EXHIBIT 4.2
SUBSIDIARY GUARANTEE
For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of June 6, 2003 (the "Indenture")
among IASIS Healthcare Corporation, the Guarantors signatories thereto and The
Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment
of the principal of, premium, if any, and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal and premium, and,
to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantee. Each
Holder of a Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes the Trustee, on behalf of such Holder, to make
such action as may be necessary or appropriate to effectuate the subordination
as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of
such Holder for such purpose; provided, however, that the Indebtedness evidenced
by this Subsidiary Guarantee shall cease to be so subordinated and subject in
right of payment upon any defeasance of this Note in accordance with the
provisions of the Indenture.
[Signature page follows]
GUARANTORS:
ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.
BAPTIST JOINT VENTURE HOLDINGS, INC.
BEAUMONT HOSPITAL HOLDINGS, INC.
BILTMORE SURGERY CENTER HOLDINGS, INC.
CLINICARE OF UTAH, INC.
XXXXX HOSPITAL & MEDICAL CENTER, INC.
XXXXX SURGICAL CENTER HOLDINGS, INC.
FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
IASIS HEALTHCARE HOLDINGS, INC.
IASIS MANAGEMENT COMPANY
JORDAN VALLEY HOSPITAL HOLDINGS, INC.
METRO AMBULATORY SURGERY CENTER, INC.
PIONEER VALLEY HEALTH PLAN, INC.
PIONEER VALLEY HOSPITAL, INC.
ROCKY MOUNTAIN MEDICAL CENTER, INC.
SALT LAKE REGIONAL MEDICAL CENTER, INC.
XXXXX CITY HOLDINGS, INC.
SOUTHRIDGE PLAZA HOLDINGS, INC.
SSJ ST. PETERSBURG HOLDINGS, INC.
BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.
IASIS PHYSICIAN SERVICES, INC.
CLINICARE OF TEXAS, INC.
IASIS FINANCE, INC.
IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC.
IASIS TRANSCO, INC.
MCS/AZ, INC.
PALMS OF PASADENA HOMECARE, INC.
TAMPA BAY STAFFING SOLUTIONS, INC.
IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC
BILTMORE SURGERY CENTER, INC.
By: /S/ X. Xxxx Xxxxxxx
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Name: X. Xxxx Xxxxxxx
Title: Chief Financial Officer
GUARANTORS (CONTINUED):
MEMORIAL HOSPITAL OF TAMPA, LP
MESA GENERAL HOSPITAL, LP
ODESSA REGIONAL HOSPITAL, LP
PALMS OF PASADENA HOSPITAL, LP
SOUTHWEST GENERAL HOSPITAL, LP
ST. LUKE'S BEHAVIORAL HOSPITAL, LP
ST. LUKE'S MEDICAL CENTER, LP
TEMPE ST. LUKE'S HOSPITAL, LP
TOWN & COUNTRY HOSPITAL, XX
XXXXXX VALLEY HOSPITAL, LP
SOUTHEAST TEXAS HOSPITAL, LP
BY: IASIS HEALTHCARE HOLDINGS, INC.
By: /s/ X. Xxxx Xxxxxxx
-----------------------------------
Name: X. Xxxx Xxxxxxx
Title: Chief Financial Officer
