Ex-10.2 Amendment and Assignment

EX-10.2 3 g90619exv10w2.txt EX-10.2 AMENDMENT AND ASSIGNMENT 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 Merrill Lynch 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/ Timothy K. Boyle ------------------------------------ Name: Timothy K. Boyle Title: First Vice President CITICORP NORTH AMERICA, INC., as the new administrative agent By: /s/ Asghar Ali ------------------------------------ Name: Asghar Ali Title: VP AMENDMENT AND ASSIGNMENT ARDENT HEALTH SERVICES, INC., a Delaware corporation By: /s/ R. Dirk Allison ------------------------------------- Name: R. Dirk Allison Title: Executive Vice President and Chief Financial Officer ARDENT HEALTH SERVICES LLC, a Delaware limited liability company By: /s/ R. Dirk Allison -------------------------------------- Name: R. Dirk Allison 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. Dirk Allison -------------------------------------- Name: R. Dirk Allison 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. Dirk Allison -------------------------------------- Name: R. Dirk Allison 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 VALLE 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 VALLE 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. Dirk Allison -------------------------------------- Name: R. Dirk Allison Title: Senior Vice President of each of the foregoing Guarantors AMENDMENT AND ASSIGNMENT AHS ACADEMIC HEALTH CENTER, LLC., a Delaware limited liability company AHS BRISTOW HOSPITAL, LLC, a Delaware limited liability company AHS CLEVELAND HOSPITAL, LLC, a Delaware limited liability company AHS CUSHING 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 WAGONER 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. Dirk Allison -------------------------------------- Name: R. Dirk Allison 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

23. Lebanon Hospital, LLC Bank One, N.A. DE Delaware 8/20 ###-###-#### 5 24. Northern Indiana Hospital, LLC Bank One, N.A. DE Delaware 8/20 ###-###-#### 6 25. Valle Vista, LLC Bank One, N.A. DE Delaware 8/20 ###-###-#### 2 26. Willow Springs, LLC Bank One, N.A. DE Delaware 8/20 ###-###-#### 4 27. BHC Northwest Psychiatric Hospital, LLC Bank One, N.A. DE Delaware 8/20 ###-###-#### 0 28. BHC Valle 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 ###-###-####-6 63. BHC Health Services of Nevada Bank One, N.A. NV Nevada 8/20 ###-###-####-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~~