EXHIBIT 10.1
FIFTH AMENDMENT TO
CREDIT AGREEMENT
THIS FIFTH AMENDMENT to Credit Agreement (this "Amendment") dated as of
December 23, 2004 is by and among Ardent Health Services, Inc., a Delaware
corporation (the "Borrower"), the Guarantors, the Lenders party hereto and
Citicorp North America, Inc., as Administrative Agent (in such capacity, "CNAI"
or the "Administrative Agent") on behalf of itself and the Lenders. All
capitalized terms used herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit Agreement (as defined below).
W I T N E S S E T H
WHEREAS, a credit facility was established in favor of the Borrower
pursuant to the terms of that certain Credit Agreement dated as of August 19,
2003 among the Borrower, the Guarantors, the Lenders and CNAI (as successor to
Bank One, NA), as Administrative Agent, as amended by that certain First
Amendment to Credit Agreement dated as of December 31, 2003, that certain Second
Amendment to Credit Agreement dated as of July 12, 2004, that certain Third
Amendment to Credit Agreement dated as of August 12, 2004 and that certain
Fourth Amendment to Credit Agreement dated as of November 12, 2004 (as further
amended, modified and supplemented from time to time, the "Credit Agreement");
WHEREAS, the Borrower has requested the Required Lenders and the Required
Revolving Lenders to amend the Credit Agreement as set forth herein; and
WHEREAS, the Required Lenders and the Required Revolving Lenders have
agreed to amend the Credit Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments. The Credit Agreement is amended in the following respects:
(a) The following definitions are hereby added to Section 1.01 in
the appropriate alphabetical order and shall read as follows:
"Operative Period" means the period from the Fifth Amendment
Effective Date through the earlier of (i) the date all financial
statements of the Parent and its Subsidiaries required by Section
7.01 for the fiscal quarter ended September 30, 2004 and for the
fiscal year ended December 31, 2004 as well as all financial
statements that are being restated pursuant to Section 7.01(d) are
delivered to the Administrative Agent and the Lenders and (ii) May
2, 2005.
"Fifth Amendment Effective Date" means December 23, 2004.
"Samaritan Hospital" means that certain hospital located at
000 Xxxxx Xxxxxxxxx Xxxxxx in Lexington, Kentucky.
(b) The definition of "Permitted Acquisition" in Section 1.01 is
hereby amended by adding the following new sentences to the end of such
definition to read as follows:
Notwithstanding clauses (c)(iv), (v) and (vii) of the first
sentence of this definition, during the Operative Period the Loan
Parties shall be permitted to make Acquisitions of behavioral
hospitals and assets related thereto in an aggregate amount not to
exceed $11,000,000; provided that each such behavioral hospital
shall have attained a positive EBITDA for the most recent
twelve-month period preceding such Acquisition, for which financial
statements are available; provided that such Acquisition is
otherwise consummated in compliance with each other provision in
clause (c) of this definition. For purposes of the preceding
sentence, "EBITDA" shall mean, for the applicable twelve-month
period, the sum of (i) net income of the applicable behavioral
hospital for such period, (ii) an amount which in the determination
of net income of such behavioral hospital for such period has been
deducted for interest expense, taxes and depreciation and
amortization expense, all as determined in accordance with GAAP,
(iii) any non-recurring fees, charges and cash expenses which in the
determination of net income of such behavioral hospital for such
period has been deducted, and (iv) any other non-cash charges which
in the determination of net income of such behavioral hospital for
such period has been deducted.
(c) A new proviso is hereby added immediately prior to the semicolon
(";") now appearing at the end of Section 7.01(a)(i) to read as follows:
; provided that, notwithstanding the foregoing, with respect to the
fiscal year ended December 31, 2004 only, the Loan Parties shall
have until May 2, 2005 to deliver to the Administrative Agent and
the Lenders all the financial statements required by Section
7.01(a)(i) as of the end of the fiscal year ended December 31, 2004
(d) A new proviso is hereby added immediately prior to the period
(".") now appearing at the end of Section 7.01(a)(ii) to read as follows:
; provided that, notwithstanding the foregoing, with respect to the
fiscal year ended December 31, 2004 only, the Loan Parties shall
have until May 2, 2005 to deliver to the Administrative Agent and
the Lenders all the financial statements required by Section
7.01(a)(ii) as of the end of the fiscal year ended December 31, 2004
(e) Section 7.01(b)(i) is hereby amended by deleting the reference
to "January 14, 2005" in such Section and replacing it with "May 2, 2005."
(f) Section 7.01(b)(ii) is hereby amended by deleting the reference
to "January 14, 2005" in such Section and replacing it with "May 2, 2005."
(g) Section 7.01(d) is hereby amended to read as follows:
In the event that the Loan Parties shall be required, or shall
elect at the advice of their independent auditor, to restate any
financial statements of the Parent and its Subsidiaries delivered
prior to the Fourth Amendment Effective Date pursuant to this
Agreement upon the completion of the Loan Parties' internal review
of accounting practices at Xxxxxxxx conducted and concluded prior to
May 2, 2005, no breach of this Agreement prior to the Fourth
Amendment Effective Date due to the failure to timely deliver the
financial statements that are subject to such restatement under this
Section 7.01(d) or due to the inaccuracy of any representation
delivered or deemed delivered pursuant to Section 6.05(a), (b), (d)
or (e) or Section 6.15 due to the inaccuracy of previously delivered
financial statements shall be deemed to have occurred or resulted
therefrom unless and until the Loan
2
Parties shall fail to deliver to the Administrative Agent and the
Lenders (i) on or prior to May 2, 2005 any such restated financial
statements in accordance with the terms hereof and (ii) on or before
the date that is twenty-one (21) days after the delivery of the
financial statements for the fiscal year ended December 31, 2004, a
duly completed Compliance Certificate in accordance with 7.02(b) for
the fiscal year ending December 31, 2004 demonstrating compliance
with all financial covenants set forth in Section 8.11 as of the
fiscal quarter ending December 31, 2004.
(h) Section 7.02(b) is hereby amended by adding a new proviso to the
end of such Section to read as follows:
provided that, with respect to the fiscal year ending December 31,
2004 only, the Borrower shall have until the date that is twenty-one
(21) days after the delivery of the financial statements for the
fiscal year ended December 31, 2004, to deliver to the
Administrative Agent and each Lender such duly completed Compliance
Certificate; provided further that the Borrower shall not be
obligated to deliver a Compliance Certificate for any financial
statements restated pursuant to Section 7.01(d) hereof or for the
financial statements delivered for the fiscal quarter ended
September 30, 2004.
(i) The proviso at the end of the first sentence of Section 7.08 is
hereby amended to read as follows:
provided that, notwithstanding the foregoing, the Loan
Parties' failure to file within the time periods specified in the
SEC's rules and regulations the financial statements of the Parent
and its Subsidiaries for the fiscal quarter ended September 30, 2004
and the fiscal year ended December 31, 2004 shall not constitute a
breach of this Section 7.08 unless and until the Loan Parties shall
fail to file such financial statements with the SEC on or before May
2, 2005.
(j) Section 8.05 is hereby amended by adding a new sentence to the
end of such Section to read as follows:
Notwithstanding the foregoing, if the Borrower sells the Samaritan
Hospital or consummates the Summit Equity Disposition (as defined in
the Third Amendment) during the Operative Period, the Borrower shall
not have to comply with the provisions of clause (f)(i) with respect
to the sale of the Samaritan Hospital or the Summit Equity
Disposition.
2. Acknowledgement. The parties hereto acknowledge and agree that, subject
to the terms of this Section 2, during the Operative Period the Borrower may
request Loans from the Lenders and request that the L/C Issuer issue Letters of
Credit pursuant to the terms of Section 2.01 and 2.02 of the Credit Agreement,
as applicable. The Lenders and the L/C Issuer hereby agree to provide such
requested Loans or Letters of Credit, as applicable, to the Borrower during the
Operative Period, provided that (a) during the Operative Period the Total
Revolver Outstandings shall not exceed THIRTY FIVE MILLION DOLLARS
($35,000,000), (b) on the date such Loans or Letters of Credit are requested, no
Default or Event of Default exists or would result from such Credit Extension,
(c) the Borrower has complied with the provisions of Sections 5.02(c), (d) and
(e) of the Credit Agreement and (d) the Borrower has complied with the
provisions of Section 5.02(a) of the Credit Agreement other than with respect to
the representations set forth in Section 6.05(a), (b), (d) or (e) or Section
6.15 of the Credit Agreement with respect to the financial statements delivered
under the Credit Agreement prior to the Fourth Amendment Effective Date. At the
time of delivery of the Loan Notice with respect to any such Borrowing pursuant
to
3
this Section 2, the amount that the Borrower reasonably and in good faith
estimates will be the Cash Amount (as defined below) at 5:00 p.m. on the
requested date of such Borrowing (after giving effect to such Borrowing) shall
not exceed $10,000,000, and such Loan Notice shall contain a statement to that
effect. For purposes of this Amendment, the "Cash Amount" at any time on any day
shall be equal to (i) the aggregate amount of collected balances of all cash and
Cash Equivalents of the Loan Parties on such day, minus (ii) the aggregate
amount of the payments in such cash and Cash Equivalents that will be made (and
will reduce such cash and Cash Equivalents) at or after such time on such day.
Notwithstanding anything to the contrary in the Loan Documents, during the
Operative Period, each Loan Notice shall be in the form of Exhibit A attached
hereto.
3. Consent.
(a) Subject to the satisfaction of the conditions precedent set forth in
Section 4 of this Amendment, the Administrative Agent and the Lenders hereby (i)
consent to the Summit Equity Disposition (as defined in the Third Amendment)
notwithstanding the terms of Sections 8.05(c) of the Credit Agreement and (ii)
agree that neither the transfer of assets from Summit to Newco (in each case, as
defined in the Third Amendment) nor the Summit Equity Disposition shall count
toward the basket for permitted Dispositions contained in Section 8.05(e) of the
Credit Agreement; provided, that the Summit Equity Disposition is consummated on
or before May 2, 2005.
(b) Subject to the satisfaction of the conditions precedent set forth in
Section 4 of this Amendment, the Administrative Agent and the Lenders hereby
agree that the sale of the Samaritan Hospital shall not count toward the basket
for permitted Dispositions contained in Section 8.05(e) of the Credit Agreement;
provided, that the sale of the Samaritan Hospital is consummated on or before
May 2, 2005.
(c) Subject to the satisfaction of the conditions precedent set forth in
Section 4 of this Amendment, the Administrative Agent and the Lenders hereby
agree that, notwithstanding the Borrower's inability to comply with the
provisions of Section 5.02(a) with respect to the representations set forth in
Section 6.05(a), (b), (d) or (e) or Section 6.15 of the Credit Agreement with
respect to the financial statements delivered under the Credit Agreement prior
to the Fourth Amendment Effective Date, each Loan outstanding during the
Operative Period may be requested as, converted to or continued as a Eurodollar
Rate Loan.
(d) Subject to the satisfaction of the conditions precedent set forth in
Section 4 of this Amendment, the Administrative Agent and the Lenders hereby
agree that, notwithstanding the provisions of Section 8.05(a) of the Credit
Agreement, Xxxxxxxx shall be permitted to ground lease that certain real
property substantially described on Exhibit B attached hereto.
4. Conditions Precedent. This Amendment shall be effective as of the date
hereof upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of this Amendment executed
by the Borrower, the Guarantors, the Required Lenders, the Required
Revolving Lenders and the Administrative Agent; and
(b) receipt by the Administrative Agent, on behalf of each Lender
who executes this Amendment on or before 5:00 P.M. Eastern Standard Time
on December 22, 2004, a consent fee equal to 0.50% of (i) with respect to
each Lender holding a Revolving Commitment, such Lender's Revolving
Commitment and (ii) with respect to each Lender holding a portion of the
Term Loan, such Lender's Pro Rata Share of the outstanding Term Loan.
4
5. Miscellaneous.
(a) The Credit Agreement, as amended hereby, and the obligations of
the Loan Parties thereunder and under the other Loan Documents shall
remain in full force and effect according to their terms.
(b) Each Guarantor (i) acknowledges and consents to all of the terms
and conditions of this Amendment, (ii) affirms all of its obligations
under the Loan Documents, (iii) agrees that this Amendment and all
documents executed in connection herewith do not operate to reduce or
discharge its obligations under the Credit Agreement or the other Loan
Documents and (iv) hereby confirms and agrees that its Guaranty shall
continue and remain in full force and effect after giving effect to this
Amendment and that, notwithstanding any contrary terms in such Guaranty,
such Guaranty now applies to the Credit Agreement as amended by this
Amendment.
(c) The Borrower and the Guarantors hereby represent and warrant as
follows:
(i) Each Loan Party has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by
the Loan Parties and constitutes each of the Loan Parties' legal,
valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (A)
bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights
generally and (B) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or
in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or
governmental authority or third party is required in connection with
the execution, delivery or performance by any Loan Party of this
Amendment, other than those that have already been obtained and are
in full force and effect as of the date hereof.
(d) The Loan Parties represent and warrant to the Lenders that (i)
the representations and warranties of the Loan Parties set forth in
Article VI of the Credit Agreement (other than the representations
delivered or deemed delivered pursuant to Section 6.05(a), (b), (d) or (e)
or Section 6.15 of the Credit Agreement with respect to the financial
statements delivered under the Credit Agreement prior to the Fourth
Amendment Effective Date) and in each other Loan Document are true and
correct in all material respects as of the date hereof with the same
effect as if made on and as of the date hereof, except to the extent such
representations and warranties expressly relate solely to an earlier date
and (ii) no event has occurred and is continuing which constitutes a
Default or an Event of Default.
(e) The Borrower agrees to pay all reasonable costs and expenses of
the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment, including without limitation the reasonable
fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
(f) This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all
of which shall constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by telecopy shall be
5
effective as an original and shall constitute a representation that an
executed original shall be delivered.
(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date and year first
above written.
BORROWER: ARDENT HEALTH SERVICES, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
GUARANTORS: ARDENT HEALTH SERVICES LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
AHS ALBUQUERQUE HOLDINGS, LLC,
a New Mexico limited liability company
AHS CUMBERLAND HOSPITAL, LLC,
a Virginia limited liability company
AHS KENTUCKY HOLDINGS, INC.,
a Delaware corporation
AHS KENTUCKY HOSPITALS, INC.,
a Delaware corporation
AHS LOUISIANA HOLDINGS, INC.,
a Delaware corporation
AHS LOUISIANA HOSPITALS, INC.,
a Delaware corporation
AHS MANAGEMENT COMPANY, INC.,
a Tennessee corporation
AHS NEW MEXICO HOLDINGS, INC.,
a New Mexico corporation
AHS SAMARITAN HOSPITAL, LLC,
a Kentucky limited liability company
AHS S.E.D. MEDICAL LABORATORIES, INC.,
a New Mexico corporation
AHS SUMMIT HOSPITAL, LLC,
a Delaware limited liability company
ARDENT MEDICAL SERVICES, INC.,
a Delaware corporation
BEHAVIORAL HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each of the
foregoing Guarantors
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC,
a Delaware limited liability company
BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC,
a Delaware limited liability company
BHC XXXXXXX PARTNER, INC.,
a Delaware corporation
BHC MONTEVISTA HOSPITAL, INC.,
a Nevada corporation
BHC OF INDIANA, GENERAL PARTNERSHIP,
a Tennessee general partnership
BHC ALHAMBRA HOSPITAL, INC.,
a Tennessee corporation
BHC BELMONT PINES HOSPITAL, INC.,
a Tennessee corporation
BHC CEDAR VISTA HOSPITAL, INC.,
a California corporation
BHC COLUMBUS HOSPITAL, INC.,
a Tennessee corporation
BHC FAIRFAX HOSPITAL, INC.,
a Tennessee corporation
BHC FOX RUN HOSPITAL, INC.,
a Tennessee corporation
BHC FREMONT HOSPITAL, INC.,
a Tennessee corporation
BHC GULF COAST MANAGEMENT GROUP, INC.,
a Tennessee corporation
BHC HEALTH SERVICES OF NEVADA, INC.,
a Nevada corporation
BHC HERITAGE OAKS HOSPITAL, INC.,
a Tennessee corporation
BHC HOSPITAL HOLDINGS, INC.,
a Delaware corporation
BHC INTERMOUNTAIN HOSPITAL, INC.,
a Tennessee corporation
BHC LEBANON HOSPITAL, INC.,
a Tennessee corporation
BHC MANAGEMENT HOLDINGS, INC.,
a Delaware corporation
BHC MANAGEMENT SERVICES, LLC,
a Delaware limited liability company
BHC MANAGEMENT SERVICES OF INDIANA, LLC,
a Delaware limited liability company
BHC MANAGEMENT SERVICES OF KENTUCKY, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each of the
foregoing Guarantors
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BHC OF NORTHERN INDIANA, INC.,
a Tennessee corporation
BHC PHYSICIAN SERVICES OF KENTUCKY, LLC,
a Delaware limited liability company
BHC PINNACLE POINTE HOSPITAL, INC.,
a Tennessee corporation
BHC PROPERTIES, INC.,
a Tennessee corporation
BHC SIERRA VISTA HOSPITAL, INC.,
a Tennessee corporation
BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.,
a Tennessee corporation
BHC STREAMWOOD HOSPITAL, INC.,
a Tennessee corporation
BHC WINDSOR HOSPITAL, INC.,
an Ohio corporation
COLUMBUS HOSPITAL, LLC,
a Delaware limited liability company
INDIANA PSYCHIATRIC INSTITUTES, INC.,
a Delaware corporation
LEBANON HOSPITAL, LLC,
a Delaware limited liability company
MESILLA VALLEY GENERAL PARTNERSHIP,
a New Mexico general partnership
MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.,
a New Mexico corporation
NORTHERN INDIANA HOSPITAL, LLC,
a Delaware limited liability company
XXXXX VISTA, LLC,
a Delaware limited liability company
WILLOW SPRINGS, LLC,
a Delaware limited liability company
AHS RESEARCH AND REVIEW, LLC,
a New Mexico limited liability company
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each of the
foregoing Guarantors
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
AHS ACADEMIC HEALTH CENTER, LLC., a Delaware
limited liability company
AHS XXXXXXX HOSPITAL, LLC, a Delaware limited
liability company
AHS CLEVELAND HOSPITAL, LLC, a Delaware limited
liability company
AHS XXXXXXX HOSPITAL, LLC, a Delaware limited
liability company
AHS EASTERN OKLAHOMA MEDICAL CENTER, LLC, a
Delaware limited liability company
AHS HENRYETTA HOSPITAL, LLC, a Delaware limited
liability company
AHS HILLCREST MEDICAL CENTER, LLC, a Delaware
limited liability company
AHS HILLCREST SPECIALTY HOSPITAL, LLC, a
Delaware limited liability company
AHS MANAGEMENT SERVICES OF OKLAHOMA, LLC, a
Delaware limited liability company
AHS OKLAHOMA HEALTH SYSTEM, LLP, a Delaware
limited liability partnership
AHS OKLAHOMA HOLDINGS, INC., a Delaware
corporation
AHS OKLAHOMA HOSPITALS, INC., a Delaware
corporation
AHS OKLAHOMA PHYSICIAN GROUP, LLC, a
Delaware limited liability company
AHS PAWNEE HOSPITAL, LLC, a Delaware limited
liability company
AHS RIVERSIDE PHO, LLC, a Delaware limited
liability company
AHS TULSA HOLDINGS, LLC, a Delaware limited
liability company
AHS TULSA REGIONAL MEDICAL CENTER, LLC, a
Delaware limited liability company
AHS XXXXXXX HOSPITAL, LLC, a Delaware limited
liability company
BHC MANAGEMENT SERVICES OF LOUISIANA, LLC, a
Delaware limited liability company
BHC MANAGEMENT SERVICES OF TULSA, LLC, a
Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each of the
foregoing Guarantors
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BLOOMINGTON XXXXXXX, X.X., a
Delaware general partnership
By: BHC of Indiana, General Partnership,
its partner
By: BHC Xxxxx Vista Hospital, Inc., as
a partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each
of the foregoing Guarantors.
By: Indiana Psychiatric Institutes, Inc.,
its partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President of each
of the foregoing Guarantors
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ADMINISTRATIVE
AGENT:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent and Swing Line Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
L/C ISSUERS: BANK ONE, NA,
as an L/C Issuer
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: First Vice President
CITIBANK N.A.,
as an L/C Issuer
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANK OF OKLAHOMA, N.A.,
as an L/C Issuer
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: AVP
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LENDERS: CITICORP NORTH AMERICA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANK ONE, NA,
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: First Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Principal
BANK OF OKLAHOMA, N.A.
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: AVP
FIFTH THIRD BANK, N.A.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
OLD NATIONAL BANK
By: /s/ Xxxxxx XxXxxxxx
-------------------------------
Name: Xxxxxx XxXxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX FARGO BANK N.A.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
UBS AG, CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
Title: Associate Director
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BIRCHWOOD FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Landmark II COO LTD Aladdin Capital
By: /s/ Xxxxxxx X. Luthris
-----------------------------------
Name: Xxxxxxx X. Luthris
Title: Authorized Signature
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ARES III CLO Ltd. Ares IX CLO Ltd
By: ARES CLO Management LLC By: Ares CLO Management IX, L.P,
Investment Manager
By: /s/ Xxxx Xxxxx By: Ares CLO GP IX, LLC,
-------------------------------- Its General Partner
Name: XXXX XXXXX
Title: VICE PRESIDENT
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P., By: /s/ Xxxx Xxxxx
Investment Manager -----------------------------------
Name: XXXX XXXXX
By: Ares CLO GP VII, LLC, Title: VICE PRESIDENT
Its General Partner
ARES ENHANCED LOAN INVESTMENT
STRATEGY, LTD.
By: /s/ Xxxx Xxxxx By: Ares Enhanced Loan Management, L.P,
-------------------------------- Investment Manager
Name: XXXX XXXXX
Title: VICE PRESIDENT By: Ares Enhanced Loan GP, LLC
Its General Partner
Ares VIII CLO Ltd.
By: Ares CLO Management VIII, L.P, By: /s/ Xxxx Xxxxx
Investment Manager -----------------------------------
Name: XXXX XXXXX
By: Ares CLO GP VIII, LLC, Title: VICE PRESIDENT
Its General Partner
By: /s/ Xxxx Xxxxx
--------------------------------
Name: XXXX XXXXX
Title: VICE PRESIDENT
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXXX'X ISLAND CLO II, LTD.
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
/s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ATRIUM III
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
CSAM FUNDING II
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
CSAM FUNDING III
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
CSAM SLF
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ACCESS INSTITUTIONAL LOAN FUND
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
MARKET SQUARE CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
MUIRFIELD TRADING LLC
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ROSEMONT CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BIG SKY III SENIOR LOAN TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
COSTANTINUS & XXXXX XXXXX CDO V, L.P,
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX CDO III, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX CDO VI, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX
LIMITED DURATION INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX SENIOR
FLOATING-RATE TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX FLOATING-RATE
INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXXXX & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
TOLLI & CO.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
As Sub-Adviser
By: /s/ Xxxx Xxxxx
----------------------------------
Name: XXXX XXXXX
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management, LLC
As Investment Manager
By: /s/ Xxxx Xxxxx
----------------------------------
Name: XXXX XXXXX
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Adviser
By: /s/ Xxxx Xxxxx
----------------------------------
Name: XXXX XXXXX
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SEMINOLE FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN CLO III, LIMITED
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN CLO IV, LIMITED
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN FLOATING RATE
DAILY ACCESS FUND
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Asst. Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Asst. Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxx Xxx
Title: Asst. Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
EMERALD ORCHARD LIMITED
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Attorney-in-Fact
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
HIGHLAND FLOATING RATE ADVANTAGE FUND
BY: Highland Capital Management, L.P., its
Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
HIGHLAND FLOATING RATE LIMITED
LIABILITY COMPANY
BY: Highland Capital Management L.P., it
Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LOAN FUNDING VII LLC
BY: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LOAN STAR STATE TRUST
BY ITS INVESTMENT MANAGER, HIGHLAND CAPITAL
MANAGEMENT, L.P.
BY ITS GENERAL PARTNER, STRAND ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ELF FUNDING TRUST I
BY: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ING PRIME RATE TRUST
By: ING INVESTMENT MANAGEMENT, CO.
AS ITS INVESTMENT MANANGER
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
ING SENIOR INCOME FUND
BY: ING INVESTMENT MANAGEMENT, CO.
AS ITS INVESTMENT MANAGER
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
INVESCO EUROPEAN CDO I.S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LOAN FUNDING IX LLC
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PETRUSSE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Premium Loan Trust I, Ltd.
By: /s/ Xxxxxxx X. Xxx Xxxx
------------------------------------
Name: Xxxxxxx X. Xxx Xxxx
Title: Managing Director
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC
As Collateral Manager
By: /s/ Farboud Tavangar
------------------------------------
Name:
Title: LYON CAPITAL MANAGEMENT LLC
Farboud Tavangar
Senior Portfolio Manager
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
By: /s/ Farboud Tavangar
------------------------------------
Name:
Title: LYON CAPITAL MANAGEMENT LLC
Farboud Tavangar
Senior Portfolio Manager
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
RIVIERA FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Master Senior Floating Rate Trust
BY: /s/ Savitri Alex
------------------------------------
SAVITRI ALEX
AUTHORIZED SIGNATORY
Floating Rate Income Strategies Fund II, Inc.
By: /s/ Savitri Alex
------------------------------------
SAVITRI ALEX
AUTHORIZED SIGNATORY
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
VENTURE IV CDO LIMITED
Its Investment Advisor MJX Asset Mgmt, LLC
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Xxxxxxx Prime Income Trust.
By: /s/ illegible
------------------------------------
Name:
Title: Executive Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Mountain Capital CLO III Ltd
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ADDISON CDO, LIMITED
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
JISSEKIKUN FUNDING, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LOAN FUNDING III LLC
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PIMCO FLOATING INCOME FUND
By: Pacific Investment Management Company LLC,
as its Investment Advisor, acting through
Investors Fiduciary Trust Company in the
Nominee Name of IFTCO
BY: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PIMCO FLOATING RATE INCOME FUND
By: Pacific Investment Management Company LLC,
as its Investment Advisor, acting through
Investors Fiduciary Trust Company in the
Nominee Name of IFTCO
BY: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PIMCO FLOATING RATE STRATEGY FUND
By: Pacific Investment Management Company LLC,
as its Investment Advisor, acting through
Investors Fiduciary Trust Company in the
Nominee Name of IFTCO
BY: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PIMCO HIGH YIELD FUND
By: Pacific Investment Management Company LLC,
as its Investment Advisor for the PIMCO High
Yield Fund, acting through Investors Fiduciary
Trust Company in the Nominee Name of IFTCO
BY: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SEQUILS-MAGNUM, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SOUTHPORT CLO, LIMITED
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
WAVELAND - INGOTS, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
WRIGLEY CDO, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
BY: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
XXXXX X. XXXXXXXXXX
MANAGING DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
PPM MONARCH BAY FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
BOSTON HARBOR CLO 2004-1, Ltd.
/s/ Xxxx Xxxxx
---------------------------------------------
By: Xxxx Xxxxx
Title: V.P.
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
EAGLE LOAN TRUST
BY: XXXXXXXXX CAPITAL PARTNERS, LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXXXXXX ARBITRAGE CDO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXXXXXXXX MODENA CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS, LLC
AS ITS ASSET MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Xxxxxxxxx/RMF Transatlantic CDO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
APEX ( Trimaran) CDO I, LTD.
By: Trimaran Advisors, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXX XXXXXX
SENIOR INCOME TRUST
BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: XXXX XXXXX
Title: EXECUTIVE DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
XXX XXXXXX
SENIOR LOAN FUND
BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: XXXX XXXXX
Title: EXECUTIVE DIRECTOR
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
FOOTHILL INCOME TRUST II X.X.
by FIT II G.P, LLC
Its General Partner
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Member
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
WESTERN ASSET FLOATING RATE HIGH INCOME
FUND, LLC
By: /s/ illegible
------------------------------------
Name:
Title:
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT A
FORM OF LOAN NOTICE
Date: __________, 200__
To: Citicorp North America, Inc., as Administrative Agent
Re: Credit Agreement (as amended, modified, supplemented and extended from
time to time, the "Credit Agreement") dated as of August 19, 2003 among
Ardent Health Services, Inc., a Delaware corporation (the "Borrower"), the
Guarantors identified therein, the Lenders identified therein, and
Citicorp North America, Inc., as Administrative Agent. Capitalized terms
used but not otherwise defined herein have the meanings provided in the
Credit Agreement.
Ladies and Gentlemen:
The undersigned hereby requests (select one):
[ ] A Borrowing of Revolving Loans
[ ] A Borrowing of Incremental Term Loans
[ ] A conversion or continuation of Revolving Loans
[ ] A conversion or continuation of Incremental Term Loans
1. On _______________, 200__ (which is a Business Day).
2. In the amount of $__________.
3. Comprised of __________ (Type of Loan requested).
4. For Eurodollar Rate Loans: with an Interest Period of __________ months.
With respect to any Borrowing or any conversion or continuation requested
herein, the Borrower hereby represents and warrants that (i) in the case of a
Borrowing of Revolving Loans, such request complies with the requirements of the
proviso to the first sentence of Section 2.01(a) of the Credit Agreement, (ii)
in the case of a Borrowing or any conversion or continuation, each of the
conditions set forth in Section 5.02 of the Credit Agreement have been satisfied
on and as of the date of such Borrowing or such conversion or continuation other
than those in Section 5.02(a) with respect to the representations set forth in
Section 6.05(a), (b), (d) or (e) or Section 6.15 of the Credit Agreement with
respect to the financial statements delivered under the Credit Agreement prior
to the Fourth Amendment Effective Date and (iii) in the case of a Borrowing of
an Incremental Term Loan, each of the conditions set forth in Section 5.03 of
the Credit Agreement have been satisfied.
ARDENT HEALTH SERVICES, INC.,
a Delaware corporation
By:_________________________
Name:
Title:
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT B
Legal Description
ARDENT HEALTH SERVICES, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
LEGAL DESCRIPTION
FOR
A PORTION OF TRACT 1-A
ST. XXXXXX XXXX MESA HOSPITAL
PARADISE HEIGHTS - UNIT ONE
Being that certain parcel of land situate within the Town of Alameda Grant in
projected Xxxxxxx 0, Xxxxxxxx X0 Xxxxx, Xxxxx 0 Xxxx, Xxx Xxxxxx Principal
Meridian, Bernalillo County, New Mexico, comprised of a portion of Tract 1-A,
St. Xxxxxx Xxxx Mesa Hospital, Paradise Heights, Unit One, as shown and
designated on the plat which was filed for record in the Office of the County
Clerk of Bernalillo County, New Mexico, on December 15, 1983, in Map Book C22,
Folio 163; and being more particularly described as follows:
BEGINNING, FOR A TIE, at the northwest xxxxx of said Tract 1-A, whence the
U.S.G.S. Brass Tablet stamped "Black 2, 1977", having New Mexico State Plane
coordinate values (Central Zone) of Y=1,530,241.52 and X=372,920.43 bears
S.38(degree)2l 19" E.. a distance of 1773.37 feet; thence,
S.89(degree)43'09" E., a distance of 421.64 feet along the northerly boundary
line of said Tract 1-A to the northeast xxxxx of the parcel of land herein
described; thence,
Along the proposed lot line of the parcel of land herein described as follows:
S.00(degree)16'51"W., a distance of 262.77 feet to a point; thence,
S.66(degree)47'04"E., a distance of 84.96 feet to a point; thence,
S.23(degree)12'21"W., a distance of 143.98 feet to a point; thence,
N.66(degree)47'04"W., a distance of 218.47 feet to a point; thence,
S.23(degree)12'56"W., a distance of 225.88 feet to a point; thence,
S.66(degree)47'04"E., a distance of 83.07 feet to a point; thence,
S.23(degree)12'04"W., a distance of 103.00 feet to a point on the northerly
right-of-way line of XxXxxxx Xxxxxxxxx, X.X. being the southeasterly corner of
the parcel of land herein described; thence,
N.66(degree)47'04"W., a distance of 207.16 feet along the northerly right-of-way
line of XxXxxxx Xxxxxxxxx, X.X. to the southwest corner of said Tract 1-A;
thence
N.00(degree)15'46"E., a distance of 597.89 feet to the northwest corner and
POINT OF BEGINNING of the parcel of land herein described, and containing
219,207 square feet (5.0323 acres), more or less.
