EXHIBIT 10.25
FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of May 21, 2003 (the
"Execution Date") to the Credit Agreement referenced below is by and among IASIS
Healthcare Corporation, a Delaware corporation (the "Borrower"), the Guarantors,
the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent").
W I T N E S S E T H
WHEREAS, a $475 million credit facility was established in favor of the
Borrower pursuant to the terms of that certain Amended and Restated Credit
Agreement (as amended, modified and supplemented from time to time, the "Credit
Agreement") dated as of February 7, 2003 among the Borrower, the Guarantors
identified therein, the Lenders identified therein and Bank of America, N.A.,
as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.
2. Amendments. The Credit Agreement is amended in the following
respects:
2.1 Subclause (ii)(B) contained in the first proviso in Section
4.02(e) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
(B) with respect to all other Net Asset Sale Proceeds
(including Syndication Proceeds in excess of $20,000,000 in such fiscal
year), $25,000,000,
2.2 The last sentence of Section 4.02(e) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
If the Borrower is required to apply any portion of asset sale proceeds
to prepay or offer to prepay Indebtedness evidenced by the Senior
Subordinated Notes, the 2003 Senior Subordinated Notes or Permitted
Subordinated Refinancing Indebtedness (under the terms of the Senior
Subordinated Notes Indenture, 2003 Senior Subordinated Notes Indenture
or the documentation relating thereto, as the case may be), then
notwithstanding anything contained in this Agreement to the contrary
the Borrower shall apply such asset sale proceeds as a mandatory
prepayment of the principal of the outstanding Term Loans in accordance
with requirements of Section 4.02(i).
2.3 Section 7(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(c) Opinions of Counsel. On the Incremental Term Loan
Borrowing Date, the Administrative Agent shall have received from
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP,
special counsel to the Borrower and its Subsidiaries, an opinion
addressed to the Administrative Agent, the Collateral Agent and each of
the Lenders and dated as of such Incremental Term Loan Borrowing Date,
and including, without limitation, opinions that such Incremental Term
Loan will not conflict, breach or result in a default under the Senior
Subordinated Notes Indenture or the 2003 Senior Subordinated Notes
Indenture and such other matters incident to the transactions
contemplated herein as the Administrative Agent and the Required
Lenders may reasonably request in form consistent with the legal
opinions provided to the Administrative Agent, the Collateral Agent and
the Lenders on the Closing Date.
2.4 Section 7(f) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(f) Compliance with the Senior Subordinated Notes
Indenture and the 2003 Senior Subordinated Notes Indenture. On the
Incremental Term Loan Borrowing Date, the Borrower shall deliver to the
Administrative Agent a certificate (i) dated as of the Incremental Term
Loan Borrowing Date and (ii) certifying that (A) the Incremental Term
Loan Commitment Agreement and the incurrence of all Incremental Term
Loans pursuant thereto and as permitted under this Agreement are, and
when incurred or issued will be, permitted under the Senior
Subordinated Notes Indenture and the 2003 Senior Subordinated Notes
Indenture and shall constitute both "Senior Debt" and "Designated
Senior Debt" thereunder and (B) all necessary governmental and material
third party approvals required in connection the incurrence of such
Incremental Term Loans have been obtained.
2.5 The parenthetical at the end of Section 8.03(ii) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
(including, without limitation, the Senior Subordinated Notes Indenture
and the 2003 Senior Subordinated Notes Indenture)
2.6 Section 8.12 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
8.12 Tax Shelter Regulations.
The Borrower does not intend to treat the Loans and/or Letters
of Credit and related transactions as being a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4). In the
event the Borrower determines to take any action inconsistent with such
intention, it will promptly notify the Administrative Agent thereof. If
the Borrower so notifies the Administrative Agent, the Borrower
acknowledges that one or more of the Lenders may treat its Loans and/or
its interest in Swingline Loans and/or Letters of Credit as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1,
and such Lender or Lenders, as applicable, will maintain the lists and
other records required by such Treasury Regulation.
2.7 Section 8.23 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
8.23 Subordination.
The subordination provisions contained in the Senior
Subordinated Notes Documents and the 2003 Senior Subordinated Notes
Documents are enforceable against the Borrower, the
Guarantors and the holders of the Senior Subordinated Notes and the
2003 Senior Subordinated Notes, and all Obligations hereunder
(including, without limitation, the Guaranteed Obligations and the
Incremental Term Loans) and under the other Credit Documents are within
the definitions of "Senior Debt" and "Designated Senior Debt" included
in such subordination provisions. There exists no Designated Senior
Debt for purposes of, and as defined in, the Senior Subordinated Notes
Indenture or the 2003 Senior Subordinated Notes Indenture (other than
the Obligations).
2.8 The last sentence of Section 9.01(f) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
Promptly, and in any event within three Business Days after an officer
of the Borrower or any of its Subsidiaries obtains knowledge thereof,
notice of a Default or Event of Default under and as defined in 2003
Senior Subordinated Notes Documents or the Senior Subordinated Notes
Documents.
2.9 A new Section 9.0l(k) is hereby added to the Credit Agreement
and shall read as follows:
(k) Tax Shelter Regulations. Promptly after the Borrower
has notified the Administrative Agent of any intention by the Borrower
to treat the Loans and/or Letters of Credit and related transactions as
being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or
any successor form; and
2.10 The reference to "$75,000,000" in Section 9.12(a)(iv) of the
Credit Agreement is hereby amended to read "$100,000,000".
2.11 The reference to "$50,000,000" in Section 10.02(vii) of the
Credit Agreement is hereby amended to read "$75,000,000".
2.12 A new clause (xviii) is hereby added after clause (xvii) in
Section 10.04 of the Credit Agreement and shall read as follows:
(xviii) unsecured Indebtedness of the Borrower and the
Guarantors under the 2003 Senior Subordinated Notes and the other 2003
Senior Subordinated Notes Documents in an aggregate principal not to
exceed $125,000,000 at any one time outstanding.
2.13 The following paragraph is hereby added at the end of Section
10.04 of the Credit Agreement and shall read as follows:
provided, however, with respect to any Indebtedness proposed to be
refinanced pursuant to clause (iii) or incurred or refinanced pursuant
to clauses (vi), (xii), (xvi) or (xvii) hereof, such Indebtedness shall
be permitted under this Section 10.04 only if the Administrative Agent
shall have received written evidence from the Borrower satisfactory to
the Administrative Agent demonstrating that after giving effect to the
incurrence or refinancing of such Indebtedness at least $125,000,000 of
the basket in each of Section 4.09(i) of the Senior Subordinated Notes
Indenture and Section 4.09(i) of the 2003 Senior Subordinated Notes
Indenture remains available to the Borrower for the borrowing of
Revolving Loans pursuant to the terms hereof. The Borrower hereby
certifies to the Lenders that the Tranche B Term Loans were incurred
pursuant to the first paragraph of Section 4.09 of the Senior
Subordinated Notes Indenture.
2.14 Section 10.07(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(a) The Borrower will not, and will not permit any of its
Subsidiaries to, make any Capital Expenditures in any fiscal year in
excess of the amount set forth in the table below opposite such fiscal
year plus any unused amount available from the immediately preceding
fiscal year (excluding any carry forward from any prior fiscal year);
provided that, so long as (i) the Consolidated Leverage Ratio is less
than 3.0:1.0 on a Pro Forma Basis after giving effect to such Capital
Expenditure and (ii) no Default or Event of Default exists or would be
caused thereby, the Borrower and its Subsidiaries may make unlimited
Capital Expenditures.
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Maximum Capital
Fiscal Year Ending Expenditures
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September 30, 2003 $ 80,000,000
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September 30, 2004 $165,000,000
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September 30, 2005 $ 70,000,000
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September 30, 2006 $ 70,000,000
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September 30, 2007 $ 70,000,000
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September 30, 2008 $ 70,000,000
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September 30, 2009 $ 70,000,000
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2.15 Section 10.08 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
10.08 Consolidated Interest Coverage Ratio.
As of the end of each fiscal quarter, the Borrower
will not permit the Consolidated Interest Coverage Ratio for
the Test Period ended on the last day of such fiscal quarter
to be less than the ratio set forth opposite such fiscal
quarter below:
Fiscal Quarter Ended Ratio
-------------------- -----
March 31,2003 2.00:1.0
June 30, 2003 2.00:1.0
September 30, 2003 2.00:1.0
December 31,2003 2.00:1.0
March 31,2004 2.00:1.0
June 30, 2004 2.00:1.0
September 30, 2004 2.00:1.0
December 31,2004 2.00:1.0
March 31,2005 2.15:1.0
June 30, 2005 2.3:1.0
September 30, 2005 2.3:1.0
December 31,2005 2.5:1.0
March 31,2006 2.5:1.0
June 30, 2006 2.5:1.0
September 30, 2006 2.5:1.0
December 31,2006 2.75:1.0
March 31,2007 2.75:1.0
June 30, 2007 2.75:1.0
September 30, 2007 3.00:1.0
December 31,2007 3.00:1.0
Fiscal Quarter Ended Ratio
-------------------- -----
March 31,2008 3.25:1.0
June 30, 2008 3.25:1.0
September 30, 2008 and thereafter 3.50:1.0
Notwithstanding anything to the contrary contained in this
Agreement, all calculations of compliance with this Section
10.08 shall be made on a Pro Forma Basis.
2.16 Section 10.09 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
10.09 Maximum Consolidated Leverage Ratio.
As of the end of each fiscal quarter, the Borrower
will not permit the Consolidated Leverage Ratio for the Test
Period ended on the last day of such fiscal quarter to be
greater than the ratio set forth opposite such fiscal quarter
below:
Fiscal Quarter Ended Ratio
----------------------------------------- -----
March 31, 2003 5.00:1.0
June 30, 2003 5.00:1.0
September 30, 2003 5.00:1.0
December 31,2003 5.00:1.0
March 31, 2004 5.00:1.0
June 30, 2004 5.00:1.0
September 30, 2004 5.00:1.0
December 31, 2004 5.00:1.0
March 31,2005 4.75:1.0
June 30, 2005 4.50:1.0
September 30, 2005 4.00:1.0
December 31,2005 4.00:1.0
March 31,2006 4.00:1.0
June 30, 2006 4.00:1.0
September 30, 2006 and thereafter 3.50:1.0
Notwithstanding anything to the contrary contained in this
Agreement, all calculations of compliance with this Section
10.09 shall be made on a Pro Forma Basis.
2.17 Section 10.11 (ii) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(ii) amend or modify, or permit the amendment or modification of, any
provision of any Senior Subordinated Note, any 2003 Senior Subordinated
Note, Permitted Subordinated Refinancing Indebtedness or of any
agreement (including, without limitation, any purchase agreement,
indenture, loan agreement or security agreement) relating thereto or
make any payment consistent with an amendment thereof or change
thereto, if the effect of such amendment or change is to increase the
interest rate on the Senior Subordinated Notes, 2003 Senior
Subordinated Notes or the Permitted Subordinated Refinancing
Indebtedness, change (to earlier dates) any dates upon which payments
of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period
related thereto), change the redemption, prepayment or defeasance
provisions thereof, change the subordination provisions of such Senior
Subordinated Notes, 2003
Senior Subordinated Notes or Permitted Subordinated Refinancing
Indebtedness, as the case may be (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral),
or if the effect of such amendment or change, together with all other
amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the
holders of such Senior Subordinated Notes, 2003 Senior Subordinated
Notes or Permitted Subordinated Refinancing Indebtedness, as the case
may be (or a trustee or other representative on their behalf), which
would reasonably be expected to be materially adverse to any Credit
Party or Lenders,
2.18 The words "any 2003 Senior Subordinated Note," are hereby
inserted following the words "any Senior Subordinated Note," in the Section 10.1
l(iii) of the Credit Agreement.
2.19 Subclauses (x) and (y) in Section 10.1 l(iii) of the Credit
Agreement are hereby amended and restated in their entireties to read as
follows:
(x) the Borrower may exchange the Senior Subordinated Notes for
Exchange Senior Subordinated Notes issued as contemplated in the
definition of Senior Subordinated Notes and consistent with the
requirements of the definition of Exchange Senior Subordinated Notes
and the Borrower may exchange the 2003 Senior Subordinated Notes for
2003 Exchange Senior Subordinated Notes issued as contemplated in the
definition of 2003 Senior Subordinated Notes and consistent with the
requirements of the definition of 2003 Exchange Senior Subordinated
Notes, (y) provided that no Default or Event of Default has occurred
and is continuing, any Senior Subordinated Notes, any 2003 Senior
Subordinated Notes or Permitted Subordinated Refinancing Indebtedness
may be refinanced with Permitted Subordinated Refinancing Indebtedness
2.20 Section 10.12(c)(v) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(v) the Senior Subordinated Notes Documents, the 2003 Senior
Subordinated Notes Documents and the documentation for Permitted
Subordinated Refinancing Indebtedness
2.21 Section 10.16 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
10.16 Designated Senior Debt.
The Borrower will not, and will not permit any of its
Subsidiaries to (i) designate any Indebtedness (other than the
Obligations) as "Designated Senior Debt" for purposes of, and as
defined in, the Senior Subordinated Notes Indenture or the 2003 Senior
Subordinated Notes Indenture or (ii) designate any documents with
respect to any Indebtedness (other than this Agreement) as the "Credit
Agreement" as defined in the Senior Subordinated Notes Indenture or the
2003 Senior Subordinated Notes Indenture for purposes of the receipt of
notices by the Administrative Agent, and delivery of blockage notices
pursuant to the subordination provisions of the Senior Subordinated
Notes Documents or the 2003 Senior Subordinated Notes Documents.
2.22 Subclause (v) of the definition of Change of Control Event set
forth in Section 12.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
(v) a "change of control" or similar event shall occur as provided in
any Senior Subordinated Note Document, 2003 Senior Subordinated Note
Document or in any other Material Indebtedness.
2.23 Subclause (v) of the definition of Hospital Investment Program
set forth in Section 12.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(v) each Hospital Investment Program Participant (A) acknowledges in
writing in a manner reasonably satisfactory to the Administrative Agent
that (x) the relevant Subsidiary has guaranteed the Guaranteed
Obligations and the obligations of the Borrower under the Senior
Subordinated Notes and the 2003 Senior Subordinated Notes and has
granted a security interest in its assets to secure such guaranty of
the Guaranteed Obligations
2.24 The following definitions in Section 12.01 of the Credit
Agreement are hereby amended and restated in their entirety to read as follows:
"Material Indebtedness" shall mean (i) the Senior Subordinated
Notes, (ii) 2003 Senior Subordinated Notes, (iii) Permitted
Subordinated Refinancing Indebtedness and (iv) any other Indebtedness
of the Borrower or any Subsidiary the aggregate principal amount of
which exceeds $1,000,000.
"Permitted Refinancing Indebtedness" shall mean any
Indebtedness of the Borrower and its Subsidiaries issued or given in
exchange for, or the proceeds of which are used to, extend, refinance,
renew, replace, substitute or refund Existing Indebtedness,
Indebtedness incurred pursuant to Section 10.04(vi), 10.04(xii) or
10.04(xviii), or any Indebtedness issued to so extend, refinance,
renew, replace, substitute or refund any such Indebtedness, so long as
(a) such Indebtedness has a weighted average life to maturity greater
than or equal to the weighted average life to maturity of the
Indebtedness being refinanced, (b) such refinancing or renewal does not
add guarantors, obligors or security from that which applied to such
Indebtedness being refinanced or renewed, (c) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value,
if applicable) of the Indebtedness so extended, refinanced, renewed,
replaced, substituted or refunded (plus all accrued interest thereon
and the amount of all fees, commissions, discounts, costs, expenses and
premiums incurred in connection therewith), and (d) such refinancing or
renewal Indebtedness has substantially the same (or, from the
perspective of the Lenders, more favorable) subordination provisions,
if any, as applied to the Indebtedness being renewed or refinanced.
"Permitted Subordinated Refinancing Indebtedness" shall mean
Indebtedness of the Borrower issued or given in exchange for, or all
the proceeds of which are used to refinance, all of the outstanding
Senior Subordinated Notes or the 2003 Senior Subordinated Notes, so
long as (a) such Indebtedness has a weighted average life to maturity
greater than or equal to the weighted average life to maturity of the
Senior Subordinated Notes or the 2003 Senior Subordinated Notes, as
applicable, (b) such refinancing does not (i) add guarantors, obligors
or security from that which applied to the Senior Subordinated Notes or
the 2003 Senior Subordinated Notes, as applicable or (ii) provide for
the payment of interest at a rate greater than the rate applicable to
the Senior Subordinated Notes or the 2003 Senior Subordinated Notes, as
applicable, (c) the principal amount (or accreted value, if applicable)
of such Permitted Subordinated Refinancing Indebtedness does not exceed
the principal amount (or accreted value, if applicable) of the
Indebtedness so extended, refinanced, renewed, replaced, substituted or
refunded (plus all accrued interest thereon and the amount of all fees,
commissions, discounts, costs, expenses and premiums incurred in
connection therewith), (d) such Indebtedness has substantially the same
(or, from the perspective of the Lenders, more favorable) subordination
provisions, if any, as applied to the Senior Subordinated Notes or the
2003 Senior Subordinated Notes, as applicable, and (e) all other terms
of such refinancing (including, without limitation,
with respect to the amortization schedules, redemption provisions,
maturities, covenants, defaults and remedies), are not, taken as a
whole, materially less favorable to the Borrower than those previously
existing with respect to the Senior Subordinated Notes or the 2003
Senior Subordinated Notes, as applicable.
"Subordinated Debt" shall mean (i) the indebtedness evidenced
by the Senior Subordinated Notes, (ii) the indebtedness evidenced by
the 2003 Senior Subordinated Notes and (iii) any other Indebtedness
that is expressly subordinated in right and time of payment to the
loans and obligations owing under this Agreement on terms and
conditions reasonably acceptable to the Administrative Agent and the
Required Lenders.
2.25 The following definitions are hereby added to Section 12.01 of
the Credit Agreement in the appropriate alphabetical order and shall read as
follows:
"2003 Exchange Senior Subordinated Notes" shall mean 2003
Senior Subordinated Notes which are substantially identical securities
to the 2003 Senior Subordinated Notes, which 2003 Exchange Senior
Subordinated Notes shall be issued pursuant to a registered exchange
offer or private exchange offer for the 2003 Senior Subordinated Notes
and pursuant to the 2003 Senior Subordinated Notes Indenture. In no
event will the issuance of any 2003 Exchange Senior Subordinated Notes
increase the aggregate principal amount of 2003 Senior Subordinated
Notes then outstanding or otherwise result in an increase in an
interest rate applicable to the 2003 Senior Subordinated Notes.
"2003 Senior Subordinated Notes" shall mean the Borrower's
senior subordinated notes issued pursuant to the 2003 Senior
Subordinated Notes Indenture (which senior subordinated notes shall
contain material terms at least as favorable to the Borrower as the
Senior Subordinated Notes) and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and
thereof. As used herein, the term "2003 Senior Subordinated Notes"
shall include any 2003 Exchange Senior Subordinated Notes issued
pursuant to the 2003 Senior Subordinated Notes Indenture in exchange
for theretofore outstanding 2003 Senior Subordinated Notes.
"2003 Senior Subordinated Notes Documents" shall mean the 2003
Senior Subordinated Notes, the 2003 Senior Subordinated Notes Indenture
and all other documents executed and delivered in respect of the 2003
Senior Subordinated Notes and the 2003 Senior Subordinated Notes
Indenture, which 2003 Senior Subordinated Notes Documents shall contain
material terms at least as favorable to the Borrower and the Guarantors
as the Senior Subordinated Notes Documents, as the same may be amended,
modified or supplemented from time to time in accordance with the terms
hereof and thereof.
"2003 Senior Subordinated Notes Indenture" shall mean the
Indenture to be entered into by the Borrower and the Guarantors, which
Indenture shall contain material terms at least as favorable to the
Borrower and the Guarantors as the Senior Subordinated Notes Indenture,
as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.
2.26 The following sentence is hereby added at the end of Section
14.15(a) of the Credit Agreement and shall read as follows:
Notwithstanding anything herein to the contrary, the Borrower
hereby acknowledges and agrees that the Administrative Agent and each
Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax
structure" (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or such Lender relating to
such tax treatment and tax structure; provided that with respect to any
document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as
well as other information, this sentence shall only apply to such
portions of the document or similar item that relate to the tax
treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.
3. Conditions Precedent. This Amendment shall be effective on the
date (the "Effective Date") on which the following conditions precedent have
been satisfied:
(a) receipt by the Administrative Agent of this Amendment
executed by the Borrower, the Guarantors and the Required Lenders;
(b) receipt on or before the Effective Date by the
Administrative Agent, for the ratable benefit of the Lenders that
execute this Amendment (the "Approving Lenders"), of an amendment fee
equal to 10 basis points (0.10%) on the Revolving Loan Commitment and
outstanding Tranche B Term Loan of the Approving Lenders on the
Execution Date;
(c) receipt on or before the Effective Date by the
Administrative Agent of all other fees and reasonable expenses due and
payable by the Borrower in connection with this Amendment;
(d) within ninety (90) days of the Execution Date, in
connection with the Borrower's issuance of the 2003 Senior Subordinated
Notes, both Xxxxx'x Investors Service and Standard & Poor's Ratings
Group shall have confirmed in writing to the Administrative Agent that
the Borrower's senior secured (bank loan) debt rating is identical to
or more favorable than its senior secured (bank loan) debt rating on
February 7, 2003;
(e) within ninety (90) days of the Execution Date, the
Borrower shall have simultaneously issued the 2003 Senior Subordinated
Notes; and
(f) receipt and approval by the Administrative Agent of
the indenture (including without limitation the subordination
provisions) for the 2003 Senior Subordinated Notes, such approval not
to be unreasonably withheld or delayed.
4. Reaffirmation of Representations and Warranties. The Borrower
affirms that the representations and warranties in the Credit Agreement and the
other Credit Documents are true and correct in all material respects as of the
date hereof (except those which expressly relate to an earlier period or date).
5. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and
consents to all of the terms and conditions of this Amendment, (ii) affirms all
of its obligations under the Credit Documents and (iii) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge such Guarantor's obligations under the Credit Agreement or
the other Credit Documents.
6. Reaffirmation of Security Interests. The Borrower and each
Guarantor (i) affirms that each of the Liens granted in or pursuant to the
Credit Documents are valid and subsisting and (ii) agrees that this Amendment
shall in no manner impair or otherwise adversely effect any of the Liens granted
in or pursuant to the Credit Documents.
7. No Other Changes. Except as expressly modified hereby, all of
the terms and provisions of the Credit Agreement and the other Credit Documents
shall remain in full force and effect.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
9. Governing Law. This Amendment shall be deemed to be a contract
made under, and for all purposes shall be construed in accordance with, the laws
of the State of New York.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date and year
first above written.
BORROWER: IASIS HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: VP. Treasures
GUARANTORS: ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.,
a Delaware corporation
BAPTIST JOINT VENTURE HOLDINGS, INC.,
a Delaware corporation
BEAUMONT HOSPITAL HOLDINGS, INC.,
a Delaware corporation
BILTMORE SURGERY CENTER HOLDINGS, INC.,
a Delaware corporation
BILTMORE SURGERY CENTER, INC.,
an Arizona corporation
BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.,
a Delaware corporation
CLINICARE OF ARIZONA, INC.,
a Delaware corporation
CLINICARE OF TEXAS, INC.,
a Delaware corporation
CLINICARE OF UTAH, INC.,
a Delaware corporation
XXXXX HOSPITAL & MEDICAL CENTER, INC.,
a Delaware corporation
XXXXX SURGICAL CENTER HOLDINGS, INC.,
a Delaware corporation
FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.,
a Delaware corporation
IASIS FINANCE, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: VP. treasurer
[Signature Pages Follow]
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
GUARANTORS (CONTINUED): IASIS HEALTHCARE HOLDINGS, INC,
a Delaware corporation
IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC,
a Delaware corporation
IASIS MANAGEMENT COMPANY,
a Delaware corporation
IASIS TRANSCO, INC,
a Delaware corporation
JORDAN VALLEY HOSPITAL HOLDINGS, INC,
a Delaware corporation
MCS/AZ, INC,
a Delaware corporation
METRO AMBULATORY SURGERY CENTER, INC,
a Delaware corporation
PALMS OF PASADENA HOMECARE, INC,
a Delaware corporation
PIONEER VALLEY HEALTH PLAN, INC,
a Delaware corporation
PIONEER VALLEY HOSPITAL, INC,
a Delaware corporation
ROCKY MOUNTAIN MEDICAL CENTER, INC,
a Delaware corporation
SALT LAKE REGIONAL MEDICAL CENTER, INC,
a Delaware corporation
XXXXX CITY HOLDINGS, INC,
a Delaware corporation
SOUTHRIDGE PLAZA HOLDINGS, INC,
a Delaware corporation
SSJ ST. PETERSBURG HOLDINGS, INC,
a Delaware corporation
TAMPA BAY STAFFING SOLUTIONS, INC,
a Delaware corporation
By: /s/ Xxxx X. Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: VP. treasurer
[Signature Pages Follow]
GUARANTORS (CONTINUED): HEALTH CHOICE ARIZONA, INC.,
a Delaware corporation
JORDAN VALLEY HOSPITAL, LP,
a Delaware limited partnership
MEMORIAL HOSPITAL OF TAMPA, LP,
a Delaware limited partnership
MESA GENERAL HOSPITAL, LP,
a Delaware limited partnership
ODESSA REGIONAL HOSPITAL, LP,
a Delaware limited partnership
PALMS OF PASADENA HOSPITAL, LP,
a Delaware limited partnership
SOUTHWEST GENERAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S MEDICAL CENTER, LP,
a Delaware limited partnership
TEMPE ST. LUKE'S HOSPITAL, LP,
a Delaware limited partnership
TOWN & COUNTRY HOSPITAL, LP,
a Delaware limited partnership
By: IASIS HEALTHCARE HOLDINGS, INC.,
general partner
By: /s/ Xxxx X. Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: VP. treasurer
IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC,
a Utah limited liability company
By: /s/ Xxxx X. Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: VP. treasurer
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By:_____________________________
Name:
Title:
GUARANTORS (CONTINUED): HEALTH CHOICE ARIZONA, INC.,
a Delaware corporation
JORDAN VALLEY HOSPITAL, LP,
a Delaware limited partnership
MEMORIAL HOSPITAL OF TAMPA, LP,
a Delaware limited partnership
MESA GENERAL HOSPITAL, LP,
a Delaware limited partnership
ODESSA REGIONAL HOSPITAL, LP,
a Delaware limited partnership
PALMS OF PASADENA HOSPITAL, LP,
a Delaware limited partnership
SOUTHWEST GENERAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S MEDICAL CENTER, LP,
a Delaware limited partnership
TEMPE ST. LUKE'S HOSPITAL, LP,
a Delaware limited partnership
TOWN & COUNTRY HOSPITAL, LP,
a Delaware limited partnership
By: IASIS HEALTHCARE HOLDINGS, INC.,
general partner
By:____________________________________________
Name:
Title:
IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY,
LLC, a Utah limited liability company
By: IASIS HEALTHCARE CORPORATION,
manager
By:____________________________________________
Name:
Title:
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ XXXXX XXXXXX
-------------------------------------------
Name: XXXXX XXXXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
GUARANTORS (CONTINUED): HEALTH CHOICE ARIZONA, INC.,
a Delaware corporation
MEMORIAL HOSPITAL OF TAMPA, LP,
a Delaware limited partnership
MESA GENERAL HOSPITAL, LP,
a Delaware limited partnership
ODESSA REGIONAL HOSPITAL, LP,
a Delaware limited partnership
PALMS OF PASADENA HOSPITAL, LP,
a Delaware limited partnership
SOUTHWEST GENERAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
a Delaware limited partnership
ST. LUKE'S MEDICAL CENTER, LP,
a Delaware limited partnership
TEMPE ST. LUKE'S HOSPITAL, LP,
a Delaware limited partnership
TOWN & COUNTRY HOSPITAL, LP,
a Delaware limited partnership
By: IASIS HEALTHCARE HOLDINGS, INC.,
general partner
By:____________________________________________
Name:
Title:
IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY,
LLC, a Utah limited liability company
By: IASIS HEALTHCARE CORPORATION,
manager
By:____________________________________________
Name:
Title:
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By:__________________________________________
Name:
Title:
LENDERS: CITICORP NORTH AMERICA, INC.
Name:
By:/s/ XXXXX XXXXXX
----------------
Name: XXXXX XXXXXX
12
LENDERS: BANK OF AMERICA, N.A.,
as Lender
By:/s/ XXXXX XXXXXX
----------------------
Name: XXXXX XXXXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
Title:
BANK OF AMERICA, N.A.,
as a Lender
By:____________________________________________
Name:
Title:
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint By: /s/ Xxxxxxx X. Xxxxxx
-------------------- ---------------------
Name: Xxxxxxx X. Saint Name: Xxxxxxx X. Xxxxxx
Title: Associate Director Title: Associate Director
Banking Products Banking Products
Services, US Services, US
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxx Xxxxxxxx
-----------------------------
Name: Xxx Xxxxxxxx
Title: Duly Authorized Signatory
RESIDENTIAL FUNDING CORPORATION DBA
GMAC-RFC HEALTH CAPITAL
By:____________________________________________
Name:
Title:
SAWGRASS TRADING LLC
By:____________________________________________
Name:
Title:
KZH ING-2 LLC
By:____________________________________________
Name:
Title:
KZH CYPRESS TREE-1 LLC
By:____________________________________________
Name:
Title:
KZH STERLING LLC
By:____________________________________________
13
LENDERS: Residential Funding Corporation
---------------------------------
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: Senior vice President
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: MAGNETITE ASSET INVESTORS, LLC
MAGNETITE ASSET INVESTORS III, LLC
MAGNETITE IV CLO, LIMITED
MAGNETITE V CLO, LIMITED
BLACKROCK SENIOR LOAN TRUST
SENIOR LOAN FUND
By: /s/ [ILLEGIBLE]
--------------------------
Name: [ILLEGIBLE]
Title: Managing Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: BAVARIA TRR CORPORATION
as Lender
By: /s/ [ILLEGIBLE]
--------------------------
Name:
Title:
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
XXXXX XXX FLOATING RATE
LIMITED LIABILITY COMPANY
By: Columbia Management Advisors, Inc,
(f/k/a Xxxxx Xxx & Farnham Incorporated),
LENDERS: As Advisor
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Landmark II cDo Ltd
LENDERS: By: /s/ Aladdin Asset Management LLC as Manager
-------------------------------------------
By: [ILLEGIBLE]
-------------------------
Name: [ILLEGIBLE]
Title: Authorized Signatory
Title:
BANK OF AMERICA, N.A.,
as a Lender
By:_____________________________
Name:
Title:
UBS AG, STAMFORD BRANCH
By:_____________________________
Name:
Title:
JUPITER LOAN FUNDING LLC
By: /s/ XXX X. XXXXXX
----------------------------
Name: XXX X. XXXXXX
Title: ASST VICE PRESIDENT
SRF 2000, INC.
By: /s/ XXX X. XXXXXX
----------------------------
Name: XXX X. XXXXXX
Title: ASST VICE PRESIDENT
SAWGRASS TRADING LLC
By: /s/ XXX X. XXXXXX
----------------------------
Name: XXX X. XXXXXX
Title: ASST VICE PRESIDENT
ELT LTD.
By: /s/ XXX X. XXXXXX
----------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
WINGED FOOT FUNDING TRUST
By: /s/ XXX X. XXXXXX
----------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
KZH STERLING LLC
By: ____________________________
Name:
13
LENDERS: GALAXY CLO 1999-1 LTD.
By: /s/ W. Xxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH ING-2 LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH CYPRESSTREE-1 LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH STERLING LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH SOLEIL LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH SOLEIL-2 LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KZH RIVERSIDE LLC
By: /s/ XXXXXX XXXXX
--------------------------------
Name: XXXXXX XXXXX
Title: AUTHORIZED AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: COOKSMILL
By: /s/ Xxxx X.X. XXXXXXXX
--------------------------------
Name: XXXX X.X. XXXXXXXX
Title: AUTHORISED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
LENDERS: By: /s/ XXXXX XXXXXXX
-------------------------------
Name: XXXXX XXXXXXX
Title: SENIOR MANAGING DIRECTOR
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: CANDIAN IMPERIAL BANK OF COMMERCE
By: /s/ XXXX XXXXXXXXXX
--------------------------------
Name: XXXX XXXXXXXXXX
Title: AUTHORIZED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
As its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC
As subadvisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CARRERA CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Asset Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
15
Centurion CDO II, Ltd.
By: American Express Asset Management Group
Inc, as Collateral Manager
LENDERS: ______________________________________
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
CENTURION CDO VI, Ltd.
By: American Express Asset Management Group Inc.
as Collateral Manager
LENDERS:
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
Sequila - Centurion V, Ltd.
By: American Express Asset Management Group Inc.
as Collateral Manager
LENDERS:
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
First Amendment among
IASIS Helthcare Corporation
LENDERS: AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
LENDERS: CSAM FUNDING I
------------------------------
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: FIRST DOMINION FUNDING I
------------------------------
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: FIRST DOMINION FUNDING II
------------------------------
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: FIRST DOMINION FUNDING III
------------------------------
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: APEX (TRIMARAN) CDO I, LTD.
BY TRIMARAN ADVISORS, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
Carlyle High Yield Partners II, Ltd.
LENDERS:
By: /s/ XXXXX XXXX
---------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
Carlyle High Yield Partners III, Ltd.
LENDERS:
By: /s/ XXXXX XXXX
-----------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: Carlyle High Yield Partners IV, Ltd.
------------------------------------
By: /s/ XXXXX XXXX
---------------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
LENDERS: Carlyle High Yield Partners, L.P.
---------------------------------
By: /s/ XXXXX XXXX
--------------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
Title:
BANK OF AMERICA, N.A.,
as a Lender
By:_________________________________
Name:
Title:
UBS AG, STAMFORD BRANCH
By:_________________________________
Name:
Title:
JUPITER LOAN FUNDING LLC
By:_________________________________
Name:
Title:
SRF 2000, INC.
By:_________________________________
Name:
Title:
SAWGRASS TRADING LLC
By:_________________________________
Name:
Title:
ELT LTD
By: /s/ XXX X. XXXXXX
--------------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
WINGED FOOT FUNDING TRUST
By:_________________________________
Name:
Title:
KZH STERLING LLC
By:_________________________________
Name:
Title:
00
XXXX XXXX MASTER TRUST II
By: Fleet National Bank as Trust Administrator,
With respect to Series Eclipse
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
FRANKLIN CLO IV, LIMITED
LENDERS: ------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
Franklin CLO III, Limited
LENDERS: ------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
Franklin CLO II, Limited
LENDERS: ------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
LENDERS: FRANKLIN FLOATING RATE DAILY ACCESS FUND
----------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
LENDERS: Franklin Floating Rate Master Series
------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
LENDERS: Franklin Floating Rate Trust
------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
IASIS HEALTHCARE CORPORATION FIRST AMENDMENT
LENDERS:
ARCHIMEDES FUNDING IV, Ltd.
BY: ING Capital Advisors, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
SVP & Portfolio Manager
ENDURANCE CLO I, LTD
c/o ING Capital Advisors, LLC
As Portfolio Manager
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
SVP & Portfolio Manager
ORYX CLO, Ltd., as a Lender
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
SVP & Portfolio Manager
BALANCED HIGH-YIELD FUND II LTD., as Lender
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
SVP & Portfolio Manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management Inc.
LENDERS: As Attorney in fact
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Financial Manager
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Financial Manager
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Portfolio Advisor
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: XxxxxX X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Portfolio Advisor
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
LTD.
LENDERS: By: INVESCO Senior Secured Management, Inc. As Subadvisor
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Investment Advisor
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
LENDERS: as Investment Adviseor
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
LENDERS: As Collateral Manager
By:/s/ Xxxxxx X.X. Xxxxx
---------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
LENDERS:
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
LENDERS:
By: /s/ Xxxxxx X. X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
LENDERS:
By: /s/ Xxxxxx X. X. Xxxxx
---------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KATONAH I, LTD.
----------------------------------
By: /s/ XXXXX XXXXX XXXXX
-------------------------------
Name: XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KATONAH II, LTD.
-----------------------------------
By: /s/ XXXXX XXXXX XXXXX
-------------------------------
Name: XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KATONAH III, LTD.
----------------------------------
By: /s/ XXXXX XXXXX XXXXX
-------------------------------
Name: XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: KATONAH IV, LTD.
----------------------------------
By: /s/ XXXXX XXXXX XXXXX
-------------------------------
Name: XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
IASIS HEALTHCARE CORPORATION
LENDERS: Clydesdale CLO 2001-1, Ltd.
----------------------------------
By: /s/ Xxxxxxxxx XxxXxxx
-------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
COLLATERAL MANAGER
IASIS HEALTHCARE CORPORATION
LENDERS: Clydesdale CLO 2003 Ltd.
----------------------------------
By: /s/ Xxxxxxxxx XxxXxxx
-------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
AGENT
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: Nomura Bond & Loan Fund
----------------------------------
By: /s/ Xxxxxxxxx XxxXxxx
-------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
By: UFJ Trust Company of New York
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
Attorney In Fact
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management I, LLC
As Investment Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Person
OAK HILL CREDIT PARTNERS II, LIMITED
By: Oak Hill CLO Management II, LLC
As Investment Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Person
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P
its General Partner
By: Oak Hill Securities MGP,Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
Name:
Title:
KZH SOLEIL LLC
By:__________________________________
Name:
Title:
KZH SOLEIL-2 LLC
By:__________________________________
Name:
Title:
KZH RIVERSIDE LLC
By:__________________________________
Name:
Title:
XXXXXXXXXXX SENIOR FLOATING RATE FUND
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
HarbourView CLO IV, Ltd.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
HarbourView CLO V, Ltd.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: ORIX Finance Corp. I
By: /s/ Xxxxxxxx X.X. Xxxxx, Xx.
----------------------------------
Name: Xxxxxxxx X.X. Xxxxx, Xx.
Title: Authorized Representative
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: Seaboard CLO 2000 Ltd.
By: ORIX Capital Markets, LLC
Its Collateral Manager
By: /s/ Xxxxxxxx X.X. Xxxxx, Xx.
----------------------------------
Name: Xxxxxxxx X.X. Xxxxx, Xx.
Title: Managing Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
ING PRIME RATE TRUST
By: ING Investments, LLC
LENDERS: as its investment manager
By: /s/ XXXXXX XXXXXX, CFA
----------------------------------
Name: XXXXXX XXXXXX, CFA
Title: VICE PRESIDENT
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its investment manager
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
BLACK DIAMOND CLO 2000-1 LTD.
LENDERS: _____________________________________
By: /s/ XXXX XXXXXXX
----------------------------------
Name: XXXX XXXXXXX
Title: Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
BLACK DIAMOND CLO 1996-1 LTD.
LENDERS: _____________________________________
By: /s/ XXXX XXXXXXX
----------------------------------
Name: XXXX XXXXXXX
Tltle: Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
LENDERS: _____________________________________
By: /s/ XXXX XXXXXXX
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Name: XXXX XXXXXXX
Title: Director
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
LENDERS: SUNAMERICA LIFE INSURANCE CO.
By: /s/ W. XXXXXXX XXXXXX
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Name: W. XXXXXXX XXXXXX
Title: Authorized Agent
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
FIDELITY ADVISOR SERIES II: FIDELITY
ADVISOR FLOATING RATE HIGH INCOME FUND
LENDERS: _____________________________________
By: /s/ XXXX X. XXXXXXXX
-----------------------------------
Name: XXXX X. XXXXXXXX
Title: ASSISTANT TREASURER
IASIS HEALTHCARE CORPORATION
FIRST AMENDMENT
