SYMBION, INC. and each of the Guarantors party hereto 8.00% SENIOR SECURED NOTES DUE 2016 INDENTURE Dated as of June 14, 2011 U.S. Bank National Association, as Trustee and Collateral AgentIndenture • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of June 14, 2011 by and among SYMBION, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as notes collateral agent (the “Collateral Agent”).
Registration Rights Agreement Dated As of June 14, 2011 among SYMBION, INC., THE GUARANTORS LISTED ON SCHEDULE A HERETO and MORGAN STANLEY & CO. LLC, BARCLAYS CAPITAL INC. and JEFFERIES & COMPANY, INC.Registration Rights Agreement • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of June 7, 2011, by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $350,000,000 principal amount of the Company’s 8.00% Senior Secured Notes due 2016 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof between the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Iss
INTERCREDITOR AGREEMENT dated as of June 14, 2011, among SYMBION HOLDINGS CORPORATION, SYMBION, INC., the other GRANTORS party hereto, MORGAN STANLEY SENIOR FUNDING, INC, as Credit Agreement Collateral Agent, and each ADDITIONAL COLLATERAL AGENT from...Intercreditor Agreement • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
INTERCREDITOR AGREEMENT dated as of June 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among SYMBION, INC., a Delaware corporation (the “Borrower”), SYMBION HOLDINGS CORPORATION (“Holdings”), the other Grantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “Credit Agreement Collateral Agent”) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Senior Secured Notes Secured Parties (in such capacity, the “Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class (as defined below).
CREDIT AGREEMENT dated as of June 14, 2011 among SYMBION HOLDINGS CORPORATION, as Holdings SYMBION, INC., as the Borrower The Lenders Party Hereto from Time to Time MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and as Collateral Agent,...Capital Lease Agreement • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
CREDIT AGREEMENT dated as of June 14, 2011, among SYMBION, INC., a Delaware corporation (the “Borrower”), SYMBION HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, MORGAN STANLEY BANK, N.A., as Swingline Lender and Issuing Bank, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, and JEFFERIES FINANCE LLC, as lead arrangers and joint bookrunners, and BARCLAYS CAPITAL and JEFFERIES FINANCE LLC, as Co-Syndication Agents.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
This Agreement is made in connection with (i) the Notes Exchange Agreements, dated as of June 7, 2011, by and among the Company, the Guarantors and [ ] (collectively, the “Exchange Agreements”), which provide for, among other things, the issuance by the Company to the Initial Holders of an aggregate of $88,490,236 initial principal amount of the Company’s 8.00% Senior PIK Exchangeable Notes due 2017 (the “Notes”) in exchange for $85,396,396 aggregate principal amount of the Company’s existing 11.00%/11.75% Senior PIK Toggle Notes due 2015, plus accrued and unpaid interest thereon.
SYMBION, INC. and each of the Guarantors party hereto 8.00% SENIOR PIK EXCHANGEABLE NOTES DUE 2017 INDENTURE Dated as of June 14, 2011 U.S. Bank National Association TrusteeSupplemental Indenture • June 20th, 2011 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of June 14, 2011 by and among SYMBION, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 8.00% Senior PIK Exchangeable Notes due 2017 (the “Notes”):
