EXHIBIT 10.27
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement"), dated as of August
1, 2003, is by and between Southeast Texas Hospital, LP, a Delaware limited
partnership (the "New Subsidiary"), and BANK OF AMERICA, N. A., in its
capacities as Administrative Agent and Collateral Agent under that certain
Amended and Restated Credit Agreement, dated as of February 7, 2003, as amended
(as it may be amended, modified, restated or supplemented from time to time, the
"Credit Agreement"), by and among IASIS Healthcare Corporation, a Delaware
corporation (the "Borrower"), the Guarantors party thereto, the Lenders party
thereto and Bank of America, N. A., as Administrative Agent. All of the defined
terms in the Credit Agreement are incorporated herein by reference.
The Credit Parties are required by Section 9.11 of the Credit
Agreement to cause the New Subsidiary to become a "Guarantor".
Accordingly, the New Subsidiary hereby agrees as follows with
the Administrative Agent, for the benefit of the Lenders:
1. The New Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the New Subsidiary will be
deemed to be a party to the Credit Agreement and a "Guarantor" for all purposes
of the Credit Agreement, and shall have all of the rights and obligations of a
Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the Guarantors
contained in the Credit Agreement. Without limiting the generality of the
foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and
severally, together with the other Guarantors, guarantees to each Lender and the
Administrative Agent, as provided in Section 5 of the Credit Agreement, the
prompt payment of the Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration or otherwise, giving effect to any
grace periods) strictly in accordance with the terms thereof.
2. The New Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the New Subsidiary will be
deemed to be a party to the Security Agreement, and shall have all the rights
and obligations of an "Assignor" (as such term is defined in the Security
Agreement) thereunder as if it had executed the Security Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the "Assignor"
contained in the Security Agreement. Without limiting the generality of the
foregoing terms of this paragraph 2, to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise of the Obligations (as defined in the Security
Agreement) the New Subsidiary hereby confirms and grants to the Administrative
Agent, for the ratable benefit of the Lenders, a continuing security interest in
any and all right, title and interest of the New Subsidiary in and to the
Collateral (as such term is defined in Section 1.1(c) of the Security Agreement)
of the New Subsidiary. The New Subsidiary hereby represents and warrants to the
Administrative Agent as of the date hereof that the information set forth on
each the Schedules attached to this Joinder Agreement is true and complete as of
the date hereof.
3. The New Subsidiary hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the New Subsidiary will be
deemed to be a party to the Pledge Agreement, and shall have all the rights and
obligations of a "Pledgor" thereunder as if it had executed the Pledge
Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees
to be bound by, all the terms, provisions and conditions applicable to the
"Pledgor" contained in the Pledge Agreement. Without limiting the generality of
the foregoing terms of this paragraph 3, to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Obligations (as defined in the Pledge
Agreement), the New Subsidiary hereby confirms and pledges and assigns to the
Collateral Agent, for the ratable benefit of the Lenders, and confirms and
grants to the Collateral Agent, for the ratable benefit of the Lenders, a
continuing security interest in any and all right, title and interest of the New
Subsidiary in and to the Collateral (as such term is defined in Section 3.1 of
the Pledge Agreement) listed on Schedules 10, 11, 12 and 13 attached hereto.
4. Unless otherwise notified to the Administrative Agent
in accordance with Section 14.03 of the Credit Agreement, the address of the New
Subsidiary for purposes of all notices and other communications is the address
set forth on Schedule 1 hereto.
5. The New Subsidiary hereby waives acceptance by the
Administrative Agent, the Collateral Agent and the Lenders of the guaranty by
the New Subsidiary under Section 5 of the Credit Agreement upon the execution of
this Agreement by the New Subsidiary.
6. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract.
7. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. The information set forth in Schedules 1 through 8
hereto shall be deemed to supplement the applicable schedules to the Security
Agreement. The information set forth in Schedules 3 and 9 through 13 hereto
shall be deemed to supplement the applicable schedules to the Pledge Agreement.
The information set forth in Schedule 14 hereto shall be deemed to supplement
Schedule 8.13 to the Credit Agreement.
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IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officers, the Borrower has
caused the same to be consented to by its authorized officer and the
Administrative Agent and Collateral Agent, for the ratable benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the
day and year first above written.
SOUTHEAST TEXAS HOSPITAL, LP,
as the New Subsidiary
By: IASIS HEALTHCARE
HOLDINGS, INC., its
General Partner
By: -s- Xxxxx X. Xxxxx
-------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
Acknowledged and consented to:
IASIS HEALTHCARE CORPORATION, as Borrower
By: -s- Xxxxx X. Xxxxx
-------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
Acknowledged and accepted:
BANK OF AMERICA, N. A., as
Administrative Agent and Collateral Agent
By: -s- Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: Principal
3
Schedule 1
TO JOINDER AGREEMENT
SCHEDULE OF CHIEF EXECUTIVE OFFICES/ADDRESS(ES) OF
CHIEF EXECUTIVE OFFICE
SOUTHEAST TEXAS HOSPITAL, LP
A. Chief Executive Offices
Nederland, TX
Port Xxxxxx, TX
B. Address(es) of Chief Executive Xxxxxx
Xxxxxxx 000 & 00xx Xxxxxx
Xxxxxxxxx, XX 00000
0000 00xx Xxxxxx
Xxxx Xxxxxx, XX 00000
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Schedule 2
TO JOINDER AGREEMENT
SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
SOUTHEAST TEXAS HOSPITAL, LP
Location Description
-------- -----------
Xxxxxxx 000 & 00xx Xxxxxx Inventory and Equipment Location
Xxxxxxxxx, XX 00000
0000 00xx Xxxxxx Inventory and Equipment Location
Xxxx Xxxxxx, XX 00000
000 Xxxxxxxx Xxxx Inventory and Equipment Xxxxxxxx
Xxxxx X-000
Xxxxxxxx, XX 00000
See Schedule 14 for a description of real property on which new
hospital is to be constructed.
5
Schedule 3
TO JOINDER AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION
(AND WHETHER A REGISTERED ORGANIZATION AND/OR
A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION,
LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
Type of New Subsidiary's
Organization (or, Organization
if the New New Subsidiary's Identification
Subsidiary is an Registered Location (for Number (or, if it Transmitting
Exact Legal Name Individual, so Organization? Jurisdiction of purposes of NY has none, so Utility?
of New Subsidiary indicate) (Yes/No) Organization UCC Section 9-307) indicate) (Yes/No)
----------------- ----------------- ------------- --------------- ------------------ --------- --------
Southeast Texas Limited Partnership Yes Delaware Delaware 00-0000000 No
Hospital, LP
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Schedule 4
TO JOINDER AGREEMENT
SCHEDULE OF TRADE AND FICTITIOUS NAMES
SOUTHEAST TEXAS HOSPITAL, LP
Name Jurisdiction Where Used
---- -----------------------
The Medical Center of Southeast Texas Texas
Mid-Jefferson Hospital Texas
Mid-Jefferson Hospital Leasing Company Texas
The HealthCenter on Xxxx Texas
Park Place Medical Center Texas
Park Place Hospital Texas
Park Place MRI, Ltd. Texas
Park Place Hospital Leasing Company Texas
Bridge City HealthCenter Texas
The HealthCenter on Waco Texas
Industrial Testing Center Texas
Industrial Medical Center Texas
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Schedule 5
TO JOINDER AGREEMENT
DESCRIPTION OF COMMERCIAL TORT CLAIMS
Name of New Subsidiary Description of Commercial Tort Claims
---------------------- -------------------------------------
Southeast Texas Hospital, LP None
8
Schedule 6
TO JOINDER AGREEMENT
SCHEDULE OF MARKS AND APPLICATIONS
SOUTHEAST TEXAS HOSPITAL, LP
Xxxx Reg. No. Reg. Date Expiration Date
---- -------- --------- ---------------
None
9
Schedule 7
TO JOINDER AGREEMENT
SCHEDULE OF PATENTS AND APPLICATIONS
SOUTHEAST TEXAS HOSPITAL, LP
Patent Patent No. Issue Date
------ ---------- ----------
None
10
Schedule 8
TO JOINDER AGREEMENT
SCHEDULE OF COPYRIGHTS AND APPLICATIONS
SOUTHEAST TEXAS HOSPITAL, LP
Copyright Title Copyright Reg. No. Publication Date
--------------- ------------------ ----------------
None
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Schedule 9
TO JOINDER AGREEMENT
LIST OF SUBSIDIARIES OF NEW SUBSIDIARY
None
12
Schedule 10
TO JOINDER AGREEMENT
LIST OF STOCK
SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of
Name of Section 3.2(a)
Issuing Type of Number of Certificate Percentage of Pledge
Corporation Shares Shares No. Owned Agreement
----------- ------ ------ --- ----- ---------
Not applicable
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Schedule 11
TO JOINDER AGREEMENT
LIST OF NOTES
SOUTHEAST TEXAS HOSPITAL, LP
1. Amended and Restated Promissory Note, by Apollo Physician of Texas,
P.A. (Borrower) to Beaumont Hospital Holdings, Inc. (Lender), dated as
of June 1, 2002. $189,911.73.*
2. Amended and Restated Promissory Note, by Apollo Physician of Texas,
P.A. (Borrower) to Beaumont Hospital Holdings, Inc. (Lender), dated as
of June 1, 2002. $189,911.73.*
3. Promissory Note, by Xxxxxx Xxxxxxx, M.D. (Borrower) to Xxxxx
Healthcare, Ltd., dba Park Place Medical Center (Lender) (Beaumont
Hospital Holdings, Inc., acquired Park Place Medical Center), dated as
of December 1, 1997. $12,000.*
Intercompany Notes
Sub-clause of Section
3.2(a) of Pledge
Amount Maturity Date Obligor Agreement
------ ------------- ------- ---------
$63,676,702 10/01/04 Beaumont Hospital (v)
Holdings, Inc.**
$36,563,557 10/01/04 Beaumont Hospital (v)
Holdings, Inc. **
$ 5,000,000 Earlier of August 1, 0000 Xxxxxxxxx Xxxxx (v)
or termination of Hospital, LP
Revolving Credit and Cash
Management Agreement
* Assigned to Southeast Texas Hospital, LP
** Assumed by Southeast Texas Hospital, LP. Payee is IASIS Healthcare
Corporation, indorsed to IASIS Finance, Inc.
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Schedule 12
TO JOINDER AGREEMENT
LIST OF LIMITED LIABILITY COMPANY INTERESTS
SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of
Name of Issuing Section 3.2(a) of
Corporation Type of Interest Certificate No. Percentage Owned Pledge Agreement
----------- ---------------- --------------- ---------------- ----------------
None
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Schedule 13
TO JOINDER AGREEMENT
LIST OF PARTNERSHIP INTERESTS
SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of Section
3.2(a) of Pledge
Name of Partnership Type of Interest Percentage Owned Agreement
------------------- ---------------- ---------------- ---------
None
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Schedule 14
TO JOINDER AGREEMENT
LIST OF REAL PROPERTY
SOUTHEAST TEXAS HOSPITAL, LP
See Exhibit A attached hereto.
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