Attached files
file | filename |
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10-K - FORM 10-K - IASIS Healthcare LLC | c09301e10vk.htm |
EX-21 - EXHIBIT 21 - IASIS Healthcare LLC | c09301exv21.htm |
EX-4.8 - EXHIBIT 4.8 - IASIS Healthcare LLC | c09301exv4w8.htm |
EX-31.1 - EXHIBIT 31.1 - IASIS Healthcare LLC | c09301exv31w1.htm |
EX-10.19 - EXHIBIT 10.19 - IASIS Healthcare LLC | c09301exv10w19.htm |
EX-10.50 - EXHIBIT 10.50 - IASIS Healthcare LLC | c09301exv10w50.htm |
EX-10.20 - EXHIBIT 10.20 - IASIS Healthcare LLC | c09301exv10w20.htm |
EX-10.21 - EXHIBIT 10.21 - IASIS Healthcare LLC | c09301exv10w21.htm |
EX-31.2 - EXHIBIT 31.2 - IASIS Healthcare LLC | c09301exv31w2.htm |
Exhibit 10.49
SUPPLEMENT NO. 1 dated as of October 1, 2010 to the Guaranty dated as of April 27, 2007 among
IASIS HEALTHCARE CORPORATION (Holdings), certain Subsidiaries of IASIS HEALTHCARE LLC (the
Borrower) from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent.
A. Reference is made to (i) the Credit Agreement dated as of April 27, 2007 (as amended,
supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower,
Holdings, Bank of America, N.A., as Administrative Agent, Swing Line Lender, Revolving L/C Issuer
and Synthetic L/C Issuer, and each lender from time to time party thereto (collectively, the
Lenders and individually, a Lender), (ii) each Secured Hedge Agreement (as defined in the
Credit Agreement) and (iii) the Cash Management Obligations (as defined in the Credit Agreement).
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
C. The Guarantors have entered into the Guaranty in order to induce (x) the Lenders to make
Loans and the L/C Issuers to issue Letters of Credit, (y) the Hedge Banks to enter into and/or
maintain Secured Hedge Agreements and (z) the Cash Management Banks to provide Cash Management
Services. Section 4.10 of the Guaranty provides that additional Wholly Owned Restricted
Subsidiaries of the Borrower that are not Excluded Subsidiaries may become Guarantors under the
Guaranty by execution and delivery of an instrument in the form of this Supplement. The
undersigned Restricted Subsidiary (the New Subsidiary) is executing this Supplement in accordance
with the requirements of the Credit Agreement to become a Guarantor under the Guaranty in order to
induce (x) the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of
Credit, (y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (z) the Cash
Management Banks to provide Cash Management Services and as consideration for (x) Loans previously
made and Letters of Credit previously issued, (y) Secured Hedge Agreements previously entered into
and/or maintained and (z) Cash Management Services previously provided.
Accordingly, the Administrative Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 4.10 of the Guaranty, the New Subsidiary by its
signature below becomes a Guarantor under the Guaranty with the same force and effect as if
originally named therein as a Guarantor, and the New Subsidiary hereby (a) agrees to all the terms
and provisions of the Guaranty applicable to it as a Guarantor and Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof, except for representations and
warranties made as of a specified date, which shall be true and correct as of such date. In
furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in
full of the Obligations does hereby, for the benefit of the Secured Parties, their successors and
assigns, irrevocably, absolutely and unconditionally guaranty, jointly with the other Guarantors
and severally, the due and punctual payment of the Obligations. Each reference to a Guarantor in
the Guaranty shall be deemed to include the New Subsidiary. The Guaranty is hereby incorporated
herein by reference.
SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles
of equity.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Administrative Agent shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary, and the Administrative Agent has executed a counterpart hereof. Delivery of
an executed signature page to this Supplement by facsimile transmission or other electronic
communication shall be as effective as delivery of a manually signed counterpart of this
Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 6. If any provision contained in this Supplement is held to be invalid, illegal or
unenforceable, the legality, validity, and enforceability of the remaining provisions contained
herein and in the Guaranty shall not be affected or impaired thereby. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 4.01 of the Guaranty.
SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with the execution and delivery of this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Supplement to the Guaranty as of the day and year first above written.
BRIM HOLDING COMPANY, INC., as the New Subsidiary |
||||||||
By: | /s/ John M. Doyle | |||||||
Name: | John M. Doyle | |||||||
Title: | Chief Financial Officer | |||||||
Jurisdiction of Formation: Delaware | ||||||||
Address of Chief Executive Office: | ||||||||
117 Seaboard Lane, Building E | ||||||||
Franklin, TN 37067 | ||||||||
BANK OF AMERICA, N.A., as Administrative Agent |
||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
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