exv10w10






EXHIBIT 10.10




FORM OF JOINDER AGREEMENT




     This JOINDER AGREEMENT, dated as of _______________ ___, ______ (this “Joinder Agreement”;
capitalized terms used herein without definition have the meanings provided in Article I),
is entered into by each of CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company”),
CERTAIN BORROWING SUBSIDIARIES (each an “Existing Borrower” and together with the Company,
collectively “Existing Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES (each an “Existing Guarantor”
and collectively, “Existing Guarantors”) and [NEW SUBSIDARY], a ____________________ [limited
liability company/corporation/partnership] (the “Additional Borrower”), to and for the benefit of
BANK OF AMERICA, N.A., as agent (in such capacity, the “Agent”) for the Lenders.



RECITALS




     WHEREAS, pursuant to (i) the Loan and Security Agreement, dated as of June 28, 2010 (as the
same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
among the Company, the Existing Borrowers, the Existing Guarantors, the Lenders party thereto from
time to time, and the Agent and (ii) the other Loan Documents referred to therein, the Secured
Parties have agreed to make Credit Extensions and other extensions of credit to or for the benefit
of the Loan Parties;



     WHEREAS, pursuant to Section 7.3.3 of the Loan Agreement, the Company and the other
Existing Borrowers and Existing Guarantors have agreed to cause the Additional Borrower to execute
and deliver this Joinder Agreement and to become a Borrower, a Guarantor and a Credit Party under
the Loan Agreement and Security Documents as provided in this Joinder Agreement;



     WHEREAS, the obligations of the Lenders to make Credit Extensions to the Additional Borrower
and to continue to make Credit Extensions to the Existing Borrowers under the Loan Agreement are
conditioned upon, among other things, the execution and delivery of this Joinder Agreement by the
Additional Borrower;



     WHEREAS, the Additional Borrower and the Existing Borrowers and the Existing Guarantors will
derive substantial direct and indirect benefit from the Credit Extensions under the Loan Documents
to be made or issued by the Lenders and the Issuing Bank to or for the benefit of the Existing
Borrowers and/or the Additional Borrower and the other financial accommodations to the Borrowers
and their respective Subsidiaries as may be made available by the Secured Parties; and



     WHEREAS, the Additional Borrower is willing to become a Borrower, a Guarantor and a Credit
Party under the Loan Documents as hereinafter provided in order to obtain such benefits;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agree, for the benefit of each Secured Party, as
follows:



ARTICLE I

DEFINITIONS




          1.01. Loan Agreement Definitions. Capitalized terms used in this Joinder Agreement and not
otherwise defined herein have the meanings specified in
Section 1.1 of the Loan Agreement.




          1.02. Construction. The rules of construction specified in Sections 1.2 through
1.4 of the Loan Agreement also apply to this Joinder Agreement.





1




 









 





ARTICLE II

JOINDER AGREEMENTS; SUPPLEMENTS




          2.01. Loan Agreement. The Additional Borrower agrees to, and does hereby, become a
“Borrower”, a “Guarantor” and a “Credit Party” under the Loan Agreement, become bound by the Loan
Agreement with the same force and effect as if it were an original party to the Loan Agreement.
Each party hereto hereby acknowledges and agrees that each reference in the Loan Agreement to a
“Borrower,” a “Guarantor” or a “Credit Party” shall also mean and be a reference to the Additional
Borrower.




          2.02. Guaranty. Without limiting the generality of the foregoing, subject to and in
accordance with the terms and conditions of Section 15 of the Loan Agreement, the Additional
Borrower hereby guarantees all Obligations of each Credit Party to the Secured Parties arising
under the Loan Agreement and any other Loan Document.




          2.03. Security Interests. Without limiting the generality of the foregoing, subject to and in
accordance with the terms and conditions of Section 7 of the Loan Agreement, the Additional
Borrower hereby assigns and pledges to the Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, as security for the payment or performance in full of the
Obligations of the Additional Borrower, a security interest in all right, title and interest of the
Additional Borrower in, to and under any and all of the Collateral now owned or at any time
hereafter acquired by such Additional Borrower or in which such Additional Borrower now has or at
any time in the future may acquire any right, title or interest.




          2.04. Representations and Warranties. The Additional Borrower represents, warrants,
acknowledges and affirms with respect to itself and its properties, that each of the
representations and warranties contained in the Loan Agreement and the other Loan Documents as it
relates to the Additional Borrower is true and correct in all material respects as of the date
hereof, with the same effect as though such representation had been made on and as of the date
hereof after giving effect to the joinder of the Additional Borrower as an additional Subsidiary,
Guarantor and Credit Party under the Loan Agreement and the other Loan Documents.




          2.05. Loan Documents. The Additional Borrower (a) agrees to be obligated and bound by all the
terms, provisions and covenants under each of the Loan Documents which are binding on each Existing
Borrower and each Existing Guarantor and (b) represents and warrants that each of the
representations and warranties contained in the Loan Agreement as it relates to the Additional
Borrower is true and correct in all material respects as of the date hereof, with the same effect
as though such representations had been made on and as of the date hereof after giving effect to
the joinder of the Additional Borrower as a Borrower, a Guarantor and a Credit Party under the Loan
Agreement.




          2.06. Acknowledgement. The Company, each Existing Borrower and each Existing Guarantor,
hereby acknowledges and consents to the Loan Documents, as supplemented by this Joinder Agreement,
and confirms and ratifies in all respects the Obligations of each such Borrower and each Guarantor
under the Loan Agreement, as so supplemented, which shall remain in full force and effect. The
Company and each Guarantor hereby (i) confirms and ratifies in all respects its Obligations under
the guaranty set forth in Section 15 of the Loan Agreement, and (ii) acknowledges and agrees that
such guaranty obligations remain in full force and effect, enforceable against the Company in
accordance with their terms.




          2.07. Borrower Agent. The Additional Borrower hereby appoints the Company as representative
and agent for all purposes under the Loan Documents as further specified in Section 4.4 of the Loan
Agreement.




2

Joinder Agreement





 









 








ARTICLE III

DELIVERIES




          3.01. Deliveries. The following items are delivered to the Agent herewith, each of which
shall be in form and substance reasonably satisfactory to the Agent. The obligation of the Issuing
Bank and each Lender to make Credit Extensions to the Additional Borrower or any further Credit
Extensions to the Existing Borrowers is subject to the satisfaction or waiver of the following
conditions.




               (a) The Agent’s receipt of the following, each of which shall be originals or telecopies
(followed promptly by originals) unless otherwise specified, each properly executed by a Senior
Officer of the signing Credit Party, if applicable, each dated as of the date hereof (or, in the
case of certificates of governmental officials, a recent date before the date hereof) and each in
form and substance reasonably satisfactory to the Agent and each of the Required Lenders:




	 	(i)	 	executed counterparts of this Joinder
Agreement;
	 
	 	(ii)	 	revised Notes executed by the Borrowers in
favor of each Lender that received a Note on the Closing Date or
requests a Note in connection herewith;
	 
	 	(iii)	 	with respect to the Additional Borrower, Agent
shall have received, in proper form for filing or recording, all
filings or recordations necessary to perfect its Liens in the
Collateral, as well as UCC and Lien searches and other evidence
satisfactory to Agent that such Liens are the only Liens upon the
Collateral, except Permitted Liens;
	 
	 	(iv)	 	Agent shall have received duly executed
amendments and joinders for each existing Government Receivables
Deposit Account, Private Deposit Account, Concentration Account and
related lockbox to include the Deposit Accounts of the Additional
Borrower, or new Deposit Account Control Agreements for the Deposit
Accounts of the Additional Borrower, in form and substance, and with
financial institutions, satisfactory to Agent, in each case to the
extent required under the Loan Agreement;
	 
	 	(v)	 	Agent shall have received a certificate, in
form and substance satisfactory to it, from a knowledgeable Senior
Officer of the Borrower Agent certifying that, after giving effect to
the Joinder Agreement, (i) the Credit Parties, taken as a whole, are
Solvent; (ii) no Default or Event of Default exists; (iii) the
representations and warranties set forth in Section 9 are true and
correct; and (iv) each Credit Party has complied with all agreements
and conditions to be satisfied by it under the Loan Documents;
	 
	 	(vi)	 	Agent shall have received a certificate of a
duly authorized officer of the Additional Borrower, certifying (i) that
attached copies of the Additional Borrower’s Organic Documents are true
and complete, and in full force and effect, without amendment except as
shown; (ii) that an attached copy of resolutions authorizing execution
and delivery of this Joinder Agreement is true and complete, and that
such resolutions are in full force and effect, were duly adopted, have
not been amended, modified, revoked or contradicted by any other
resolution; and (iii) to the title,





3

Joinder Agreement






 









 









	 	 	 	name and signature of each Person authorized to sign the Joinder
Agreement and other Loan Documents. Agent may conclusively rely on
this certificate until it is otherwise notified by the Additional
Borrower in writing;
	 
	 	(vii)	 	Agent shall have received a written opinion of
Waller Lansden Dortch & Davis, LLP as counsel to the Credit Parties, in
form and substance reasonably satisfactory to Agent;
	 
	 	(viii)	 	Agent shall have received copies of the charter documents of the
Additional Borrower, certified by the Secretary of State or other
appropriate official of the Additional Borrower’s jurisdiction of
organization. Agent shall have received good standing certificates for
the Additional Borrower, issued by the Secretary of State or other
appropriate official of such Credit Party’s jurisdiction of
organization and each jurisdiction where the Additional Borrower’s
conduct of business or ownership of Property necessitates
qualification;
	 
	 	(ix)	 	Agent shall have received copies of policies or
certificates of insurance for the insurance policies carried by the
Additional Borrower, all in compliance with the Loan Documents;
	 
	 	(x)	 	Agent shall have completed its business,
financial and legal due diligence of the Additional Borrower. No event
or condition shall have occurred since August 10, 2010 that has had or
could reasonably be expected to have a Material Adverse Effect;
	 
	 	(xi)	 	Borrowers shall have paid all fees and expenses
to be paid to Agent and Lenders on the date hereof; and





               (b) all requisite material governmental authorizations and third party consents and approvals
necessary in connection with entering into this Joinder Agreement and the other Loan Documents by
the Additional Borrower shall have been obtained (without the imposition of any conditions that
are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods for
governmental authorizations in connection therewith shall have expired without any action being
taken by any Governmental Authority, and no Law shall be applicable in the judgment of the Agent,
in each case that restrains, prevents or imposes materially adverse conditions upon the
transactions contemplated hereby or the rights of the Loan Parties or their Subsidiaries freely to
transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter
acquired by any of them.



4

Joinder Agreement




 









 








ARTICLE IV

MISCELLANEOUS




          4.01. Notices. All notices and other communications provided for hereunder shall be in
writing and mailed, delivered or transmitted by telecopies to each party hereto at the address set
forth in Section 14.3 of the Loan Agreement (with any notice to the Additional Borrower being
delivered to it in care of the Company). All such notices and other communications shall be deemed
to be given or made at the times provided in Section 14.3 of the Loan Agreement.




          4.02. Amendments, etc.; Successors and Assigns.




               (a) No amendment to or waiver of any provision of this Joinder Agreement or of the Loan
Documents, as supplemented by this Joinder Agreement, nor consent to any departure by the
Additional Borrower herefrom or therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Agent and, with respect to any such amendment, by the Additional
Borrower or the Company on behalf of the Additional Borrower, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.



               (b) This Joinder Agreement and each other instrument delivered in connection herewith or
therewith shall be deemed to be a “Loan Document” under the Loan Agreement, and each of this
Joinder Agreement and the other Loan Documents, as supplemented by this Joinder Agreement, shall
be binding upon the Additional Borrower and its successors, transferees and assigns and shall
inure to the benefit of the Agent and each other Secured Party and their respective successors,
transferees and assigns; provided, however, that the Additional Borrower may not
assign its obligations hereunder or under any of the Loan Documents, as supplemented by this
Joinder Agreement, without the prior written consent of the Agent and any Lenders required under
the Loan Agreement.



          4.03. Survival of Agreement. All covenants, agreements, representations and warranties made
by the Additional Borrower in each Loan Document, as supplemented by this Joinder Agreement, and in
the certificates or other instruments prepared or delivered in connection with or pursuant to this
Joinder Agreement or any other Loan Document shall be considered to have been relied upon by the
Secured Parties and shall survive the execution and delivery of this Joinder Agreement, regardless
of any investigation made by the Agent or any Lender or on its behalf and notwithstanding that the
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended under the Loan Agreement, and shall
continue in full force and effect (provided that all representations and warranties shall be as of
the date made or deemed made) until Full Payment of the Obligations.




          4.04. Agent Appointed Attorney-in-Fact. The Additional Borrower hereby appoints the Agent the
attorney-in-fact of the Additional Borrower for the purpose of carrying out the provisions of
Section 8.7 of the Loan Agreement and, upon the occurrence and during the continuance of an Event
of Default, taking any action and executing any instrument that the Agent may deem necessary or
advisable to accomplish the purposes thereof, which appointment is irrevocable and coupled with an
interest, all as provided in Section 8.7 of the Loan Agreement.




          4.05. Waivers. No failure or delay by the Agent or any other Secured Party in exercising any
right, power or remedy hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or remedy, or any
abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. The rights,
powers and remedies of the Agent, the Issuing Bank and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they
would otherwise have. Without limiting




5

Joinder Agreement




 









 







the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Agent, any Lender or
the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand
on any Credit Party in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances.




          4.06. Severability. If any provision of this Joinder Agreement or any other Loan Document, as
supplemented by this Joinder Agreement, is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Joinder Agreement or such
other Loan Document shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable provisions, with valid
provisions, the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.




          4.07. Counterparts, Integration, Effectiveness. This Joinder Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Joinder Agreement and the other Loan Documents, as supplemented by this Joinder Agreement,
constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Joinder Agreement shall become effective as to the Additional Borrower
when it shall have been executed by the Additional Borrower and when the Agent shall have received
counterparts hereof bearing the signature of the Additional Borrower. Delivery of an executed
counterpart of a signature page of this Joinder Agreement by telecopy or other electronic means
shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.




          4.08. Headings. Article and Section headings used herein are for the purpose of reference
only, are not part of this Joinder Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Joinder Agreement.




          4.09. GOVERNING LAW; JURISDICTION; ETC.




               (a) GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



               (b) SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. Sections 14.15 and 14.16 of the Loan Agreement are incorporated herein by reference,
as though restated herein in their entirety.



          4.10. ENTIRE AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS SUPPLEMENTED
BY THIS JOINDER AGREEMENT, AND THE OTHER INSTRUMENTS DELIVERED IN ACCORDANCE HEREWITH AND
THEREWITH, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR
CONTEMPORANEOUS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




          4.11. USA PATRIOT ACT. The Agent and Lenders hereby notify the Additional Borrower that
pursuant to the requirements of the Patriot Act, the Agent and Lenders are required to obtain,
verify and record information that identifies the Additional Borrower, including its legal name,




6

Joinder Agreement




 









 







address, tax ID number and other information that will allow Agent and Lenders to identify it
in accordance with the Patriot Act. The Agent and Lenders will also require information regarding
each personal guarantor, if any, and may require information regarding Borrowers’ management and
owners, such as legal name, address, social security number and date of birth.




[Signature Pages Follow.]




7

Joinder Agreement





 









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement as of the day
and year first above written.



	 	 	 	 	 
	 	ADDITIONAL BORROWER



[NEW SUBSIDIARY], a ____________________ [limited liability company/corporation/partnership]

 	 
	 	By:  	
 	 
	 	 	Name:  	Denise W. Warren 	 
	 	 	Title:  	Vice President and Treasurer
	 
	 	 	Address:  	Capella Healthcare, Inc.

501 Corporate Centre Drive, Suite 200

Franklin, Tennessee 37067-2662

Attn: Denise W. Warren 	 
	 



	 	 	 	 	 
	 	EXISTING BORROWERS:



CAPELLA HEALTHCARE, INC., a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	Denise W. Warren 	 
	 	 	Title:  	Senior Vice President, CFO and Treasurer
	 
	 	 	Address:  	Capella Healthcare, Inc.

501 Corporate Centre Drive, Suite 200

Franklin, Tennessee 37067-2662

Attn: Denise W. Warren 	 
	 



	 	 	 	 	 
	 	[CURRENT LIST OF SUBSIDIARY BORROWERS]

 	 
	 	By:  	 	 
	 	 	Name:  	Denise W. Warren 	 
	 	 	Title:  	Vice President and Treasurer
	 
	 	 	Address:  	Capella Healthcare, Inc.

501 Corporate Centre Drive, Suite 200

Franklin, Tennessee 37067-2662

Attn: Denise W. Warren 	 
	 



Signature Page

Joinder Agreement




 









 








	 	 	 	 	 
	 	AGENT:

BANK OF AMERICA, N.A., as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	Steven L. Hipsman 	 
	 	 	Title:  	Senior Vice President
	 
	 	 	Address:  	Bank of America, N.A.


300 Galleria Parkway, Suite 800


Atlanta, Georgia  30339


Attention:  Portfolio Manager


Facsimile:  404.607.3277 	 
	 



Signature Page

Joinder Agreement





 









 








ACKNOWLEDGMENT:





     Each Credit Support Party hereby acknowledges receipt of, and consents to, the Joinder
Agreement and confirms and agrees that (i) the Additional Borrower shall become a party to and be
obligated and bound by all the terms, provisions and covenants under each of the Loan Documents and
(ii) all Obligations of the Additional Borrower shall be “Secured Obligations” as defined in the
Joint Venture Subsidiary Security Documents.



	 	 	 	 	 
	 	CREDIT SUPPORT PARTIES:



[LIST OF CURRENT CREDIT SUPPORT PARTIES]

 	 
	 	By:  	
 	 
	 	 	Name:  	Denise W. Warren 	 
	 	 	Title:  	Vice President and Treasurer
	 
	 	 	Address:  	Capella Healthcare, Inc.

501 Corporate Centre Drive, Suite 200

Franklin, Tennessee 37067-2662


Attn: Denise W. Warren 	 
	 



Signature Page

Joinder Agreement