EX-10.1 FIRST SUPPLEMENTAL INDENTURE

EX-10.1 2 g92611exv10w1.txt EX-10.1 FIRST SUPPLEMENTAL INDENTURE 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, Lovelace 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. 2 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 MEADOWS PARTNER, INC. BHC MONTEVISTA HOSPITAL, INC. 3 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 VALLE VISTA HOSPITAL, INC. BHC WINDSOR HOSPITAL, INC. BLOOMINGTON MEADOWS, G.P. 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 VALLE VISTA, LLC WILLOW SPRINGS, LLC By: /s/ Stephen C. Petrovich ------------------------------------------ Name: Stephen C. Petrovich Title: Senior Vice President and Secretary ARDENT HEALTH SERVICES, INC. By: /s/ Stephen C. Petrovich ------------------------------------------ Name: Stephen C. Petrovich Title: Senior Vice President, General Counsel and Secretary ARDENT HEALTH SERVICES LLC By: /s/ Stephen C. Petrovich ------------------------------------------ Name: Stephen C. Petrovich Title: Senior Vice President, General Counsel and Secretary 4 U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Richard H. Prokosch --------------------------------- Name: Richard H. Prokosch Title: Vice President 5