EX-10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 g92514exv10w1.txt EX-10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT 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 310 South Limestone Street 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 Lovelace 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, Lovelace 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 Moore & Van Allen, 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/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich Title: Senior Vice President, General Counsel and Secretary GUARANTORS: ARDENT HEALTH SERVICES LLC, a Delaware limited liability company By: /s/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich 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/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich 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 MEADOWS 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/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich 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 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/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich 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 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/ Stephen C. Petrovich ---------------------------------------- Name: Stephen C. Petrovich Title: Senior Vice President of each of the foregoing Guarantors ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT BLOOMINGTON MEADOWS, G.P., a Delaware general partnership By: BHC of Indiana, General Partnership, its partner By: BHC Valle Vista Hospital, Inc., as a partner By: /s/ Stephen C. Petrovich -------------------------------- Name: Stephen C. Petrovich Title: Senior Vice President of each of the foregoing Guarantors. By: Indiana Psychiatric Institutes, Inc., its partner By: /s/ Stephen C. Petrovich -------------------------------- Name: Stephen C. Petrovich 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/ Richard C. Zogheb ------------------------------- Name: Richard C. Zogheb Title: Vice President L/C ISSUERS: BANK ONE, NA, as an L/C Issuer By: /s/ Timothy K. Boyle ------------------------------- Name: Timothy K. Boyle Title: First Vice President CITIBANK N.A., as an L/C Issuer By: /s/ Richard C. Zogheb ------------------------------- Name: Richard C. Zogheb Title: Vice President BANK OF OKLAHOMA, N.A., as an L/C Issuer By: /s/ Holly Byrne ------------------------------- Name: Holly Byrne Title: AVP ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT LENDERS: CITICORP NORTH AMERICA, INC. By: /s/ Richard C. Zogheb ------------------------------- Name: Richard C. Zogheb Title: Vice President BANK ONE, NA, By: /s/ Timothy K. Boyle ------------------------------- Name: Timothy K. Boyle Title: First Vice President BANK OF AMERICA, N.A. By: /s/ Gabriela Millhorn ------------------------------- Name: Gabriela Millhorn Title: Principal BANK OF OKLAHOMA, N.A. By: /s/ Holly Byrne ------------------------------- Name: Holly Byrne Title: AVP FIFTH THIRD BANK, N.A. By: /s/ Sandy Hamrick ------------------------------- Name: Sandy Hamrick Title: GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jeffrey P. Hoffman ------------------------------- Name: Jeffrey P. Hoffman Title: Authorized Signatory OLD NATIONAL BANK By: /s/ Darrin McCauley ------------------------------- Name: Darrin McCauley Title: Senior Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT WELLS FARGO BANK N.A. By: /s/ Michael Rogholt ------------------------------- Name: Michael Rogholt Title: Vice President UBS AG, CAYMAN ISLANDS BRANCH By: /s/ Sailoz Sikka ------------------------------- Name: Sailoz Sikka Title: Associate Director By: /s/ David J. Kalal ------------------------------- Name: David J. Kalal Title: Executive Director ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT BIRCHWOOD FUNDING LLC By: /s/ Diana M. Himes ------------------------------- Name: Diana M. Himes Title: Assistant Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT Landmark II COO LTD Aladdin Capital By: /s/ William S. Luthris ----------------------------------- Name: William S. 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/ Jeff Moore By: Ares CLO GP IX, LLC, -------------------------------- Its General Partner Name: JEFF MOORE Title: VICE PRESIDENT Ares VII CLO Ltd. By: Ares CLO Management VII, L.P., By: /s/ Jeff Moore Investment Manager ----------------------------------- Name: JEFF MOORE By: Ares CLO GP VII, LLC, Title: VICE PRESIDENT Its General Partner ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. By: /s/ Jeff Moore By: Ares Enhanced Loan Management, L.P, -------------------------------- Investment Manager Name: JEFF MOORE 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/ Jeff Moore Investment Manager ----------------------------------- Name: JEFF MOORE By: Ares CLO GP VIII, LLC, Title: VICE PRESIDENT Its General Partner By: /s/ Jeff Moore -------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT HEWETT'S ISLAND CLO II, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager /s/ Jeffrey Megar --------------------------------------- Name: Jeffrey Megar Title: Managing Director ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT ATRIUM III By: /s/ David Lerner ----------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT CSAM FUNDING II By: /s/ David H. Lerner ----------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT CSAM FUNDING III By: /s/ David H. Lerner ----------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT CSAM SLF By: /s/ David H. Lerner ----------------------------------- Name: DAVID H. LERNER 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/ Dale Burrow ----------------------------------- Name: Dale Burrow 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/ Dale Burrow ----------------------------------- Name: Dale Burrow 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/ Dale Burrow ----------------------------------- Name: Dale Burrow 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/ Dale Burrow ----------------------------------- Name: Dale Burrow 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/ Dale Burrow ----------------------------------- Name: Dale Burrow Title: Senior Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT MUIRFIELD TRADING LLC By: /s/ Diana M. Himes ----------------------------------- Name: Diana M. Himes 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/ Dale Burrow ----------------------------------- Name: Dale Burrow Title: Senior Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT BIG SKY III SENIOR LOAN TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT COSTANTINUS & EATON VANCE CDO V, L.P, BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE CDO VI, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE LIMITED DURATION INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ----------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE FLOATING-RATE INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------- Name: Michael B. Botthof 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/ Michael B. Botthof ---------------------------------- Name: Michael B. Botthof Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT TOLLI & CO. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------- Name: Michael B. Botthof 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/ Adam Brown ---------------------------------- Name: ADAM BROWN 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/ Adam Brown ---------------------------------- Name: ADAM BROWN 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/ Adam Brown ---------------------------------- Name: ADAM BROWN Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT SEMINOLE FUNDING LLC By: /s/ Diana M. Himes ---------------------------------- Name: Diana M. Himes Title: Assistant Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN CLO I, LIMITED By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN CLO III, LIMITED By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN CLO IV, LIMITED By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN FLOATING RATE DAILY ACCESS FUND By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Asst. Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Asst. Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FRANKLIN FLOATING RATE TRUST By: /s/ Madeline Lam ---------------------------------- Name: Madeline Lam Title: Asst. Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EMERALD ORCHARD LIMITED By: /s/ Masood Fikree ---------------------------------- Name: Masood Fikree 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/ David W. Lancelot ---------------------------------- Name: David W. Lancelot 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/ David W. Lancelot ---------------------------------- Name: David W. Lancelot 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/ David W. Lancelot ---------------------------------- Name: David W. Lancelot 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/ David W. Lancelot ---------------------------------- Name: David W. Lancelot 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/ David W. Lancelot ---------------------------------- Name: David W. Lancelot 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/ Mohamed Basma ---------------------------------- Name: Mohamed Basma Title: Vice President ING SENIOR INCOME FUND BY: ING INVESTMENT MANAGEMENT, CO. AS ITS INVESTMENT MANAGER By: /s/ Mohamed Basma ---------------------------------- Name: Mohamed Basma 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/ Thomas H.B. Ewald ---------------------------------- Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ---------------------------------- Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ---------------------------------- Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald 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/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT Premium Loan Trust I, Ltd. By: /s/ Timothy S. Van Kirk ------------------------------------ Name: Timothy S. Van Kirk 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/ Diana M. Himes ------------------------------------ Name: Diana M. Himes 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/ Kenneth Ostmann ------------------------------------ Name: Kenneth Ostmann Title: Director ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT Morgan Stanley 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/ Chris Siddons ------------------------------------ Name: Chris Siddons 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/ Mohan V. Phansalkar ------------------------------------ MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ------------------------------------ MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ------------------------------------ MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ------------------------------------ MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ----------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ----------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ----------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar ----------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar -------------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar -------------------------------------- MOHAN V. PHANSALKAR 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/ Mohan V. Phansalkar -------------------------------------- MOHAN V. PHANSALKAR MANAGING DIRECTOR ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT PPM MONARCH BAY FUNDING LLC By: /s/ Diana M. Himes ----------------------------------------- Name: Diana M. Himes Title: Assistant Vice President ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT BOSTON HARBOR CLO 2004-1, Ltd. /s/ Beth Mazor --------------------------------------------- By: Beth Mazor Title: V.P. ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT EAGLE LOAN TRUST BY: STANFIELD CAPITAL PARTNERS, LLC AS ITS COLLATERAL MANAGER By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT STANFIELD ARBITRAGE CDO, LTD. BY: STANFIELD CAPITAL PARTNERS LLC AS ITS COLLATERAL MANAGER By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT STANFIELD MODENA CLO, LTD. BY: STANFIELD CAPITAL PARTNERS, LLC AS ITS ASSET MANAGER By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT APEX ( Trimaran) CDO I, LTD. By: Trimaran Advisors, LLC By: /s/ David M. Millison ----------------------------------------- Name: David M. Millison Title: Managing Director ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT VAN KAMPEN SENIOR INCOME TRUST BY: VAN KAMPEN INVESTMENT ADVISORY CORP. By: /s/ Brad Langs ----------------------------------------- Name: BRAD LANGS Title: EXECUTIVE DIRECTOR ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT VAN KAMPEN SENIOR LOAN FUND BY: VAN KAMPEN INVESTMENT ADVISORY CORP. By: /s/ Brad Langs ----------------------------------------- Name: BRAD LANGS Title: EXECUTIVE DIRECTOR ARDENT HEALTH SERVICES, INC. FIFTH AMENDMENT TO CREDIT AGREEMENT FOOTHILL INCOME TRUST II L.D. by FIT II G.P, LLC Its General Partner By: /s/ Dennis Ascher ----------------------------------------- Name: Dennis Ascher 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. JOSEPH WEST MESA HOSPITAL PARADISE HEIGHTS - UNIT ONE Being that certain parcel of land situate within the Town of Alameda Grant in projected Section 1, Township I1 North, Range 2 East, New Mexico Principal Meridian, Bernalillo County, New Mexico, comprised of a portion of Tract 1-A, St. Joseph West 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 comer 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 comer 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 McMahon Boulevard, N.W. 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 McMahon Boulevard, N.W. 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.