Southwest General Hospital Lp Sample Contracts

Southwest General Hospital Lp – LICENSE AGREEMENT FOR (March 14th, 2000)

1 EXHIBIT 10.12 LICENSE AGREEMENT FOR --------------------- POLICY AND PROCEDURES MANUALS ----------------------------- This License Agreement for Policy and Procedure Manuals (the "Agreement") is made and entered into as of the 15th day of October, 1999 (the "Effective Date") by and between Tenet Healthcare Corporation, a Nevada corporation and its affiliates (collectively, "THC"), and Iasis Healthcare Corporation, a Delaware corporation as successor in interest to JLL Hospital, LLC, a Delaware limited liability company, for itself and on behalf of its subsidiaries identified on Schedule 1, attached hereto and incorporated herein by reference (collectively, "Purchaser"). RECITALS: -------- A. THC and Purchaser are parti

Southwest General Hospital Lp – LICENSE AGREEMENT (March 14th, 2000)

1 EXHIBIT 10.13 LICENSE AGREEMENT LICENSE AGREEMENT, dated as of October 8, 1999 (the "License Agreement"), by and between Paracelsus Healthcare Corporation, a California corporation ("Licensor"), and JLL Healthcare, LLC, a Delaware limited liability company ("Healthcare"). W I T N E S S E T H WHEREAS, Licensor is the owner of the intellectual property, including the registrations therefor, set forth on Schedule A hereto (the "Intellectual Property"); WHEREAS, the Licensor has been utilizing the Intellectual Property in connection with the Business; WHEREAS, pursuant to the Recapitalization Agreement (the "Recap italization Agreement") dated as of August 16, 1999 by and among Licensor, PHC/CHC Holdings, Inc., a California corporation, PHC / Psychiatric Healthcare Corporation, a Del

Southwest General Hospital Lp – SUPPLEMENTAL INDENTURE (January 12th, 2000)

1 EXHIBIT 4.2 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of October 25, 1999, among IASIS Healthcare Corporation, a Delaware corporation (the "Company"), the Guarantors named in the Indenture referred to below, Biltmore Surgery Center, Inc., an Arizona Corporation, a subsidiary of the Company (or its successor) (the "Guaranteeing Subsidiary") and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of October 15, 1999, providing for the issuance of an aggregate principal amount at maturity of $230,000,000 of 13% Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, the Indenture provides that

Southwest General Hospital Lp – SUBSIDIARY GUARANTEE (January 12th, 2000)

1 EXHIBIT 4.5 SUBSIDIARY GUARANTEE For value received, Biltmore Surgery Center, Inc., an Arizona corporation (the "Guarantor", which term includes any successor Person under the Indenture referred to below) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 15, 1999 (the "Indenture") among the Company, the Guarantors signatories thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Comp

Southwest General Hospital Lp – HYPOTHECATION AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.7 HYPOTHECATION AGREEMENT HYPOTHECATION AGREEMENT, dated as of October 15, 1999 (as amended, restated, modified and/or supplemented from time to time, this "Agreement"), among each of the undersigned (each, a "Pledgor" and together with any other entity which becomes a party hereto pursuant to Section 24 hereof, collectively, the "Pledgors"), in favor of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, not in its individual capacity, but solely as Collateral Agent (including any successor collateral agent, the "Pledgee") for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. W I T N E S S E T H: WHEREAS, IASIS Healthcare Corporation (the "Borrower"), various

Southwest General Hospital Lp – EMPLOYEE LEASING AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.8 EMPLOYEE LEASING AGREEMENT THIS EMPLOYEE LEASING AGREEMENT (the "Agreement") is entered into effective as of October 15, 1999, by and between Iasis Healthcare Corporation, a Delaware corporation, as successor-in-interest to JLL Hospital, LLC, a Delaware limited liability company (the "Lessee") and Tenet Healthcare Corporation, a Nevada corporation (the "Lessor"); provided, however that OrNda HealthCorp. of Phoenix, Inc., American Medical (Central), Inc. S.C. San Antonio, Inc., Mesa General Hospital Medical Center, Inc., Tenet Texas Employment, Inc., National Medical Services, Inc. and Tenet HealthSystem Medical, Inc. shall each be a party to this Agreement and a Lessor to the extent each employs individuals at any of the Facilities. WHEREAS, the Lessor has agreed to sell to the Lessee, and the Lessee has agreed to purchase from the Lessor, certain healthcare as

Southwest General Hospital Lp – SUBSIDIARY GUARANTEE (January 12th, 2000)

1 EXHIBIT 4.4 SUBSIDIARY GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 15, 1999 (the "Indenture") among IASIS Healthcare Corporation, the Guarantors signatories thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in a

Southwest General Hospital Lp – PLEDGE AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.5 PLEDGE AGREEMENT TABLE OF CONTENTS Page ---- 1. SECURITY FOR OBLIGATIONS................................... 2 2. DEFINITIONS; ANNEXES....................................... 3 3. PLEDGE OF SECURITY INTEREST, ETC. ......................... 7 3.1 Pledge................................................ 7 3.2 Procedures............................................ 10 3.3 Subsequently Acquired Collateral...................... 12 3.4 Transfer Taxes........................................ 12 3.5 Definition of Pledged Not

Southwest General Hospital Lp – SUPPLEMENTAL INDENTURE (January 12th, 2000)

1 EXHIBIT 4.3 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of November 4, 1999, among IASIS Healthcare Corporation, a Delaware corporation (the "Company"), the Guarantors named in the Indenture referred to below, IASIS Healthcare MSO Sub of Salt Lake City, LLC, a Utah limited liability company, a subsidiary of the Company (or its successor) (the "Guaranteeing Subsidiary") and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of October 15, 1999, providing for the issuance of an aggregate principal amount at maturity of $230,000,000 of 13% Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS

Southwest General Hospital Lp – 13% SERIES B SENIOR SUBORDINATED NOTES DUE 2009 (January 12th, 2000)

1 EXHIBIT 4.9 CUSIP __________ 13% SERIES B SENIOR SUBORDINATED NOTES DUE 2009 No. __ IASIS HEALTHCARE CORPORATION promises to pay to Cede & Co., or registered assigns, the principal sum of _______________________ (_________________) Dollars on October 15, 2009. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 Dated: _____________, 2000 IASIS HEALTHCARE CORPORATION By:____________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By:___________________

Southwest General Hospital Lp – FIRST AMENDMENT (January 12th, 2000)

1 EXHIBIT 10.3 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of November 16, 1999, among IASIS HEALTHCARE CORPORATION, a Delaware corporation (the "Borrower"), the lending institutions party to the Credit Agreement referred to below from time to time (each a "Lender" and , collectively, the "Lenders"), J.P. MORGAN SECURITIES INC. and THE BANK OF NOVA SCOTIA, as Co-Lead Arrangers (in such capacity, each a "Co-Lead Arranger" and, collectively, the "Co-Lead Arrangers") and Co-Book Runners, PARIBAS, as Documentation Agent (in such capacity, the "Documentation Agent"), THE BANK OF NOVA SCOTIA, as Syndication Agent (in such capacity, the "Syndication Agent") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have

Southwest General Hospital Lp – SUBSIDIARY GUARANTEE (January 12th, 2000)

1 EXHIBIT 4.6 SUBSIDIARY GUARANTEE For value received, IASIS Healthcare MSO Sub of Salt Lake City, LLC, a Utah limited liability company (the "Guarantor", which term includes any successor Person under the Indenture referred to below) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 15, 1999, as supplemented by the supplemental indenture dated as of October 25, 1999 (the "Indenture"), among the Company, the Guarantors signatories thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the ext

Southwest General Hospital Lp – PURCHASING ASSISTANCE AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.9 TENET BUYPOWER PURCHASING ASSISTANCE AGREEMENT This Purchasing Assistance Agreement (this "Agreement") is entered into by and between Iasis Healthcare Corporation, a Delaware corporation as successor in interest to JLL Hospital, LLC, a Delaware limited liability company, for itself and on behalf of its subsidiaries identified on Exhibit A, attached hereto and incorporated herein by this reference (collectively hereinafter, "Purchaser"), located at 104 Woodmont, Suite 101, Nashville, Tennessee 37205, and Tenet HealthSystem Medical, Inc., on behalf of itself and its affiliates, a Delaware Corporation ("Tenet"), located at 14001 Dallas Parkway, Dallas, Texas 75240. WITNESSETH: A. Purchaser (through its direct and indirect subsidiaries) owns and/or operates those certain facilities listed on Exhi

Southwest General Hospital Lp – SECURITY AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.4 =============================================================================== SECURITY AGREEMENT among IASIS HEALTHCARE CORPORATION, VARIOUS SUBSIDIARIES OF IASIS HEALTHCARE CORPORATION and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent Dated as of October 15, 1999 =============================================================================== 2 TABLE OF CONTENTS Page ARTICLE I SECURITY INTERESTS.................................

Southwest General Hospital Lp – 13% SENIOR SUBORDINATED NOTES DUE 2009 (January 12th, 2000)

1 EXHIBIT 4.1 ================================================================================ IASIS HEALTHCARE CORPORATION $230,000,000 13% SENIOR SUBORDINATED NOTES DUE 2009 INDENTURE ------------------------------------------------------ Dated as of October 15, 1999 ------------------------------------------------------ THE BANK OF NEW YORK Trustee -------------- ================================================================================ 2 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section

Southwest General Hospital Lp – SUBSIDIARIES GUARANTY (January 12th, 2000)

1 EXHIBIT 10.6 SUBSIDIARIES GUARANTY GUARANTY, dated as of October 15, 1999 (as amended, restated, modified and/or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each, a "Guarantor" and, together with any other entity which becomes a party hereto pursuant to Section 24, collectively, the "Guarantors"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. W I T N E S S E T H : WHEREAS, IASIS Healthcare Corporation, a Delaware corporation (the "Borrower"), various financial institutions from time to time party thereto (the "Lenders"), J.P. Morgan Securities Inc. and The Bank of Nova Scotia, as Co-Lead Arrangers and Co-Book Runners, Paribas, as Documentation Agent, The Bank of Nova Scot

Southwest General Hospital Lp – CREDIT AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.2 ================================================================================ CREDIT AGREEMENT AMONG IASIS HEALTHCARE CORPORATION, VARIOUS LENDERS, J.P. MORGAN SECURITIES INC. AND THE BANK OF NOVA SCOTIA, AS CO-LEAD ARRANGERS AND CO-BOOK RUNNERS, PARIBAS, AS DOCUMENTATION AGENT, THE BANK OF NOVA SCOTIA, AS SYNDICATION AGENT AND MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS ADMINISTRATIVE AGENT --------------------

Southwest General Hospital Lp – TRANSITION SERVICES AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.10 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of October 8, 1999, by and between PARACELSUS HEALTHCARE CORPORATION, a California corporation ("PHC"), and PHC/PSYCHIATRIC HEALTHCARE CORPORATION, a Delaware corporation ("HOLDCO"). W I T N E S S E T H: WHEREAS, pursuant to that certain Recapitalization Agreement, dated as of August 13, 1999, by and among PHC, PHC/CHC HOLDINGS, INC., a California corporation, HOLDCO, PHC-SALT LAKE CITY, INC., a Utah corporation, PARACELSUS PIONEER VALLEY HOSPITAL, INC., a Utah corporation, PIONEER VALLEY HEALTH PLAN, INC., a Utah corporation, PHC-JORDAN VALLEY, INC., a Utah corporation, PARACELSUS PHC REGIONAL MEDICAL CENTER, INC., a Utah corporation, PARACELSUS DAVIS HOSPITAL, INC., a Utah corporation, PHC UTAH, INC., a Delaware

Southwest General Hospital Lp – REGISTRATION RIGHTS AGREEMENT (January 12th, 2000)

1 EXHIBIT 4.7 ================================================================================ REGISTRATION RIGHTS AGREEMENT Dated as of October 15, 1999 by and among IASIS HEALTHCARE CORPORATION, The Guarantors Signatories Hereto and J.P. Morgan Securities Inc. ================================================================================ 2 This Registration Rights Agreement (this "Agreement") is made and entered into as of October 15, 1999, by and among IASIS Healthcare Corporation, a Delaware corporation (the "Company"), the subsidiaries of the Company listed on the signature pages hereof (the "Guarantors") and J.P. Morgan Securities Inc. (the "Initial Purchaser"), who has agreed to pur

Southwest General Hospital Lp – STOCKHOLDERS AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of October 8, 1999, is among IASIS Healthcare Corporation, a Delaware corporation (formerly known as PHC/Psychiatric Healthcare Corporation) (the "Company"), JLL Healthcare, LLC, a Delaware limited liability company ("JLL Healthcare"), Paracelsus Healthcare Corporation, a California corporation ("PHC"), Triumph Partners III, L.P., a Delaware limited partnership ("Triumph Partners"), Triumph III Investors, L.P., a Delaware limited partnership ("Triumph Investors" and, together with Triumph Partners, "Triumph"), and General Electric Capital Corporation, a New York corporation ("GECC" and, together with Triumph, the "Outside Investors"), each of the former equity holders of IASIS Healthcare Corporation, a Tennessee corporation ("IHC"), who are listed on Schedule I hereto and s

Southwest General Hospital Lp – TAX SHARING AGREEMENT (January 12th, 2000)

1 EXHIBIT 10.11 TAX SHARING AGREEMENT Tax Sharing Agreement (the "Agreement"), dated as of October 8th, 1999, by and among JLL Healthcare, LLC, a Delaware limited liability company ("Parent"), and the affiliates of JLL Healthcare, LLC listed on Schedule A attached hereto, as amended from time to time (each a "Sub" and collectively "the Subs"). WHEREAS, Parent and the corporations listed on Schedule A attached hereto (collectively and including any other includible corporations, the "Members") are includible corporations in an affiliated group of corporations of which Parent is the common parent (the "Group"), all within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, Parent and the Subs wish to allocate and settle between Parent and the Subs in an equitable manner the consolidated or combined