EXHIBIT 4.16
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of June 30,
2004, among IASIS Finance Texas Holdings, LLC (the "Guaranteeing Subsidiary"), a
subsidiary of IASIS Healthcare LLC (or its permitted successor), (the
"Company"), the Company, IASIS Capital Corporation (or its permitted successor),
("IASIS Capital," and together with the Company, the "Issuers"), the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York Trust Company, N.A., as trustee under the Indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of June 22, 2004 providing for
the issuance of 8-3/4% Senior Subordinated Notes due 2014 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Subsidiary Guarantee and in this Indenture including but not
limited to Article 11 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Issuers
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed, all as of the date first above written.
IASIS FINANCE TEXAS HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
IASIS HEALTHCARE LLC
By: /s/ W. Xxxx Xxxxxxx
-------------------------------------
Name: W. Xxxx Xxxxxxx
Title: Chief Financial Officer
IASIS CAPITAL CORPORATION
By: /s/ W. Xxxx Xxxxxxx
-------------------------------------
Name: W. Xxxx Xxxxxxx
Title: Chief Financial Officer
ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.
BAPTIST JOINT VENTURE HOLDINGS, INC.
BEAUMONT HOSPITAL HOLDINGS, INC.
BILTMORE SURGERY CENTER, INC.
BILTMORE SURGERY CENTER HOLDINGS, INC.
BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.
IASIS PHYSICIAN SERVICES, INC.
CLINICARE OF TEXAS, INC.
CLINICARE OF UTAH, INC.
XXXXX HOSPITAL HOLDINGS, INC.
XXXXX SURGICAL CENTER HOLDINGS, INC.
FIRST CHOICE PHYSICIANS NETWORK HOLDINGS,
INC.
IASIS FINANCE, INC.
IASIS HEALTHCARE HOLDINGS, INC.
IASIS HOME INFUSION AND MEDICAL EQUIPMENT,
INC.
IASIS MANAGEMENT COMPANY
IASIS TRANSCO, INC.
JORDAN VALLEY HOSPITAL HOLDINGS, INC.
MCS/AZ, INC.
METRO AMBULATORY SURGERY CENTER, INC.
NORTH VISTA HOSPITAL, INC.
PALMS OF PASADENA HOMECARE, INC.
PIONEER VALLEY HEALTH PLAN, INC.
PIONEER VALLEY HOSPITAL, INC.
ROCKY MOUNTAIN MEDICAL CENTER, INC.
SALT LAKE REGIONAL MEDICAL CENTER, INC.
IASIS HOSPITAL NURSE STAFFING COMPANY
SOUTHRIDGE PLAZA HOLDINGS, INC.
SSJ ST. PETERSBURG HOLDINGS, INC.
TAMPA BAY STAFFING SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
SEABOARD DEVELOPMENT LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
ST. LUKE'S BEHAVIORAL HOSPITAL, LP
MEMORIAL HOSPITAL OF TAMPA, LP
MESA GENERAL HOSPITAL, LP
PALMS OF PASADENA HOSPITAL, LP
SOUTHWEST GENERAL HOSPITAL, LP
ST. LUKE'S MEDICAL CENTER, LP
TEMPE ST. LUKE'S HOSPITAL, LP
TOWN & COUNTRY HOSPITAL, LP
By: IASIS HEALTHCARE HOLDINGS, INC.,
as General Partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Authorized Signature
Xxxxxxxxx X. Xxxxxx
Vice President
