO WAIVER. No failure on the part of the Agent to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Agent of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies herein provided are to the fullest
extent permitted by law cumulative and are not exclusive of any remedies
provided by law, in equity or under any other Credit Document.
SECTION 15. AMENDMENTS, ETC. No amendment, modification, termination
or waiver of any provision of this Agreement, or consent to any departure by any
Pledgor therefrom, shall in any event be effective unless the same shall be
executed in accordance with the terms of the Subsidiary Credit Agreement.
SECTION 16. NOTICES. Except as otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be given to the parties hereto at the addresses and in the manner
specified in the Subsidiary Credit Agreement.
SECTION 17. CONTINUING SECURITY INTEREST; TERMINATION. Except as
provided hereunder and under the Subsidiary Credit Agreement, none of the
Pledgors nor any Person claiming on behalf of or through the Pledgors shall have
any right to withdraw any of the funds held in the Subsidiary L/C Cash
Collateral Account until the termination of the Total Revolving Loan Commitment,
indefeasible payment in full of all of the Obligations and no Letters of Credit
or Subsidiary Letters of Credit are outstanding. This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until the termination of the Total Revolving Loan Commitment,
indefeasible payment in full of all Obligations and no Letters of Credit or
Subsidiary Letters of Credit are outstanding, (b) be binding upon each Pledgor,
its successors and assigns, and (c) inure to the benefit of the Agent, the
Lenders, and their respective successors, transferees and assigns; PROVIDED that
no Pledgor may assign or transfer any of
10
its interests or obligations hereunder without the written consent of the
Required Lenders. Without limiting the generality of the foregoing clause (c)
and subject to the provisions of Section 12.4 of the Subsidiary Credit
Agreement, any Lender may assign or otherwise transfer any Note held by it to
any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise. Upon the termination of the Total Revolving Loan
Commitment, indefeasible payment in full of the Obligations and the cancellation
or expiration of all outstanding Letters of Credit and Subsidiary Letters of
Credit, each Pledgor shall be entitled to the return, upon its request and at
its expense, of such of the Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.
SECTION 18. GOVERNING LAW; APPOINTMENT OF AGENT FOR SERVICE OF
PROCESS; SUBMISSION TO JURISDICTION. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF). ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH PLEDGOR HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
JURISDICTION OF THE AFORESAID COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS
RIGHTS OR THE RIGHTS OF THE AGENT WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. EACH PLEDGOR HEREBY IRREVOCABLY DESIGNATES CT CORPORATION
SYSTEM LOCATED AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS THE DESIGNEE,
APPOINTEE AND AGENT OF SUCH PLEDGOR, TO RECEIVE, FOR AND ON BEHALF OF SUCH
PLEDGOR, SERVICE OF PROCESS IN SUCH JURISDICTIONS IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO AND
SUCH SERVICE SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE DEEMED
COMPLETED TEN DAYS AFTER DELIVERY THEREOF TO SAID AGENT. IT IS UNDERSTOOD THAT
A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL
TO SUCH PLEDGOR AT ITS ADDRESS SET FORTH IN THE SUBSIDIARY CREDIT AGREEMENT, BUT
THE FAILURE OF ANY PLEDGOR TO RECEIVE SUCH COPY SHALL NOT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, AFFECT IN ANY WAY THE SER-
11
VICE OF SUCH PROCESS. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT OR ANY
DOCUMENT RELATED HERETO. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.
SECTION 19. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PLEDGOR HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER.
SECTION 20. AMENDMENT AND RESTATEMENT. This Agreement constitutes an
amendment and restatement of the 1992 Subsidiary Collateral Accounts Assignment
Agreement amended hereby (the "Original Instrument"), and such Original
Instrument shall continue in effect on and after the date hereof as so amended
and restated. The parties do not intend that this Agreement constitute a
novation, termination, release or satisfaction of the Original Instrument, or
constitute payment or satisfaction of any indebtedness or other obligation
secured by the Original Instrument.
12
Charter Medical Corporation
Subsidiary Collateral
Accounts Assignment Agreement
May 2, 1994
IN WITNESS WHEREOF, each Pledgor and the Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
BANKERS TRUST COMPANY,
as Agent
By /s/ Mary Kay Coyle
--------------------------------
Name: Mary Kay Coyle
Title: Vice President
PLEDGORS:
By /s/ Charlotte A. Sanford
--------------------------------
Charlotte A. Sanford in her
capacity as Treasurer for each of
the corporations, each as a
Pledgor, listed on Schedule I
hereto
13
SCHEDULE I
SECOND AMENDED AND RESTATED SUBSIDIARY COLLATERAL ACCOUNTS
ASSIGNMENT AGREEMENT
I. LETTERS OF CREDIT
Charter Behavioral Health System of New Mexico, Inc.
Charter Behavioral Health System of Charleston, Inc.
Charter Behavioral Health System of Northwest Arkansas, Inc.
Charter Behavioral Health System of Central Georgia, Inc.
Charter Fairmount Behavioral Health System, Inc.
Charter Forest Behavioral Health System, Inc.
Charter Hospital of St. Louis, Inc. (Greenville)
Charter Palms Behavioral Health System, Inc.
Charter Plains Behavioral Health System, Inc.
Charter Ridge Behavioral Health System, Inc.
Charter Rivers Behavioral Health System, Inc.
Charter Springs Behavioral Health System, Inc.
CMSF, Inc. (Glade)
II. SUBSIDIARY LOANS
Charter Behavioral Health System of Northern California, Inc.
Charter Behavioral Health System of Northwest Indiana, Inc.
Charter Hospital of St. Louis, Inc. (Orlando South)
Charter Indianapolis Behavioral Health System, Inc.
Charter Lakeside Behavioral Health System, Inc.
Charter Mission Viejo Behavioral Health System, Inc.
Charter San Diego Behavioral Health System, Inc.
Charter South Bend Behavioral Health System, Inc.
Charter Terre Haute Behavioral Health System, Inc.
Charter Woods Behavioral Health System, Inc.