EXHIBIT 10.1
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this "Supplemental Indenture"), dated as of
August 12, 2004, among Ardent Health Services, Inc., a Delaware corporation,
(the "Company"), Ardent Health Services LLC, a Delaware limited liability
company, (the "Parent"), the Subsidiary Guarantors (as defined in the Indenture
referred to herein) and U.S. Bank Trust National Association, as Trustee (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company, the Parent and the Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an indenture (the "Indenture"),
dated as of August 19, 2003 providing for the issuance of 10% Senior
Subordinated Notes due 2013 (the "Notes") of the Company;
WHEREAS, Section 6 of the form of supplemental indenture attached to the
Indenture as Exhibit F (the "Supplemental Indenture Form ") is inconsistent with
Section 11.06 of the Indenture;
WHEREAS, the Company, the Parent, the Subsidiary Guarantors and the
Trustee desire to enter into this Supplemental Indenture to amend the
Supplemental Indenture Form in order to cure such inconsistency; and
WHEREAS, pursuant to Section 9.01(a) of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture without the
consent of any Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
to this Supplemental Indenture mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. Amendment to Section 6(a): Section 6(a) of the Supplemental Indenture
Form is hereby deleted in its entirety and replaced with the following:
"6. Releases. (a) Any Guarantor shall be released and relieved of
any obligations under its Note Guarantee, (i) in connection with any sale
of all of the Capital Stock of that Guarantor (including by way of merger
or consolidation) to a Person that is not (either before or after giving
effect to such transaction) a Restricted Subsidiary of the Company, if the
sale of all of such Capital Stock of that Guarantor complies with Section
4.10 of the Indenture, including the application of the Net Proceeds
therefrom; (ii) in connection with the merger or consolidation of AHS
Albuquerque Regional Medical Center, LLC, AHS West
Mesa Hospital, LLC, AHS Albuquerque Rehabilitation Hospital, LLC, AHS
Northeast Heights Hospital, LLC, AHS Albuquerque Physician Group, LLC and
Mesilla Valley Hospital with, or into, Xxxxxxxx Health Systems, Inc., if
(A) the surviving Person is an HMO Subsidiary and is prohibited from
providing a full and unconditional Guarantee of the Notes; (B) no such
Subsidiary Guarantor has outstanding at the time of such consolidation or
merger any indebtedness other than Indebtedness that it would otherwise be
permitted to incur at such time as a Restricted Subsidiary that is not a
Subsidiary Guarantor under Section 4.08 of the Indenture; and (C) the
Company complies with Section 4.12 of the Indenture; or (iii) if the
Company designated such Subsidiary Guarantor as an Unrestricted Subsidiary
in accordance with the Indenture."
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
4. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
6. Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
SUBSIDIARY GUARANTORS:
AHS ALBURQUERQUE HOLDINGS, LLC
AHS CUMBERLAND HOSPITAL, LLC
AHS KENTUCKY HOLDINGS, INC.
AHS KENTUCKY HOSPITALS, INC.
AHS LOUISIANA HOLDINGS, INC.
AHS LOUISIANA HOSPITALS, INC.
AHS MANAGEMENT COMPANY, INC.
AHS NEW MEXICO HOLDINGS, INC.
AHS RESEARCH AND REVIEW, LLC
AHS SAMARITAN HOSPITAL, LLC
AHS S.E.D. MEDICAL LABORATORIES, INC.
AHS SUMMIT HOSPITAL, LLC
ARDENT MEDICAL SERVICES, INC.
BEHAVIORAL HEALTHCARE CORPORATION
BHC ALHAMBRA HOSPITAL, INC.
BHC BELMONT PINES HOSPITAL, INC.
BHC CEDAR VISTA HOSPITAL, INC.
BHC COLUMBUS HOSPITAL, INC.
BHC FAIRFAX HOSPITAL, INC.
BHC FOX RUN HOSPITAL, INC.
BHC FREMONT HOSPITAL, INC.
BHC GULF COAST MANAGEMENT GROUP, INC.
BHC HEALTH SERVICES OF NEVADA, INC.
BHC HERITAGE OAKS HOSPITAL, INC.
BHC HOSPITAL HOLDINGS, INC.
BHC INTERMOUNTAIN HOSPITAL, INC.
BHC LEBANON HOSPITAL, INC.
BHC MANAGEMENT HOLDINGS, INC.
BHC MANAGEMENT SERVICES, LLC
BHC MANAGEMENT SERVICES OF INDIANA, LLC
BHC MANAGEMENT SERVICES OF KENTUCKY, LLC
BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC
BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC
BHC XXXXXXX PARTNER, INC.
BHC MONTEVISTA HOSPITAL, INC.
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BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
BHC OF INDIANA, GENERAL PARTNERSHIP
BHC OF NORTHERN INDIANA, INC.
BHC PHYSICIAN SERVICES OF KENTUCKY, LLC
BHC PINNACLE POINTE HOSPITAL, INC.
BHC PROPERTIES, INC.
BHC SIERRA VISTA HOSPITAL, INC.
BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BHC XXXXX VISTA HOSPITAL, INC.
BHC WINDSOR HOSPITAL, INC.
BLOOMINGTON XXXXXXX, X.X.
COLUMBUS HOSPITAL, LLC
INDIANA PSYCHIATRIC INSTITUTES, INC.
LEBANON HOSPITAL, LLC
MESILLA VALLEY GENERAL PARTNERSHIP
MESILLA VALLEY HOSPITAL, INC.
MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.
NORTHERN INDIANA HOSPITAL, LLC
XXXXX VISTA, LLC
WILLOW SPRINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President and Secretary
ARDENT HEALTH SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
ARDENT HEALTH SERVICES LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
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U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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