EXHIBIT 10.7
EXECUTION COPY
PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT dated as of December 11, 2002
(the "Agreement"), by and between ARDENT HEALTH SERVICES LLC, a Delaware limited
liability company (the "Company") and WCAS MANAGEMENT CORPORATION, a New York
corporation ("WCAS").
WHEREAS, WCAS has provided substantial financial and
management consulting services to the Company in connection with arranging for
the investments made by certain persons as described in Part A, Part B and Part
C of Annex I, and the Company is willing to compensate WCAS for such services as
provided herein;
NOW, THEREFORE, the Company and WCAS hereby agree as follows:
1. Investment Fee. (a) Concurrently with the first
closing of the sale of common units ("Common Units") by the Company pursuant to
the transactions referenced in Part A of Annex I, the Company shall pay at such
closing to WCAS an investment fee in immediately available funds equal to one
percent (1%) of the aggregate cash consideration to be paid to the Company over
one or more closings.
(b) Concurrently with the first closing of the sale of Common
Units by the Company pursuant to the transactions referenced in Part B of Annex
I, the Company shall pay at such closing to WCAS an investment fee in
immediately available funds equal to one percent (1%) of the aggregate cash
consideration to be paid to the Company over one or more closings.
(c) Concurrently with the closing of the sale of Common Units
by the Company pursuant to the transactions referenced in Part C of Annex I, the
Company shall pay at such closing to WCAS an investment fee in immediately
available funds equal to one percent (1%) of the total cash consideration to be
paid to the Company at such closing.
2. Independent Contractor. The Company and WCAS agree
that any and all services provided in connection with this Agreement by WCAS
were provided by such party as an independent contractor, and neither WCAS nor
any of its respective directors, officers, or employees shall be considered
employees or agents of the Company as a result of this Agreement.
3. Expenses. The Company will pay the fees and expenses
of WCAS and its affiliates, on or prior to the applicable closing date, incurred
in connection with each funding transaction set forth in Part A and Part B of
Annex I and any additional fees and expenses incurred by WCAS and its affiliates
in connection therewith (including, without limitation, in each case, the fees
and expenses of Reboul, MacMurray, Xxxxxx & Xxxxxxx).
4. Entire Agreement: Modification. This Agreement (a)
contains the complete and entire understanding and agreement of the Company and
WCAS with respect to the subject matter hereof; and (b) supersedes all prior and
contemporaneous understandings,
conditions and agreements, oral or written, express or implied, respecting the
subject matter hereof.
5. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach of that provision or any
other provision hereof.
6. Assignment. Neither party hereto may assign such
party's rights or obligations under this Agreement without the express written
consent of the other party hereto.
7. Successors. This Agreement and all the obligations
and benefits hereunder shall inure to the successors and permitted assigns of
the parties.
8. Counterparts. This Agreement may be executed and
delivered by each party hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original and both of which taken
together shall constitute one and the same agreement.
9. Choice of Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New
York.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Company and WCAS have caused this
Professional Services Agreement to be duly executed and delivered on the date
and year first above written.
ARDENT HEALTH SERVICES LLC
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
WCAS MANAGEMENT CORPORATION
By: /s/ Xxxxxxxx X. Rather
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Name: Xxxxxxxx X. Rather
Title: Treasurer
ANNEX I
SCHEDULE OF INVESTMENTS
Part A
DESCRIPTION OF INVESTMENT CONSIDERATION
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Purchase by Welsh, Carson, Xxxxxxxx & Xxxxx IX, L.P. ("WCAS IX") and certain
affiliates and FFC Partners II, L.P. and related entities ("FFC") of up
to an aggregate additional 36,666,666 Common Units pursuant to a
Subscription Agreement, dated as of December 11, 2002 (the "Subscription
Agreement"), among the Company, WCAS IX and FFC, and the several other
purchasers named therein. $164,999,997.00
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TOTAL CONSIDERATION $164,999,997.00
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Part B
DESCRIPTION OF INVESTMENT
Purchase by BancAmerica Capital Investors I, L.P. ("BA") of Common Units
pursuant to the Subscription Agreement (as amended by the terms of a
joinder agreement entered into by BA), or as otherwise set forth in a
separate subscription agreement entered into by the Company, BA and any
other parties named therein, relating to the sale of Common Units.
Part C
DESCRIPTION OF INVESTMENT
Purchase by existing members of the Company and certain members of management of
the Company of Common Units.
