FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.5
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of August 12, 2011, among
Aurora Georgia, LLC, a Georgia limited liability company (the “Additional Subsidiary Guarantor”),
Aurora Diagnostics Holdings, LLC, a Delaware limited liability
company (the “Company”), Aurora
Diagnostics Financing, Inc., a Delaware corporation (the “Co-Issuer” and, together with the
Company, the “Issuers”), and U.S. Bank National Association (the “Trustee”).
WITNESSETH:
WHEREAS, the Issuers and the Subsidiary Guarantors have heretofore executed and delivered to the
Trustee an Indenture (the “Indenture”), dated as of December 20, 2010, providing for the issuance
of an unlimited aggregate principal amount of 10.750% Senior Notes
due 2018 (the “Securities”);
WHEREAS, the Additional Subsidiary Guarantor is a direct or indirect subsidiary of the Company;
WHEREAS, Section 4.13 of the Indenture provides that under certain circumstances the Issuers shall
cause the Additional Subsidiary Guarantor to execute and deliver to the Trustee a guaranty
agreement pursuant to which the Additional Subsidiary Guarantor shall Guarantee payment of the
Securities on the same terms and conditions as those set forth in Article 10 of the Indenture; and
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee and the Issuers are authorized
to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuers, the Additional
Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
(2) Agreement to be Bound. The Additional Subsidiary Guarantor hereby becomes a party to the
Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all
of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
(3) Guarantee. The Additional Subsidiary Guarantor agrees, on a joint and several basis with all
the existing Subsidiary Guarantors, to Guarantee to each Holder of the Securities and the Trustee
the Guaranteed Obligations pursuant to Article 10 of the Indenture.
(4) No Recourse Against Others. No director, officer, employee, manager, member or stockholder of
the Additional Subsidiary Guarantor shall have any liability for any obligations of the Issuers or
the Guarantors (including the Additional Subsidiary Guarantor)
under the Securities, any Guarantee Agreement, 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
by accepting Securities waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Securities and the Guarantees.
(5) Governing Law, THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND TIlE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
(6) Counteparts. 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.
(7) Effect
of Headings. The Section headings herein are for convenience only and shall not affect
the construction hereof.
(8) 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 Additional Subsidiary Guarantor.
(9) Benefits Acknowledged. The Additional Subsidiary Guarantor’s Guarantee is subject to the terms
and conditions set forth in the Indenture. The Additional Subsidiary Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Guarantee are knowingly made in contemplation of such benefits.
(10) Successors. All agreements of the Additional Subsidiary Guarantor in this Supplemental
Indenture shall bind its successors, except as otherwise provided in
the Indenture. All agreements
of the Trustee in this Supplemental Indenture shall bind its successors.
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IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed
as of the date first written above.
| The Issuers: AURORA DIAGNOSTICS HOLDINGS, LLC |
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| By: | /s/ Xxxxxx X. Stefaneilli | |||
| Xxxxxx X. Stefaneilli | ||||
| Chief Operating Officer | ||||
| AURORA DIAGNOSTICS FINANCING, INC. |
||||
| By: | /s/ Xxxxxx X. Stefaneilli | |||
| Xxxxxx X. Stefaneilli | ||||
| Chief Operating Officer | ||||
| The Additional Subsidiaiy Guarantor: AURORA GEORGIA, LLC |
||||
| By: | /s/ Xxxxxx X. Stefaneilli | |||
| Xxxxxx X. Stefaneilli | ||||
| Chief Operating Orncer | ||||
[Signature page of Fourth Supplemental Indenture]
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By | /s/ Xxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxxx | |||
| Title: | Vice President | |||
[Signature page of Fourth Supplemental Indenture]
