EXHIBIT 3.3
ARDENT HEALTH SERVICES LLC
AMENDMENT NO. 2
TO
LIMITED LIABILITY COMPANY AGREEMENT
We, the undersigned, representing a majority in interest of the holders
of each of the Common Units and Redeemable Preferred Units outstanding, hereby
agree as follows:
1. Reference to the Limited Liability Company Agreement; Definitions. Reference
is made to the Limited Liability Company Agreement of Ardent Health Services
LLC, dated as of August 3, 2001, as amended by Amendment No. 1 to the Limited
Liability Company Agreement, dated as of August 6, 2003 (as amended, the "LLC
Agreement"). Capitalized terms contained herein and not otherwise defined herein
shall have meanings given to them in the LLC Agreement.
2. Amendment to LLC Agreement. Pursuant to Article X, Section 10.07 of the LLC
Agreement, the LLC Agreement is hereby amended by this Amendment No. 2 (this
"Amendment") to be effective as of December 31, 2003 so that the first paragraph
of Section 3(a) of Annex C of the LLC Agreement is deleted in its entirety and
replaced with the following text:
(a) Mandatory Redemption. Except in connection with the
conversion of the LLC to a corporate form pursuant to Section 8.03 of
the LLC Agreement, the LLC shall redeem (in the manner and with the
effect provided in this Section 3) all then outstanding Redeemable
Preferred Units (for purposes of this Section 3, any date on which any
Redeemable Preferred Units are to be redeemed (which date must be a
Business Day) as herein provided is called a "Redemption Date"): (i)
upon the closing of a merger or consolidation of the LLC with or into
another entity in which the "beneficial ownership" of the "persons" or
"groups" currently owning a majority of the LLC's Common Units or other
common equity interests of the LLC do not continue to represent more
than 50% of the voting power of all outstanding equity securities in
the surviving entity, in substantially the same proportions,
immediately after such merger or consolidation; (ii) upon the closing
of a sale or other disposition of all or substantially all of the
assets and properties of the LLC; or (iii) upon an initial public
offering of the common equity of the LLC (or any other entity into
which the LLC has converted, merged or consolidated) registered under
the Securities Act of 1933, as amended, with gross proceeds of at least
$50 million. The LLC shall, at least 30 days prior to the closing of
any transaction described in clauses (i) through (iii) above, provide
notice thereof to the holders of record of Redeemable Preferred Units.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the conflict
of law rules of such state.
4. Counterparts; Originals. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Amendment may be
executed and delivered by telecopy or facsimile and execution in such manner
shall constitute an original.
5. Miscellaneous. Except to the extent specifically amended hereby, the
provisions of the LLC Agreement shall remain unmodified, and, subject to the
conditions contained in this Amendment, the Agreement is hereby confirmed as
being in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
LLC Agreement as of December 31, 2003.
WELSH, CARSON, XXXXXXXX & XXXXX IX, L.P.
By: WCAS IX Associates, L.L.C., General Partner
By: /s/ Xxxxxxxx X. Rather
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Managing Member
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Xxxxxxxx X. Rather
-------------------------------------------
Managing Member
Xxxx Xxxxxxx Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx XXX - f/b/o Xxxxxxxx X.
Xxxx Xxxxx Rather
Xxxxxxx X. xx Xxxxxx Xxxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx
Xxxx X. Xxx Xxxxxxx X. Xxxxx
D. Xxxxx Xxxxxxx Xxxxx X. Xxxxxx
XXX - f/b/o Xxxxx X. Xxxxxx X. Xxxx
Xxxxxxxx Xxxxxxx X. Xxxxx
Xxxxxx X. XxXxxxxxx Xxxxx XxxXxxxx
Xxxxx XxXxxxxx
By: /s/ Xxxxxxxx X. Rather
-------------------------------------------
Xxxxxxxx X. Rather
Individually and as Attorney-in-Fact
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FFC PARTNERS II, L.P.
By: FFC XX XX, LLC, as General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
Member
FFC EXECUTIVE PARTNERS II, L.P.
By: FFC EXECUTIVE XX XX, LLC, as General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
Member
BANC OF AMERICA CAPITAL INVESTORS, L.P.
By: Banc of America Capital Management, L.P.,
as General Partner
By: BACM I GP, LLC, as General Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
Managing Director
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