JOINDER AGREEMENT
Exhibit 10.49
THIS JOINDER AGREEMENT (the “Agreement”), effective as of July 27, 2006, is by and between THE
HEART CENTER OF CENTRAL PHOENIX, L.P., 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.
THE HEART CENTER OF CENTRAL PHOENIX, L.P.
By: IASIS Healthcare Holdings, Inc.,
its general partner
its general partner
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Secretary | |||
| Acknowledged and accepted: BANK OF AMERICA, N.A., as Administrative Agent |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
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Schedule 1
Chief Executive Office and Chief Place of Business
Chief Executive Office and Chief Place of Business
000 Xxxxxxxx Xxxx, Xxxxxxxx X
Xxxxxxxx, XX 00000
Xxxxxxxx, XX 00000
Schedule 2
Types and Locations of Collateral
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 campus of St. Luke’s Regional Medical
Center.
Schedule 3
Tradenames
Tradenames
The Heart Center of Central Phoenix, L.P.
Schedule 4
Patents and Trademarks
Patents and Trademarks
None.
Schedule 5
Subsidiary Equity
Subsidiary Equity
None.
