W I T N E S S E T HSupplemental Indenture • May 15th, 2006 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • July 24th, 2006 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Louisiana
JOINDER AGREEMENTJoinder Agreement • May 15th, 2006 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
REGISTRATION RIGHTS AGREEMENT by and among IASIS Healthcare LLC IASIS Capital Corporation and the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan...Registration Rights Agreement • May 6th, 2011 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2011, by and among IASIS Healthcare LLC, a Delaware limited liability company (the “Company”), IASIS Capital Corporation, a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the guarantors that are listed on the signature page hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 8.375% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial S
AMENDMENT No. 1, dated as of February 20, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of May 3, 2011, among IASIS HEALTHCARE LLC (the “Borrower”), IASIS HEALTHCARE CORPORATION (“Holdings”), the several banks and...Credit Agreement • February 25th, 2013 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011,2011 and amended as of February 20, 2013, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXHIBIT 99.1 IASIS HEALTHCARE CORPORATION DIRECTOR COMPENSATION AND RESTRICTED SHARE AWARD AGREEMENT THIS DIRECTOR COMPENSATION AND RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and entered into as of the 14th day of April, 2005 (the...Restricted Share Award Agreement • April 20th, 2005 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
IASIS HEALTHCARE LLC IASIS CAPITAL CORPORATION and each of the Guarantors party hereto 8.375% SENIOR NOTES DUE 2019 INDENTURE Dated as of May 3, 2011 The Bank of New York Mellon Trust Company, N.A. TrusteeSupplemental Indenture • May 6th, 2011 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
INDENTURE dated as of May 3, 2011 among IASIS Healthcare LLC, a Delaware limited liability company (“the Company”), IASIS Capital Corporation, a Delaware corporation (“IASIS Capital” and, together with the Company, the “Issuers”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
IASIS Healthcare Corporation Independent Director Compensation AgreementDirector Compensation Agreement • May 15th, 2015 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS INDEPENDENT DIRECTOR COMPENSATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of July, 2014 (“Effective Date”) between IASIS Healthcare Corporation, a Delaware corporation (“Company”), and Thomas C. Geiser (“Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2011 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 19, 2011 (the “Effective Date”), is by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”), and Frank A. Coyle (the “Executive”).
Amendment to LeaseIASIS Healthcare LLC • May 12th, 2005 • Services-general medical & surgical hospitals, nec
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • October 15th, 2010 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT, is made as of this 11th day of October 2010 between IASIS Healthcare Corporation (the “Company”) and Phillip Mazzuca (the “Participant”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2006 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), effective as of July 20, 2006, among IASIS Glenwood Regional Medical Center, L.P. (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 Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT No. 1, dated as of May 4, 2017 (this “Amendment”), to the Revolving Credit Agreement dated as of February 17, 2016, among IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), IASIS HEALTHCARE LLC, a Delaware limited liability...Revolving Credit Agreement • May 8th, 2017 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This REVOLVING CREDIT AGREEMENT (as amended by Amendment No. 1 (as defined below), this “Agreement”) is entered into as of February 17, 2016, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
REAL PROPERTY ASSET PURCHASE AGREEMENT BY AND AMONG IASIS HEALTHCARE CORPORATION, as “IASIS” AND THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, collectively as the “Sellers” AND THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, collectively as...Real Property Asset Purchase Agreement • August 14th, 2017 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS REAL PROPERTY ASSET PURCHASE AGREEMENT (“Agreement”) made and entered into as of May 18, 2017 (the “Effective Date”), by and among IASIS HEALTHCARE CORPORATION, a Delaware corporation (“IASIS”), the entities listed on Schedule 1 hereto under the heading “Sellers” (individually and collectively as the context may require, the “Sellers”) (together with IASIS, individually and collectively as the context may require, the “IASIS Parties”), and the entities listed on Schedule 1 hereto under the heading “Buyers” (individually and collectively as the context may require, the “Buyers” or the “MPT Parties”). IASIS, the Sellers, and the MPT Parties are herein sometimes collectively referred to as the “Parties.” An index of defined terms used in this Agreement is attached as Annex A hereto.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 27, 2007 among IASIS HEALTHCARE LLC, as Borrower, IASIS HEALTHCARE CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, Revolving L/C Issuer and Synthetic...Credit Agreement • May 2nd, 2007 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 27, 2007, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“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 hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT No. 4, dated as of May 4, 2017 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of May 3, 2011, as amended by that certain Amendment No. 1 dated as of February 20, 2013, as further amended by that certain Amendment...Credit Agreement • May 8th, 2017 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, amended as of February 20, 2013, further amended as of September 12, 2014 and, further amended as of February 17, 2016 and further amended as of May 4, 2017, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options) (Vesting upon Termination Without Cause Following Change in Control)Stock Option Grant Agreement • May 6th, 2014 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS STOCK OPTION GRANT AGREEMENT is made as of this , 20 between IASIS Healthcare Corporation (“Company”) and the undersigned (the “Participant”).
JOINDER AGREEMENTJoinder Agreement • December 20th, 2006 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
THIS JOINDER AGREEMENT (the “Agreement”), effective as of July 20, 2006, is by and between IASIS GLENWOOD REGIONAL MEDICAL CENTER, L.P., a Delaware limited partnership (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Amended and Restated Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of June 22, 2004, by and among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. All of the defined terms in the Credit Agreement are incorporated herein by reference.
CONTRIBUTION AGREEMENT BY AND AMONG ODESSA REGIONAL HOSPITAL, LP ALLIANCE HOSPITAL, LTD., AND SRI-SAI ENTERPRISES, INC.Contribution Agreement • May 10th, 2007 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Texas
This Contribution Agreement (the “Agreement”), made and entered into as of May 9, 2007, is by and among Odessa Regional Hospital, LP, a Delaware limited partnership (“Buyer”), Alliance Hospital, Ltd., a Texas limited partnership (“Seller”) and (solely for purposes of Section 6.15 and Section 6.16) Sri-Sai Enterprises, Inc., a Texas corporation (the “General Partner”). Capitalized terms used herein are defined as set forth in Annex A attached hereto.
AMENDMENT No. 3, dated as of February 17, 2016 (this “Amendment”), by and among IASIS HEALTHCARE LLC (the “Borrower”), IASIS HEALTHCARE CORPORATION (“Holdings”), the Lenders (as defined below) party hereto, BANK OF AMERICA, N.A., as Administrative...Credit Agreement • February 22nd, 2016 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, amended as of February 20, 2013, further amended as of September 12, 2014 and further amended as of February 17, 2016, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2016 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of April 1, 2016 (the “Amendment Date”) is by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”), and W. Carl Whitmer (the “Executive”). The Company and Executive are sometimes referred to herein individually as “party” and collectively as the “parties”.
RESTATEMENT AGREEMENT, dated as of May 3, 2011 (this “Restatement Agreement”), to the Amended and Restated Credit Agreement, dated as of April 27, 2007 (as amended and in effect immediately prior to the Closing Date, the “Existing Credit Agreement”)...Restatement Agreement • May 6th, 2011 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, among IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), IASIS HEALTHCARE CORPORATION, a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 6th, 2014 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
This GRANT AGREEMENT (this “Agreement”), dated as of , 20 (the “Grant Date”), is between IASIS Healthcare Corporation ( “IASIS” or the “Company”) and the undersigned (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Tennessee
THIS EMPLOYMENT AGREEMENT, is made and entered into as of June 11, 2007 (the “Agreement”), by and between IASIS Healthcare Management Company (the “Company”), and Kirk Olsen (the “Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 21st, 2010 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
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”).
SUBSTITUTE AGREEMENT BETWEEN THE ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION AND Health Choice Arizona FOR THE IMPLEMENTATION OF EXECUTIVE ORDER 2006-01Substitute Agreement • February 13th, 2007 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec
Whereas Governor Janet Napolitano issued Executive Order 2006-01 on January 13, 2006 regarding supplementing Medicare Drug Coverage for dual eligible persons during the Medicare Part D transition, and amended it with Executive Order 2006-02 and 2006-05 (copies attached hereto);
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2016 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of April 1, 2016 (the “Amendment Date”) is by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”), and John Doyle (the “Executive”). The Company and Executive are sometimes referred to herein individually as “party” and collectively as the “parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2013 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS EMPLOYMENT AGREEMENT is made and entered into as of April 23, 2012, (“Agreement”), by and between IASIS Management Company (“Company”), and Bryanie Swilley (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2008 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of January 31, 2008 is by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”) and Sandra K. McRee (the “Executive”). The Company and Executive are sometimes referred to herein individually as “party” and collectively as the “parties”.
AGREEMENTAgreement • December 23rd, 2010 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
This Agreement (the “Agreement”) is made as of the date indicated below by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”) and DAVID R. WHITE (“White”), and shall be effective as of October 31, 2010 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2012 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS EMPLOYMENT AGREEMENT is made and entered into as of August 9, 2011 (“Agreement”), by and between IASIS Management Company (“Company”), and Ed Lamb (“Executive”).
Agreement for Severance Benefits and Restrictive CovenantsAgreement for Severance Benefits and Restrictive Covenants • December 12th, 2008 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
This AGREEMENT FOR SEVERANCE BENEFITS AND RESTRICTIVE COVENANTS (“Agreement”) is entered into between IASIS Management Company, a Delaware corporation (“Company”), and Carolyn Rose (“Employee”), as of March 1, 2001 (the “Effective Date”). The Company and Employee are sometimes referred to herein individually as “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2016 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of April 1, 2016 (the “Amendment Date”) is by and between IASIS Healthcare Corporation, a Delaware corporation (the “Company”), and Phillip Mazzuca (the “Executive”). The Company and Executive are sometimes referred to herein individually as “party” and collectively as the “parties”.
PURCHASE AND SALE AGREEMENT by and among MOUNTAIN VISTA MEDICAL CENTER, LP IASIS GLENWOOD REGIONAL MEDICAL CENTER, LP THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP collectively, as Sellers and MPT OF MESA, LLC MPT OF PORT ARTHUR, LLC MPT OF WEST MONROE,...Purchase and Sale Agreement • December 20th, 2013 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2013 (the “Effective Date”) by and among MOUNTAIN VISTA MEDICAL CENTER, LP, a Delaware limited partnership, IASIS GLENWOOD REGIONAL MEDICAL CENTER, LP, a Delaware limited partnership, and THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP, a Delaware limited partnership (each such entity, a “Seller” and collectively, “Sellers”), and MPT OF MESA, LLC, a Delaware limited liability company, MPT OF PORT ARTHUR, LLC, a Delaware limited liability company, and MPT OF WEST MONROE, LLC, a Delaware limited liability company (each such entity, a “Purchaser” and collectively, “Purchasers”).
ContractCredit Agreement • September 17th, 2014 • IASIS Healthcare LLC • Services-general medical & surgical hospitals, nec
AMENDMENT No. 2, dated as of September 12, 2014 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended by Amendment No. 1, dated February 20, 2013), among IASIS HEALTHCARE LLC (the “Borrower”), IASIS HEALTHCARE CORPORATION (“Holdings”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
