EXHIBIT 10.2
AMENDMENT AND ASSIGNMENT
THIS AMENDMENT AND ASSIGNMENT (the "Agreement") dated as of August 12,
2004, is by and among BANK ONE, NA, as the resigning administrative agent (the
"Resigning Administrative Agent"), CITICORP NORTH AMERICA, INC., as successor in
interest to Bank One, NA, as administrative agent (the "New Administrative
Agent") and the Loan Parties. Defined terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Amended Credit
Agreement (as defined below).
RECITALS:
1. Ardent Health Services, Inc., a corporation duly organized under the
laws of the State of Delaware (the "Borrower"), Ardent Health Services, LLC and
certain of its Subsidiaries, (collectively, the "Guarantors"), the Resigning
Administrative Agent, Bank of America, N.A. and UBS Securities LLC, as
Co-Syndication Agents, General Electric Capital Corporation and Xxxxxxx Xxxxx
Capital, as Co-Documentation Agents, and the other Lenders party thereto,
entered into that certain Credit Agreement dated as of August 19, 2003 (as
amended or modified from time to time, the "Existing Credit Agreement").
2. In conjunction with this Agreement, the Existing Credit Agreement is
being amended by that certain Third Amendment to Credit Agreement, dated as of
the date hereof, by and between the Borrower, the Guarantors, the Resigning
Administrative Agent, the New Administrative Agent, Bank of America, N.A., as
Syndication Agent, Bank One, NA, General Electric Capital Corporation and UBS
Securities LLC, as Co-Documentation Agents and the Lenders party thereto (the
"Third Amendment"; the Existing Credit Agreement as amended by the Third
Amendment, the "Amended Credit Agreement").
3. To secure the Obligations of the Loan Parties, the documents
identified on Schedule "A" hereto were executed and delivered (the "Lien
Documents").
4. Pursuant to the Third Amendment (i) the Resigning Administrative
Agent resigned as Administrative Agent for the Lenders under the Amended Credit
Agreement, (ii) the New Administrative Agent was appointed as Administrative
Agent for the Lenders under the Amended Credit Agreement and (iii) the Resigning
Administrative Agent agreed to assign to the New Administrative Agent all of the
Resigning Administrative Agent's rights, title and interest in, among other
things, the Lien Documents and the liens and security interests created in the
property described therein (such property, herein the "Collateral").
5. In furtherance of the provisions of the Third Amendment, the
Resigning Administrative Agent desires to assign all of its rights, title and
interest in and to the Lien Documents and the Collateral to the New
Administrative Agent.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed, and for the mutual
and dependent covenants herein contained, the parties hereto agree as follows:
1. Assignment. The Resigning Administrative Agent has TRANSFERRED,
ASSIGNED, GRANTED and CONVEYED and does by these presents TRANSFER, ASSIGN,
GRANT and CONVEY, unto the New Administrative Agent all of its right, title and
interest in and to the Lien Documents, together with any rider, addendum,
exhibit, schedule and attachment
thereto, and the Collateral, together with all attendant liens, rights, title,
assignments and interests (including security interests) pertaining to or
arising from the Lien Documents, ALL WITHOUT REPRESENTATION, WARRANTY OR
RECOURSE, except that the Resigning Administrative Agent represents and warrants
that (i) it is authorized to execute this document and perform its obligations
hereunder and (ii) its rights under the Lien Documents are not subject to any
lien or, to its knowledge, any other adverse claim.
2. Amendments.
(a) The definition of "Administrative Agent" in Section 1(c) of the
Security Agreement is hereby amended to read as follows:
"Administrative Agent" means Citicorp North America, Inc.
(b) The definition of "Administrative Agent" in Section 1(c) of the
Pledge Agreement is hereby amended to read as follows:
"Administrative Agent" means Citicorp North America, Inc.
3. Successors and Assigns. This Agreement is binding upon the Resigning
Administrative Agent and the Loan Parties and shall inure to the benefit of the
New Administrative Agent and its successors and assigns.
2. Further Assurances. The Resigning Administrative Agent and the Loan
Parties agree to execute and deliver such further documentation as may be
reasonably deemed necessary or desirable by the New Administrative Agent to
carry out the provisions and purposes of this Agreement and to preserve and
perfect the liens and security interests of the New Administrative Agent in the
Collateral.
3. Entire Agreement. This Agreement embodies the final entire agreement
of each of the New Administrative Agent, the Resigning Administrative Agent and
the Loan Parties and supersedes any and all prior commitments, agreements,
representations and understandings, whether written or oral, relating to this
Agreement and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties.
There are no oral agreements between the parties.
[the remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the following have executed this Agreement on the date
first above written.
BANK ONE, NA,
as the resigning administrative agent
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: First Vice President
CITICORP NORTH AMERICA, INC.,
as the new administrative agent
By: /s/ Xxxxxx Xxx
------------------------------------
Name: Xxxxxx Xxx
Title: VP
AMENDMENT AND ASSIGNMENT
ARDENT HEALTH SERVICES, INC.,
a Delaware corporation
By: /s/ R. Xxxx Xxxxxxx
-------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Executive Vice President and Chief Financial Officer
ARDENT HEALTH SERVICES LLC,
a Delaware limited liability company
By: /s/ R. Xxxx Xxxxxxx
--------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Executive Vice President and Chief Financial Officer
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/ R. Xxxx Xxxxxxx
--------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Senior Vice President of each of the foregoing Guarantors
AMENDMENT AND ASSIGNMENT
BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC,
a Delaware limited liability company
BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC,
a Delaware limited liability company
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/ R. Xxxx Xxxxxxx
--------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Senior Vice President of each of the foregoing Guarantors
AMENDMENT AND ASSIGNMENT
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 XXXXX VISTA 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/ R. Xxxx Xxxxxxx
--------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Senior Vice President of each of the foregoing Guarantors
AMENDMENT AND ASSIGNMENT
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/ R. Xxxx Xxxxxxx
--------------------------------------
Name: R. Xxxx Xxxxxxx
Title: Senior Vice President
AMENDMENT AND ASSIGNMENT
SCHEDULE "A"
Lien Documents
1. Security Agreement.
2. UCC-1 Financing Statements, as described on Schedule 1 attached hereto.
3. Pledge Agreement.
4. Stock Certificates and stock powers.
5. Intellectual Property Filings, as described on Schedule 2 attached hereto.
SCHEDULE 1
Previously Filed Financing Statements
UCC DEBTOR NAME SECURED PARTY FILE FILE FILE FILE
TYPE AND TAX ID NAME STATE JURISDICTION DATE NUMBER
---- ----------------------------------- -------------- ----- ------------ --------- ---------
1. Ardent Health Services, Inc. Bank One, N.A. DE Delaware 8/20/03 3233006 9
2. Ardent Health Services LLC Bank One, N.A. DE Delaware 8/20/03 3233007 7
3. AHS Kentucky Holdings, Inc. Bank One, N.A. DE Delaware 8/20/03 3233046 5
4. AHS Kentucky Hospitals, Inc. Bank One, N.A. DE Delaware 8/20/03 3233013 5
5. AHA Louisiana Holdings, Inc. Bank One, N.A. DE Delaware 8/20/03 3233014 3
6. AHS Louisiana Hospitals, Inc. Bank One, N.A. DE Delaware 8/20/03 3233019 2
7. AHS Summit Hospital, LLC Bank One, N.A. DE Delaware 8/20/03 3233021 8
8. Ardent Medical Services, Inc. Bank One, N.A. DE Delaware 8/20/03 3233032 5
9. Behavioral Healthcare Corporation Bank One, N.A. DE Delaware 8/20/03 3233026 7
10. BHC Hospital Holdings, Inc. Bank One, N.A. DE Delaware 8/20/03 3233034 1
11. BHC Management Holdings, Inc. Bank One, N.A. DE Delaware 8/20/03 3233037 4
12. BHC Management Services, LLC Bank One, N.A. DE Delaware 8/20/03 3233038 2
13. BHC Management Services, LLC Bank One, N.A. DE Delaware 8/20/03 3233038 2
14. BHC Management Services of Indiana, LLC Bank One, N.A. DE Delaware 8/20/03 3233043 2
15. BHC Management Services of Kentucky, LLC Bank One, N.A. DE Delaware 8/20/03 3233042 4
16. BHC Management Services of New Mexico, LLC Bank One, N.A. DE Delaware 8/20/03 3233044 0
17. BHC Management Services of Streamwood, LLC Bank One, N.A. DE Delaware 8/20/03 3233047 3
18. BHC Xxxxxxx Partner, Inc. Bank One, N.A. DE Delaware 8/20/03 3233053 1
19. BHC Physicians Services of Kentucky, LLC Bank One, N.A. DE Delaware 8/20/03 3233091 1
20. Bloomington Xxxxxxx, X.X. Bank One, N.A. DE Delaware 8/20/03 3233078 8
21. Columbus Hospital, LLC Bank One, N.A. DE Delaware 8/20/03 3233082 0
22. Indiana Psychiatric Institutes, Inc. Bank One, N.A. DE Delaware 8/20/03 3233086 1
23. Lebanon Hospital, LLC Bank One, N.A. DE Delaware 8/20/03 3233089 5
24. Northern Indiana Hospital, LLC Bank One, N.A. DE Delaware 8/20/03 3233239 6
25. Xxxxx Vista, LLC Bank One, N.A. DE Delaware 8/20/03 3233241 2
26. Willow Springs, LLC Bank One, N.A. DE Delaware 8/20/03 3233240 4
27. BHC Northwest Psychiatric Hospital, LLC Bank One, N.A. DE Delaware 8/20/03 3233242 0
28. BHC Xxxxx Vista Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042517
29. BHC Streamwood Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042516
30. BHC Spirit of St. Louis Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042515
31. BHC Sierra Vista Hospital, inc. Bank One, N.A. TN Tennessee 8/20/03 203-042514
32. BHC Properties, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042513
33. BHC Pinnacle Pointe Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042512
34. BHC of Northern Indiana, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042511
35. BHC of Indiana, General Partnership Bank One, N.A. TN Tennessee 8/20/03 203-042510
36. BHC Lebanon Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042509
37. BHC Intermountain Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042508
38. BHC Heritage Oaks Hospital, Inc. Bank one, N.A. TN Tennessee 8/20/03 203-042507
39. BHC Gulf Coast Management Group, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042506
40. BHC Fremont Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042505
41. BHC Fox Run Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042504
42. BHC Fairfax Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042503
43. BHC Columbus Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042502
44. BHC Belmont Pines Hospital, Inc. Bank Once, N.A. TN Tennessee 8/20/03 203-042501
45. BHC Alhambra Hospital, Inc. Bank One, N.A. TN Tennessee 8/20/03 203-042500
46. AHS Management Company, Inc. Bank One, N.A. TN Tennessee 8/25/03 203-043610
47. AHS Albuquerque Holdings, LLC Bank One, N.A. NM New Mexico 8/21/03 20030340196K
48. AHS Albuquerque Regional Medical Center, Bank One, N.A. NM New Mexico 8/21/03 20030340197M
LLC
49. AHS Albuquerque Physician Group, Inc. Bank One, N.A. NM New Mexico 8/21/03 20030340198A
50. AHS Albuquerque Rehabilitation Hospital, Bank One, N.A. NM New Mexico 8/21/03 20030340199B
LLC
51. AHS New Mexico Holdings, Inc. Bank One, N.A. NM New Mexico 8/21/03 20030340200F
52. AHS Northeast Heights Hospital, LLC Bank One, N.A. NM New Mexico 8/21/03 20030340201G
53. AHS S.E.D. Medical Laboratories, Inc. Bank One, N.A. NM New Mexico 8/21/03 20030340202H
54. AHS West Mesa Hospital, LLC Bank One, N.A. NM New Mexico 8/21/03 20030340203J
55. Mesilla Valley General Partnership Bank One, N.A. NM New Mexico 8/21/03 20030340204K
56. Mesilla Valley Hospital, Inc. Bank One, N.A. NM New Mexico 8/21/03 20030340205M
57. Mesilla Valley Mental Health Associates, Bank One, N.A. NM New Mexico 8/21/03 20030340206A
Inc.
58. AHS Research and Review, LLC Bank One, N.A. NM New Mexico 8/21/03 20030340207B
59. BHC Windsor Hospital, Inc. Bank One, N.A. OH Ohio 8/21/03 OH00067619434
60. BHC Cedar Vista Hospital, Inc. Bank One, N.A. CA California 8/21/03 0323460554
61. AHS Cumberland Hospital, LLC Bank One, N.A. VA Virginia 8/21/03 0308217282-9
62. BHC Montevista Hospital, Inc. Bank One, N.A. NV Nevada 8/20/03 2003022488-6
63. BHC Health Services of Nevada Bank One, N.A. NV Nevada 8/20/03 0000000000-1
SCHEDULE 2
TO
ASSIGNMENT OF LIENS
Intellectual Property Filings
ARDENT HEALTH SERVICES, INC.
DEBTOR NAME SECURED PARTY NAME FILING OFFICE FILING NUMBER/DATE
---------------------------- ------------------ ---------------------------------- ----------------------
Ardent Health Services, Inc. Bank One, NA United States Patent and Trademark Reel 002724 Frame 0450
Office October 2, 2003
