Exhibit 10.1
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement"), effective as of August 1,
2005, is by and between CARDIOVASCULAR SPECIALTY CENTERS OF UTAH, LP, a Delaware
limited partnership (the "Subsidiary"), and BANK OF AMERICA, N.A., in its
capacity as Administrative 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 June 22, 2004, by and among IASIS
HEALTHCARE LLC, a Delaware limited liability company (the "Borrower"), the
Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer. All of the defined terms in the Credit
Agreement are incorporated herein by reference.
The Loan Parties are required by Section 7.11 of the Credit Agreement
to cause the Subsidiary to become a "Guarantor".
Accordingly, the Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:
1. The Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the 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 obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The 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 Subsidiary hereby
jointly and severally together with the other Guarantors, guarantees to each
Lender and the Administrative Agent, as provided in Article IV of the Credit
Agreement, the prompt payment and performance of the Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the Subsidiary will be deemed to be a party to
the Security Agreement and shall have all the obligations of an "Obligor" (as
such term is defined in the Security Agreement) thereunder as if it had executed
the Security Agreement. The Subsidiary hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions contained
in the Security Agreement. Without limiting the generality of the foregoing
terms of this paragraph 2, the Subsidiary hereby grants to the Administrative
Agent, for the benefit of the Lenders, a continuing security interest in, and a
right of set off against, any and all right, title and interest of the
Subsidiary in and to the Collateral (as such term is defined in Section 2 of the
Security Agreement) of the Subsidiary. The Subsidiary hereby represents and
warrants to the Agent that:
(i) The Subsidiary's chief executive office and chief place of
business are (and for the prior four months have been) located at the
locations set forth on Schedule 1 attached hereto and the Subsidiary keeps
its books and records at such locations.
(ii) The type of Collateral owned by the Subsidiary and the location
of all Collateral owned by the Subsidiary is as shown on Schedule 2
attached hereto.
(iii) The Subsidiary's legal name is as shown in this Agreement and
the Subsidiary has not in the past four months changed its name, been party
to a merger, consolidation or other change in structure or used any
tradename except as set forth in Schedule 3 attached hereto.
(iv) The patents and trademarks listed on Schedule 4 attached hereto
constitute all of the registrations and applications for the patents and
trademarks owned by the Subsidiary.
(v) The Subsidiary Equity (as such term is defined in Section 1 of the
Security Agreement) owned by the Subsidiary is listed on Schedule 5
attached hereto.
3. The address of the Subsidiary for purposes of all notices and other
communications is 000 Xxxxxxxx Xxxx, Xxxxxxxx X, Xxxxxxxx, XX 00000, Attention
of President or General Counsel of IASIS Healthcare Corporation (Facsimile No.
615-846-3006).
4. The Subsidiary hereby waives acceptance by the Administrative Agent
and the Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.
5. 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.
6. This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement
to be duly executed by its authorized officers, and the Administrative Agent,
for the benefit of the Lenders, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.
CARDIOVASCULAR SPECIALTY CENTERS OF
UTAH, LP
By: IASIS Healthcare Holdings, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Name:
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Title:
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SCHEDULE 1
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS
000 Xxxxxxxx Xxxx, Xxxxxxxx X
Xxxxxxxx, XX 00000
SCHEDULE 2
TYPES AND LOCATIONS OF COLLATERAL
None of the Collateral of the Subsidiary consists of, or is Proceeds of,
As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or
Standing Timber. All Collateral of the Subsidiary is or will be located at (1)
the Subsidiary's chief executive office and chief place of business as set forth
on Schedule 1, and/or (2) the campuses of Pioneer Valley Hospital, Salt Lake
Regional Medical Center, Xxxxx Hospital and Medical Center or Jordan Valley
Hospital.
SCHEDULE 3
TRADENAMES
Cardiovascular Specialty Centers of Utah, LP
SCHEDULE 4
PATENTS AND TRADEMARKS
None.
SCHEDULE 5
SUBSIDIARY EQUITY
None.
