Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - IASIS Healthcare LLC | c09301e10vk.htm |
| EX-21 - EXHIBIT 21 - IASIS Healthcare LLC | c09301exv21.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-10.49 - EXHIBIT 10.49 - IASIS Healthcare LLC | c09301exv10w49.htm |
| EX-10.21 - EXHIBIT 10.21 - IASIS Healthcare LLC | c09301exv10w21.htm |
| EX-31.2 - EXHIBIT 31.2 - IASIS Healthcare LLC | c09301exv31w2.htm |
Exhibit 4.8
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Supplemental Indenture”), effective as of October 1,
2010, among Brim Holding Company, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of IASIS
Healthcare LLC (or its permitted successor), (the “Company”), the Company, IASIS Capital
Corporation (or its permitted successor), (“IASIS Capital,” and together with the Company, the
“Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of
New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the
“Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of June 22, 2004 providing for the issuance of 83/4% Senior Subordinated Notes
due 2014 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary
Guarantee and in this Indenture including but not limited to Article 11 thereof.
3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes,
any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.
5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
6. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuers.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed,
all as of the date first above written.
| BRIM HOLDING COMPANY, INC. |
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| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| IASIS HEALTHCARE LLC |
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| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| IASIS CAPITAL CORPORATION |
||||
| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| Arizona Diagnostic & Surgical Center, Inc. BAPTIST JOINT VENTURE HOLDINGS, INC. BEAUMONT HOSPITAL HOLDINGS, INC. BILTMORE SURGERY CENTER, INC. BILTMORE SURGERY CENTER HOLDINGS, INC. DAVIS HOSPITAL HOLDINGS, INC. DAVIS SURGICAL CENTER HOLDINGS, INC. DECISIONPOINT SERVICES, INC. FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC. IASIS FINANCE, INC. IASIS HEALTHCARE HOLDINGS, INC. IASIS MANAGEMENT COMPANY IASIS PORT ARTHUR ASC, INC. IASIS PHYSICIAN SERVICES, INC. IASIS TRANSCO, INC. JORDAN VALLEY HOSPITAL HOLDINGS, INC. MCS/AZ, INC. NORTH VISTA HOSPITAL, INC. PALMS OF PASADENA HOMECARE, INC. PHYSICIAN GROUP OF FLORIDA, INC. PHYSICIAN GROUP OF UTAH, INC. |
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| UTAH TRANSCRIPTION SERVICES, INC. ROCKY MOUNTAIN MEDICAL CENTER, INC. SALT LAKE REGIONAL PHYSICIANS, INC. IASIS HOSPITAL NURSE STAFFING COMPANY SOUTHRIDGE PLAZA HOLDINGS, INC. SSJ ST. PETERSBURG HOLDINGS, INC. TAMPA BAY STAFFING SOLUTIONS, INC. |
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| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| SEABOARD DEVELOPMENT LLC |
||||
| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| IASIS FINANCE TEXAS HOLDINGS, LLC |
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| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| ST. LUKE’S BEHAVIORAL HOSPITAL, LP MEMORIAL HOSPITAL OF TAMPA, LP MESA GENERAL HOSPITAL, LP PALMS OF PASADENA HOSPITAL, LP SOUTHWEST GENERAL HOSPITAL, LP ST. LUKE’S MEDICAL CENTER, LP TOWN & COUNTRY HOSPITAL, LP MOUNTAIN VISTA MEDICAL CENTER, LP CARDIOVASCULAR SPECIALTY CENTERS OF UTAH, LP IASIS GLENWOOD REGIONAL MEDICAL CENTER, L.P. THE HEART CENTER OF CENTRAL PHOENIX, L.P. SALT LAKE REGIONAL MEDICAL CENTER, L.P. |
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| By: | IASIS HEALTHCARE HOLDINGS, INC., | |||
| as General Partner | ||||
| By: | /s/ John M. Doyle | |||
| Name: | John M. Doyle | |||
| Title: | Chief Financial Officer | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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| By: | /s/ Kristine Prall | |||
| Authorized Signature | ||||