Attached files
Exhibit 4.18
SUPPLEMENTAL INDENTURE
(Merger #1)
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of December 1, 2016, among NEW AMETHYST CORP., a Delaware corporation (the Successor Issuer), the subsidiaries listed on the signature pages hereto (each a Subsidiary Guarantor), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, AmSurg Corp. (the Predecessor Issuer), the Subsidiary Guarantors and the Trustee have heretofore entered into that certain Indenture dated as of July 16, 2014, as heretofore amended and supplemented prior to the date hereof (the Original Indenture), governing the Predecessor Companys 5.625% Senior Notes due 2022 (the Notes); and
WHEREAS, on the date of this Supplemental Indenture, the Predecessor Issuer has merged with and into the Successor Issuer, with the Successor Issuer as the surviving entity (the Merger); and
WHEREAS, pursuant to Section 5.01(a) of the Original Indenture, the Successor Issuer desires to enter into this Supplemental Indenture expressly assuming all of the Predecessor Issuers obligations under the Notes, the Original Indenture and the Registration Rights Agreement; and
WHEREAS, pursuant to Section 5.01(a)(iv) of the Original Indenture, each Subsidiary Guarantor desires to confirm in writing that its Subsidiary Guarantee shall apply to the Successor Issuers obligations under the Notes, the Indenture and the Registration Rights Agreement; and
WHEREAS, this Supplemental Indenture is permitted under Section 8.01(a)(ii) of the Original Indenture, without the consent of the holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Issuer, the Subsidiary Guarantors and the Trustee 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 Original Indenture.
2. ASSUMPTION OF NOTES AND ORIGINAL INDENTURE. From and after the effective time of the Merger, the Successor Issuer hereby expressly assumes all of the Predecessor Issuers obligations under the Notes, the Original Indenture and the Registration Rights Agreement. (The Original Indenture, as amended and supplemented by this Supplemental Indenture, is hereinafter referred to as the Indenture.)
3. CONFIRMATION OF NOTE GUARANTEES. Each Subsidiary Guarantor, by its execution of this Supplemental Indenture, hereby confirms that its Note Guarantee shall apply to the obligations of the Successor Issuer in accordance with the Notes, the Indenture and the Registration Rights Agreement.
4. NO OTHER CHANGES. Except as amended and supplemented by this Supplemental Indenture, the Original Indenture shall continue in full force and effect.
5. 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.
6. 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.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. 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 Successor Issuer and the Subsidiary Guarantors.
(signature pages follow)
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
ISSUER COMPANY: | ||||
NEW AMETHYST CORP. | ||||
By: | /s/ Claire M. Gulmi | |||
Name: | Claire M. Gulmi | |||
Title: | Vice President, Secretary and Director | |||
SUBSIDIARY GUARANTORS: | ||||
AMSURG HOLDINGS, INC. | ||||
AMSURG ANESTHESIA MANAGEMENT SERVICES, LLC | ||||
AMSURG EC TOPEKA, INC. | ||||
AMSURG EC ST. THOMAS, INC. | ||||
AMSURG EC BEAUMONT, INC. | ||||
AMSURG KEC, INC. | ||||
AMSURG EC SANTA FE, INC. | ||||
AMSURG EC WASHINGTON, INC. | ||||
AMSURG TORRANCE, INC. | ||||
AMSURG ABILENE, INC. | ||||
AMSURG SUNCOAST, INC. | ||||
AMSURG LA JOLLA, INC. | ||||
AMSURG HILLMONT, INC. | ||||
AMSURG PALMETTO, INC. | ||||
AMSURG NORTHWEST FLORIDA, INC. | ||||
AMSURG OCALA, INC. | ||||
AMSURG MARYVILLE, INC. | ||||
AMSURG BURBANK, INC. | ||||
AMSURG MELBOURNE, INC. | ||||
AMSURG EL PASO, INC. | ||||
AMSURG CRYSTAL RIVER, INC. | ||||
AMSURG ABILENE EYE, INC. | ||||
AMSURG INGLEWOOD, INC. | ||||
AMSURG SAN ANTONIO TX, INC. | ||||
AMSURG SAN LUIS OBISPO CA, INC. | ||||
AMSURG TEMECULA CA, INC. | ||||
AMSURG ESCONDIDO CA, INC. | ||||
AMSURG SCRANTON PA, INC. | ||||
AMSURG ARCADIA CA, INC. | ||||
AMSURG MAIN LINE PA, LLC | ||||
AMSURG OAKLAND CA, INC. |
Signatures - Continued
AMSURG LANCASTER PA, LLC | ||
AMSURG POTTSVILLE PA, LLC | ||
AMSURG GLENDORA CA, INC. | ||
AMSURG KISSIMMEE FL, INC. | ||
AMSURG ALTAMONTE SPRINGS FL, INC. | ||
NSC RBO EAST, LLC | ||
LONG BEACH NSC, LLC | ||
TORRANCE NSC, LLC | ||
DAVIS NSC, LLC | ||
FULLERTON NSC, LLC | ||
SAN ANTONIO NSC, LLC | ||
AUSTIN NSC, LLC | ||
TWIN FALLS NSC, LLC | ||
KENWOOD NSC, LLC | ||
TOWSON NSC, LLC | ||
NSC WEST PALM, LLC | ||
TAMPA BAY NSC, LLC | ||
CORAL SPRINGS NSC, LLC | ||
WESTON NSC, LLC | ||
AMSURG COLTON CA, INC. | ||
AMSURG FRESNO ENDOSCOPY, INC. | ||
AMSURG TEMECULA II INC. | ||
AMSURG FINANCE, INC. | ||
SHI II, LLC | ||
ASDH I, LLC | ||
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Vice President, Secretary and Treasurer | |
AUSTIN NSC, LP | ||
By: | Austin NSC, LLC, its general partner | |
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Vice President, Secretary and Treasurer |
Signatures - Continued
WILTON NSC, LLC | ||
By: AmSurg Holdings, Inc. as the managing member | ||
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Vice President, Secretary and Treasurer |
Signatures - Continued
ANESTHESIA AND PAIN MANAGEMENT SERVICES OF CALIFORNIA, INC. | ||
ANESTHESIOLOGY OF JUPITER, P.A. | ||
MEDICAL ANESTHESIA CONSULTANTS MEDICAL GROUP, INC. | ||
NEW JERSEY HEALTHCARE SPECIALISTS, P.C. | ||
NORTH TEXAS PERINATAL ASSOCIATES, P.A. | ||
SHERIDAN ACQUISITION ASSOCIATES II, P.A. | ||
SHERIDAN ACQUISITION ASSOCIATES, P.A. | ||
SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C. | ||
SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C. | ||
SHERIDAN CRITICAL CARE SERVICES, P.A. | ||
SHERIDAN HEALTHCARE OF ARKANSAS, P.A. | ||
SHERIDAN HEALTHCARE OF CONNECTICUT, P.C. | ||
SHERIDAN HEALTHCARE OF MASSACHUSETTS, P.C. | ||
SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A. | ||
SHERIDAN HEALTHCARE OF TEXAS, P.A. | ||
TRI-COUNTY PAIN MANAGEMENT, P.A. | ||
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF INDIANA, P.C. | ||
SHERIDAN ANESTHESIA SERVICES OF PENNSYLVANIA, P.C. | ||
By | /s/ Gilbert Drozdow | |
Name: | Gilbert Drozdow | |
Title: | President |
Signatures - Continued
ALL WOMENS HEALTHCARE HOLDINGS, INC. | ||
ALL WOMENS HEALTHCARE, INC. | ||
ALL WOMENS HEALTHCARE OF DADE, INC. | ||
ALL WOMENS HEALTHCARE OF SAWGRASS, INC. | ||
ALL WOMENS HEALTHCARE OF WEST BROWARD, INC. | ||
ALL WOMENS HEALTHCARE SERVICES, INC. | ||
COMPREHENSIVE TELERADIOLOGY SOLUTIONS, INC. | ||
DISCOVERY CLINICAL RESEARCH, INC. | ||
FLORIDA UNITED RADIOLOGY, L.C. | ||
GLOBAL SURGICAL PARTNERS, INC. | ||
ICS RADIOLOGY, INC. | ||
JUPITER IMAGING ASSOCIATES, INC. | ||
RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC. | ||
SHERIDAN RADIOLOGY SERVICES, INC. | ||
SHERIDAN RADIOLOGY MANAGEMENT SERVICES, INC. | ||
SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC. | ||
SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC. | ||
SHERIDAN RADIOLOGY SERVICES OF PINELLAS, INC. | ||
SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC. | ||
FM HEALTHCARE SERVICES, INC. | ||
FMO HEALTHCARE HOLDINGS, INC. | ||
FO INVESTMENTS, INC. | ||
FO INVESTMENTS II, INC. | ||
FO INVESTMENTS III, INC. | ||
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Vice President and Treasurer |
Signatures - Continued
ANESTHESIOLOGISTS OF GREATER ORLANDO, INC. |
ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC. |
BETHESDA ANESTHESIA ASSOCIATES, INC. |
BOCA ANESTHESIA SERVICE, INC. |
COMPREHENSIVE PAIN MEDICINE, INC. |
DRS. ELLIS, ROJAS, ROSS & DEBS, INC. |
FLAMINGO ANESTHESIA ASSOCIATES, INC. |
GREATER FLORIDA ANESTHESIOLOGISTS, LLC |
GYNECOLOGIC ONCOLOGY ASSOCIATES, INC. |
INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC. |
JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC. |
JUPITER ANESTHESIA ASSOCIATES, L.L.C. |
JUPITER HEALTHCARE, LLC |
NEW GENERATIONS BABEE BAG, INC. |
NORTH FLORIDA PERINATAL ASSOCIATES, INC. |
PARITY HEALTHCARE, INC. |
SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC. |
SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC. |
SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA, INC. |
SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF ARIZONA, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF LOUISIANA, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF NEW MEXICO, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF VIRGINIA, INC. |
SHERIDAN CLINICAL RESEARCH, INC. |
SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC. |
Signatures - Continued
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC. |
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC. |
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH DADE, INC. |
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC. |
SHERIDAN HEALTHCARE, INC. |
SHERIDAN HEALTHCARE OF LOUISIANA, INC. |
SHERIDAN HEALTHCARE OF MISSOURI, INC. |
SHERIDAN HEALTHCARE OF VERMONT, INC. |
SHERIDAN HEALTHCARE OF VIRGINIA, INC. |
SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC. |
SHERIDAN HEALTHCORP, INC. |
SHERIDAN HEALTHCORP OF CALIFORNIA, INC. |
SHERIDAN HEALTHY HEARING SERVICES, INC. |
SHERIDAN HOLDINGS, INC. |
SHERIDAN INVESTCO, LLC |
SOUTHEAST PERINATAL ASSOCIATES, INC. SUNBEAM ASSET, LLC |
SUNBEAM INTERMEDIATE HOLDINGS, INC. |
SUNBEAM PRIMARY HOLDINGS, INC. |
TENNESSEE VALLEY NEONATOLOGY, INC. |
TIVA HEALTHCARE, INC. |
BAY AREA ANESTHESIA, L.L.C. |
COASTAL ANESTHESIA STAFFING, LLC |
COASTAL ANESTHESIOLOGY CONSULTANTS, LLC |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF OHIO, INC. |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF KENTUCKY, INC. |
SHERIDAN ROP SERVICES OF VIRGINIA, INC. |
Signatures - Continued
SHERIDAN CHILDRENS SERVICES OF ALABAMA, INC. | ||
MEDICAL INFORMATION MANAGEMENT SOLUTIONS, LLC | ||
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Chief Executive Officer |
Signatures - Continued
CHANDLER EMERGENCY MEDICAL GROUP, L.L.C. D/B/A PREMIER EMERGENCY MEDICAL SPECIALISTS | ||
By: | /s/ Claire M. Gulmi | |
Name: | Claire M. Gulmi | |
Title: | Manager | |
PARTNERS IN MEDICAL BILLING, INC. | ||
By: | /s/ Jillian Marcus | |
Name: | Jillian Marcus | |
Title: | President | |
SHERIDAN ANESTHESIA SERVICES OF GEORGIA, P.C. | ||
MEDICAL EMERGENCY CONSULTANTS OF CALIFORNIA, INC. | ||
F&S APEX, INC. | ||
F&S RADIOLOGY P.C. | ||
FRANKLIN & SEIDELMANN, INC. | ||
FSH RADIOLOGY, INC. | ||
SHERIDAN ROP SERVICES OF FLORIDA, INC. | ||
SENTINEL HEALTHCARE SERVICES, LLC | ||
By: | /s/ Jillian Marcus | |
Name: | Jillian Marcus | |
Title: | Vice President |
Signatures - Continued
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC | ||
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH CAROLINA, P.A. | ||
SHERIDAN EMERGENCY PHYSICIAN SERVICES OF KANSAS, P.A. | ||
By: | /s/ Paul Anthony Andrulonis | |
Name: | Paul Anthony Andrulonis | |
Title: | President | |
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF COLORADO, P.C. | ||
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF SOUTH CAROLINA, P.A. | ||
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF NORTH CAROLINA, P.A. | ||
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF NEW JERSEY, P.C. | ||
SHERIDAN CHILDRENS HEALTHCARE SERVICES OF TENNESSEE, P.C. | ||
By: | /s/ M. Richard Auerbach | |
Name: | M. Richard Auerbach | |
Title: | President | |
PHYSICIAN OFFICE PARTNERS, INC. | ||
By: | /s/ Robert Davey | |
Name: | Robert Davey | |
Title: | President | |
CORAL ANESTHESIA ASSOCIATES, INC. | ||
PAIN PHYSICIANS OF CENTRAL FLORIDA, P.A. | ||
By: | /s/ Andrew Greenfield | |
Name: | Andrew Greenfield | |
Title: | President |
Signatures - Continued
ORANGE ANESTHESIA ASSOCIATES, INC. | ||
By: | /s/ Andrew Guttman | |
Name: | Andrew Guttman | |
Title: | President |
Signatures - Continued
SHERIDAN ACQUISITION ASSOCIATES OF GEORGIA, P.C. | ||
NORTHSIDE ANESTHESIOLOGY CONSULTANTS, L.L.C. | ||
By: | /s/ Carey Weiss | |
Name: | Carey Weiss | |
Title: | President |
Signatures - Continued
NAC PROPERTIES, LLC | ||
VALLEY ANESTHESIOLOGY CONSULTANTS, INC. | ||
By: | /s/ Robert Coward | |
Name: | Robert Coward | |
Title: | President |
Signatures - Continued
TRUSTEE: | ||
U.S. BANK NATIONAL ASSOCIATION, | ||
as Trustee | ||
By: | /s/ Wally Jones | |
Name: | Wally Jones | |
Title: | Vice President |