Joinder Agreement among Southeast Texas Hospital, LP, Bank of America, N.A., and IASIS Healthcare Corporation

Contract Categories: Business Finance › Joinder Agreements
Summary

This agreement, dated August 1, 2003, adds Southeast Texas Hospital, LP as a guarantor and pledgor under an existing credit agreement, security agreement, and pledge agreement with Bank of America, N.A., acting as administrative and collateral agent for a group of lenders. By signing, Southeast Texas Hospital, LP agrees to guarantee the borrower's obligations, grant security interests in its assets, and be bound by all terms of the original agreements. The agreement is governed by New York law and supplements the schedules of the original agreements with information about the new subsidiary.

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EX-10.27 14 g86118exv10w27.txt EX-10.27 JOINDER AGREEMENT EXHIBIT 10.27 JOINDER AGREEMENT THIS JOINDER AGREEMENT (the "Agreement"), dated as of August 1, 2003, is by and between Southeast Texas Hospital, LP, a Delaware limited partnership (the "New Subsidiary"), and BANK OF AMERICA, N. A., in its capacities as Administrative Agent and Collateral Agent under that certain Amended and Restated Credit Agreement, dated as of February 7, 2003, as amended (as it may be amended, modified, restated or supplemented from time to time, the "Credit Agreement"), by and among IASIS Healthcare Corporation, a Delaware corporation (the "Borrower"), the Guarantors party thereto, the Lenders party thereto and Bank of America, N. A., as Administrative Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference. The Credit Parties are required by Section 9.11 of the Credit Agreement to cause the New Subsidiary to become a "Guarantor". Accordingly, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New 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 rights and obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New 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 New Subsidiary hereby jointly and severally, together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Section 5 of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, giving effect to any grace periods) strictly in accordance with the terms thereof. 2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an "Assignor" (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the "Assignor" contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise of the Obligations (as defined in the Security Agreement) the New Subsidiary hereby confirms and grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in Section 1.1(c) of the Security Agreement) of the New Subsidiary. The New Subsidiary hereby represents and warrants to the Administrative Agent as of the date hereof that the information set forth on each the Schedules attached to this Joinder Agreement is true and complete as of the date hereof. 3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a "Pledgor" thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions applicable to the "Pledgor" contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations (as defined in the Pledge Agreement), the New Subsidiary hereby confirms and pledges and assigns to the Collateral Agent, for the ratable benefit of the Lenders, and confirms and grants to the Collateral Agent, for the ratable benefit of the Lenders, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in Section 3.1 of the Pledge Agreement) listed on Schedules 10, 11, 12 and 13 attached hereto. 4. Unless otherwise notified to the Administrative Agent in accordance with Section 14.03 of the Credit Agreement, the address of the New Subsidiary for purposes of all notices and other communications is the address set forth on Schedule 1 hereto. 5. The New Subsidiary hereby waives acceptance by the Administrative Agent, the Collateral Agent and the Lenders of the guaranty by the New Subsidiary under Section 5 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. 6. 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. 7. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 8. The information set forth in Schedules 1 through 8 hereto shall be deemed to supplement the applicable schedules to the Security Agreement. The information set forth in Schedules 3 and 9 through 13 hereto shall be deemed to supplement the applicable schedules to the Pledge Agreement. The information set forth in Schedule 14 hereto shall be deemed to supplement Schedule 8.13 to the Credit Agreement. 2 IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officers, the Borrower has caused the same to be consented to by its authorized officer and the Administrative Agent and Collateral Agent, for the ratable benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. SOUTHEAST TEXAS HOSPITAL, LP, as the New Subsidiary By: IASIS HEALTHCARE HOLDINGS, INC., its General Partner By: -s- Frank A. Coyle ------------------- Name: Frank A. Coyle Title: Secretary Acknowledged and consented to: IASIS HEALTHCARE CORPORATION, as Borrower By: -s- Frank A. Coyle ------------------- Name: Frank A. Coyle Title: Secretary Acknowledged and accepted: BANK OF AMERICA, N. A., as Administrative Agent and Collateral Agent By: -s- Kevin Wagley ---------------- Name: Kevin Wagley Title: Principal 3 Schedule 1 TO JOINDER AGREEMENT SCHEDULE OF CHIEF EXECUTIVE OFFICES/ADDRESS(ES) OF CHIEF EXECUTIVE OFFICE SOUTHEAST TEXAS HOSPITAL, LP A. Chief Executive Offices Nederland, TX Port Arthur, TX B. Address(es) of Chief Executive Office Highway 365 & 27th Street Nederland, TX ###-###-#### 39th Street Port Arthur, TX 77642 4 Schedule 2 TO JOINDER AGREEMENT SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS SOUTHEAST TEXAS HOSPITAL, LP
Location Description -------- ----------- Highway 365 & 27th Street Inventory and Equipment Location Nederland, TX ###-###-#### 39th Street Inventory and Equipment Location Port Arthur, TX 77642 113 Seaboard Lane Inventory and Equipment Location Suite A-200 Franklin, TN 37067
See Schedule 14 for a description of real property on which new hospital is to be constructed. 5 Schedule 3 TO JOINDER AGREEMENT SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
Type of New Subsidiary's Organization (or, Organization if the New New Subsidiary's Identification Subsidiary is an Registered Location (for Number (or, if it Transmitting Exact Legal Name Individual, so Organization? Jurisdiction of purposes of NY has none, so Utility? of New Subsidiary indicate) (Yes/No) Organization UCC Section 9-307) indicate) (Yes/No) - ----------------- ----------------- ------------- --------------- ------------------ --------- -------- Southeast Texas Limited Partnership Yes Delaware Delaware 27-0060569 No Hospital, LP
6 Schedule 4 TO JOINDER AGREEMENT SCHEDULE OF TRADE AND FICTITIOUS NAMES SOUTHEAST TEXAS HOSPITAL, LP
Name Jurisdiction Where Used ---- ----------------------- The Medical Center of Southeast Texas Texas Mid-Jefferson Hospital Texas Mid-Jefferson Hospital Leasing Company Texas The HealthCenter on Nall Texas Park Place Medical Center Texas Park Place Hospital Texas Park Place MRI, Ltd. Texas Park Place Hospital Leasing Company Texas Bridge City HealthCenter Texas The HealthCenter on Waco Texas Industrial Testing Center Texas Industrial Medical Center Texas
7 Schedule 5 TO JOINDER AGREEMENT DESCRIPTION OF COMMERCIAL TORT CLAIMS
Name of New Subsidiary Description of Commercial Tort Claims - ---------------------- ------------------------------------- Southeast Texas Hospital, LP None
8 Schedule 6 TO JOINDER AGREEMENT SCHEDULE OF MARKS AND APPLICATIONS SOUTHEAST TEXAS HOSPITAL, LP
Mark Reg. No. Reg. Date Expiration Date - ---- -------- --------- --------------- None
9 Schedule 7 TO JOINDER AGREEMENT SCHEDULE OF PATENTS AND APPLICATIONS SOUTHEAST TEXAS HOSPITAL, LP
Patent Patent No. Issue Date - ------ ---------- ---------- None
10 Schedule 8 TO JOINDER AGREEMENT SCHEDULE OF COPYRIGHTS AND APPLICATIONS SOUTHEAST TEXAS HOSPITAL, LP
Copyright Title Copyright Reg. No. Publication Date - --------------- ------------------ ---------------- None
11 Schedule 9 TO JOINDER AGREEMENT LIST OF SUBSIDIARIES OF NEW SUBSIDIARY None 12 Schedule 10 TO JOINDER AGREEMENT LIST OF STOCK SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of Name of Section 3.2(a) Issuing Type of Number of Certificate Percentage of Pledge Corporation Shares Shares No. Owned Agreement ----------- ------ ------ --- ----- --------- Not applicable
13 Schedule 11 TO JOINDER AGREEMENT LIST OF NOTES SOUTHEAST TEXAS HOSPITAL, LP 1. Amended and Restated Promissory Note, by Apollo Physician of Texas, P.A. (Borrower) to Beaumont Hospital Holdings, Inc. (Lender), dated as of June 1, 2002. $189,911.73.* 2. Amended and Restated Promissory Note, by Apollo Physician of Texas, P.A. (Borrower) to Beaumont Hospital Holdings, Inc. (Lender), dated as of June 1, 2002. $189,911.73.* 3. Promissory Note, by Roland Beaudry, M.D. (Borrower) to Tenet Healthcare, Ltd., dba Park Place Medical Center (Lender) (Beaumont Hospital Holdings, Inc., acquired Park Place Medical Center), dated as of December 1, 1997. $12,000.* Intercompany Notes
Sub-clause of Section 3.2(a) of Pledge Amount Maturity Date Obligor Agreement ------ ------------- ------- --------- $63,676,702 10/01/04 Beaumont Hospital (v) Holdings, Inc.** $36,563,557 10/01/04 Beaumont Hospital (v) Holdings, Inc. ** $ 5,000,000 Earlier of August 1, 2008 Southeast Texas (v) or termination of Hospital, LP Revolving Credit and Cash Management Agreement
* Assigned to Southeast Texas Hospital, LP ** Assumed by Southeast Texas Hospital, LP. Payee is IASIS Healthcare Corporation, indorsed to IASIS Finance, Inc. 14 Schedule 12 TO JOINDER AGREEMENT LIST OF LIMITED LIABILITY COMPANY INTERESTS SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of Name of Issuing Section 3.2(a) of Corporation Type of Interest Certificate No. Percentage Owned Pledge Agreement ----------- ---------------- --------------- ---------------- ---------------- None
15 Schedule 13 TO JOINDER AGREEMENT LIST OF PARTNERSHIP INTERESTS SOUTHEAST TEXAS HOSPITAL, LP
Sub-clause of Section 3.2(a) of Pledge Name of Partnership Type of Interest Percentage Owned Agreement - ------------------- ---------------- ---------------- --------- None
16 Schedule 14 TO JOINDER AGREEMENT LIST OF REAL PROPERTY SOUTHEAST TEXAS HOSPITAL, LP See Exhibit A attached hereto. 17