1
EXHIBIT 2.4
AMENDMENT NO. 2 TO ASSET SALE AGREEMENT
This Amendment No. 2 to Asset Sale Agreement (the "Amendment") is
made and entered into effective as of October 15, 1999, by and between Xxxxx
Healthcare Corporation, a Nevada corporation ("Seller") and IASIS Healthcare
Corporation, a Delaware corporation ("Purchaser") as successor in interest to
JLL Hospital, LLC, a Delaware limited liability company.
R E C I T A L S
A. Seller and JLL Hospital, LLC entered into that certain Asset Sale
Agreement dated as of August 15, 1999, as amended by Amendment No. 1 to Asset
Sale Agreement dated as of October 15, 1999 (collectively, the "Agreement")
pursuant to which Purchaser's permitted designees or assignees are acquiring
substantially all of the assets with respect to the operation of the Hospitals
from the Subsidiaries.
B. Seller and Purchaser desire to amend the Agreement to address
certain matters that have arisen since the effective date of the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except to the extent it is specifically indicated
to the contrary in this Amendment, defined terms used in this Amendment shall
have the same meanings ascribed to them in the Agreement.
2. Employed Physicians Transition Period. A new Section 9.4 of the
Agreement is hereby added to read as follows:
9.4 Employed Physicians Transition Period. Notwithstanding any
provision to the contrary contained in the Agreement:
(a) The Subsidiaries employ the physicians set forth on Schedule
9.4(a) hereto (the "Physicians") in the conduct of the
physician practices described on Schedule 9.4(a) hereto (the
"Practices"). Purchaser is in the process of establishing
billing systems and obtaining provider numbers which will
enable it and its affiliates to manage the operation of the
Practices beginning on January 1, 2000.
(b) Subject to the terms, requirements and termination
provisions of their respective employment contracts, from
October 15, 1999 through and including December 31, 1999
(the "Transition Period"), Seller shall
1
2
cause the applicable Subsidiaries to continue to employ the
Physicians and operate the Practices. During the Transition
Period, Seller shall cause the Subsidiaries to continue to
pay the salaries, employee benefits and payroll taxes of the
Physicians and the accounts payable of the Practices and to
continue to xxxx, collect and charge against the accounts of
each such Physician for the payments, goods and services
associated with their respective medical practices, all in
accordance with the applicable Subsidiaries' past practice.
Any accounts receivable generated by, and any capitation
payments received with respect to the services of, the
Physicians during the Transition Period, as well as any
profit or loss attributable to the relationship between the
applicable Subsidiaries and the Physicians shall be for the
account of Purchaser. Purchaser shall reimburse Seller for
all of Seller's direct and indirect costs incurred during
the Transition Period pursuant to this Section 9.4 in
accordance with the terms contained in that certain Employee
Leasing Agreement between the parties.
(c) Purchaser and the Subsidiaries shall cooperate and consult
with each other during the Transition Period regarding the
hiring of any new staff personnel for any of the Practices.
Such cooperation shall include, without limitation,
sufficient advance notice to the other party of the hiring
of any new staff personnel. Notwithstanding the foregoing,
the Subsidiaries will not be obligated to hire any new
physician employees for any of the Practices.
(d) During the Transition Period, Seller shall cause the
Subsidiaries to, at Purchaser's expense, (i) process claims
for the Practices set forth in Schedule 9.4(d)(i), and (ii)
build new information databases for the Practices set forth
in Schedule 9.4(d)(ii).
(e) Purchaser shall use its reasonable commercial efforts to (i)
establish its physician billing systems, and (ii) obtain
provider numbers for the Physicians on or prior to January
1, 2000.
(f) On January 1, 2000, Seller shall cause the applicable
Subsidiaries to assign the Physicians' employment contracts
to Purchaser's designated affiliates.
3. Indemnification of Seller by Purchaser.
(a) The phrase "and 10.3.1(ix)" is hereby inserted in the second
sentence of Section 10.1 of the Agreement after the phrase
"10.3.1(iv)".
(b) The following is hereby inserted at the end of the first
sentence of Section 10.3.1 of the Agreement:
2
3
"and (ix) Seller, the Subsidiaries' and any affiliate of
Seller's acts with respect to, and any obligations under,
Section 9.4, including, without limitation, (I) any tail
coverage obligations with respect to any Physician whose
contract expires or is otherwise terminated during or after
the Transition Period, (II) any bonuses payable to any
Physician which is wholly or in part attributable to
services performed during the Transition Period, (III) any
Damages related to any disability, medical or similar claim
of any of the Physicians which arises during, or is
otherwise attributable to, the Transition Period, (IV) any
employee benefit costs with respect to any of the Physicians
which is attributable to the Transition Period, and (V) any
Damages arising out of the mere existence of the arrangement
set forth in Section 9.4."
4. Effect on Agreement; General Provisions. Except as set forth in
this Amendment, the terms and provisions of the Agreement are hereby ratified
and declared to be in full force and effect. This Amendment shall be governed by
the provisions of the Agreement regarding choice of law, attorneys' fees, and
successors and assigns. This Amendment shall become effective upon its
execution, which may occur in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Captions and paragraph headings are used herein for convenience
only, are not a part of this Amendment or the Agreement as amended by this
Amendment and shall not be used in construing either document. Other than the
reference to the Agreement contained in the first recital of this Amendment,
each reference to the Agreement and any agreement contemplated thereby or
executed in connection therewith, whether or not accompanied by reference to
this Amendment, shall be deemed a reference to the Agreement as amended by this
Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed in multiple originals by their authorized officers, all as of the day
and year first above written.
PURCHASER:
IASIS HEALTHCARE CORPORATION, a
Delaware corporation, as successor in interest
to JLL Hospital, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------
Title: Secretary
-------------------------------
SELLER:
XXXXX HEALTHCARE CORPORATION, a
3
4
Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
-------------------------------
4
