Exhibit 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement"), dated as of January
23, 2004, is by and between LAKE XXXX HOSPITAL, INC., a Delaware corporation
(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 (as it may be amended, modified, restated or
supplemented from time to time, the "Credit Agreement"), dated as of February 7,
2003, 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.
2
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.
LAKE XXXX HOSPITAL, INC.,
as the New Subsidiary
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------------
Title: Secretary
---------------------------------
Acknowledged and consented to:
IASIS HEALTHCARE CORPORATION, as
Borrower
By: /s/ W. Xxxx Xxxxxxx
------------------------------------
Name: W. Xxxx Xxxxxxx
----------------------------------
Title: Chief Financial Officer
---------------------------------
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
LAKE XXXX HOSPITAL, INC.
A. Chief Executive Offices
Franklin, TN
B. Address(es) of Chief Executive Xxxxxx
000 Xxxxxxxx Xxxx
Xxxxx X-000
Xxxxxxxx, XX 00000
4
Schedule 2
TO JOINDER AGREEMENT
SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
LAKE XXXX HOSPITAL, INC.
Location Description
-------- -----------
000 Xxxxxxxx Xxxx Inventory and Equipment Xxxxxxxx
Xxxxx X-000
Xxxxxxxx, XX 00000
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)
----------------- --------- -------- ------------ ------------------ --------- --------
Lake Xxxx Hospital,
Inc. Corporation Yes Delaware Delaware 00-0000000 No
6
Schedule 4
TO JOINDER AGREEMENT
SCHEDULE OF TRADE AND FICTITIOUS NAMES
LAKE XXXX HOSPITAL, INC.
None
7
Schedule 5
TO JOINDER AGREEMENT
DESCRIPTION OF COMMERCIAL TORT CLAIMS
Name of New Subsidiary Description of Commercial Tort Claims
---------------------- -------------------------------------
Lake Xxxx Hospital, Inc. None
8
Schedule 6
TO JOINDER AGREEMENT
SCHEDULE OF MARKS AND APPLICATIONS
LAKE XXXX HOSPITAL, INC.
Xxxx Reg. No. Reg. Date Expiration Date Jurisdiction
---- -------- --------- --------------- ------------
None
9
Schedule 7
TO JOINDER AGREEMENT
SCHEDULE OF PATENTS AND APPLICATIONS
LAKE XXXX HOSPITAL, INC.
Patent Patent No. Issue Date
------ ---------- ----------
None
10
Schedule 8
TO JOINDER AGREEMENT
SCHEDULE OF COPYRIGHTS AND APPLICATIONS
LAKE XXXX HOSPITAL, INC.
Copyright Title Copyright Reg. No. Publication Date
--------------- ------------------ ----------------
None
11
Schedule 9
TO JOINDER AGREEMENT
LIST OF SUBSIDIARIES OF NEW SUBIDIARY
None
12
Schedule 10
TO JOINDER AGREEMENT
LIST OF STOCK
LAKE XXXX HOSPITAL, INC.
Sub-clause of
Name of Section 3.2(a)
Issuing Type of Number of Certificate Percentage of Pledge
Corporation Shares Shares No. Owned Agreement
----------- ------ ------ --- ----- ---------
Lake Xxxx
Hospital, Inc. Common 100 1 100% (v)
13
Schedule 11
TO JOINDER AGREEMENT
LIST OF NOTES
LAKE XXXX HOSPITAL, INC.
Intercompany Notes
Sub-clause of Section
3.2(a) of Pledge
Amount Maturity Date Obligor Agreement
------ ------------- ------- ---------
None
14
Schedule 12
TO JOINDER AGREEMENT
LIST OF LIMITED LIABILITY COMPANY INTERESTS
LAKE XXXX HOSPITAL, INC.
Sub-clause of
Name of Issuing Section 3.2(a) of
Corporation Type of Interest Certificate No. Percentage Owned Pledge Agreement
----------- ---------------- --------------- ---------------- ----------------
None
15
Schedule 13
TO JOINDER AGREEMENT
LIST OF PARTNERSHIP INTERESTS
LAKE XXXX HOSPITAL, INC.
Sub-clause of Section
3.2(a) of Pledge
Name of Partnership Type of Interest Percentage Owned Agreement
------------------- ---------------- ---------------- ---------
None
16
Schedule 14
TO JOINDER AGREEMENT
LIST OF REAL PROPERTY
LAKE XXXX HOSPITAL, INC.
None
17
