Ardent Health Partners, LLC Sample Contracts

Ardent Health Partners, LLC – RELATIVE RIGHTS AGREEMENT (December 4th, 2018)

THIS RELATIVE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2018 (the “Closing Date”), among Barclays Bank PLC, as administrative agent under the ABL Credit Agreement (such term, and each other term used but not defined in this preamble or in the preliminary statements to this Agreement, having the meaning assigned thereto in Section 1.1), Barclays Bank PLC, as collateral agent under the ABL Credit Agreement, Barclays Bank PLC, as administrative agent under the Term Loan Agreement, U.S. Bank National Association, as trustee under the Indenture, and the Landlord, and acknowledged by each of the parties listed on the Schedule of Tenants attached hereto and incorporated herein by reference (collectively, the “Tenants”) and each of the parties listed on the Schedule of Guarantors attached hereto and incorporated herein by reference (collectively, the “Guarantors”, and together with the Tenants, the “Obligors”).

Ardent Health Partners, LLC – ARDENT HEALTH PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated June 21, 2017 (December 4th, 2018)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) dated June 21, 2017, and effective as of March 13, 2017 (the “A&R Effective Date”), is among the unitholders of Ardent Health Partners, LLC, a Delaware limited liability company (the “Company”).

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (December 4th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 16, 2017 by and between AHS Management Company, Inc. (the “Employer”), and Paul Kappelman, an individual (“Employee”).

Ardent Health Partners, LLC – FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT HEALTH PARTNERS, LLC (December 4th, 2018)

This Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Ardent Health Partners, LLC, a Delaware limited liability company (the “Company”), is adopted, executed and entered into as of August 14, 2018 by EGI-AM Investments, L.L.C. (“EGI-AM Investments”) and ALH Holdings, LLC (“Ventas”).

Ardent Health Partners, LLC – FOURTH AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (December 4th, 2018)

This FOURTH AMENDMENT TO MASTER LEASE (the “Fourth Amendment”) is dated as of June 28, 2018 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a AHP Health Partners, Inc. and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (December 4th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2015 by and between AHS Management Company, Inc. (the “Employer”), and Clint B. Adams, an individual (“Employee”).

Ardent Health Partners, LLC – TERM LOAN CREDIT AGREEMENT Dated as of June 28, 2018 among AHP HEALTH PARTNERS, INC., as Borrower, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent, and The Other Lenders Party Hereto Arranged by: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Book Runners (December 4th, 2018)

This TERM LOAN CREDIT AGREEMENT is entered into as of June 28, 2018 among AHP HEALTH PARTNERS, INC., a Delaware corporation (the “Borrower”), ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (“Parent”), as Parent, the Guarantors (defined herein), the Lenders (defined herein) and BARCLAYS BANK PLC, as Administrative Agent.

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (December 4th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2015 by and between AHS Management Company, Inc. (the “Employer”), and David T. Vandewater, an individual (“Employee”).

Ardent Health Partners, LLC – REGISTRATION RIGHTS AGREEMENT (December 4th, 2018)

This Registration Rights Agreement (the “Agreement”) dated July 3, 2015 is among EGI-AM Holdings, L.L.C., a Delaware limited liability company (the “Company”), and the Company equityholders who are party to this Agreement (the “Investors”). The Company and the Investors are collectively referred to herein as the “Parties”. Capitalized terms used herein are defined in Section 12.

Ardent Health Partners, LLC – MASTER LEASE Between VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company, as “Landlord” and Each of the Entities Identified on Schedule 1, as “Tenant” August 4, 2015 (December 4th, 2018)

This Master Lease (this “Lease”) is entered into as of August 4, 2015 (the “Effective Date”) by and between VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”), and each of the entities identified on Schedule 1-B (individually and collectively, “Tenant”).

Ardent Health Partners, LLC – SECOND AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (December 4th, 2018)

This SECOND AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (the “Amendment”) is dated as of March 13, 2017 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, INC., a Delaware corporation and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – ABL CREDIT AGREEMENT Dated as of June 28, 2018 among AHP HEALTH PARTNERS, INC., AHS EAST TEXAS HEALTH SYSTEM, LLC and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, as Borrowers, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and The Other Lenders Party Hereto Arranged by: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and BANK OF AMERICA, N.A., as Joint Lead Arrangers and Joint Book Runners and CAPITAL ONE, NATIONAL ASSOCIATION and SIEMENS FINANCIAL SERVICES, INC., as Documentation Agents (December 4th, 2018)

This ABL CREDIT AGREEMENT is entered into as of June 28, 2018 among AHP HEALTH PARTNERS, INC., a Delaware corporation (“Company”), AHS EAST TEXAS HEALTH SYSTEM, LLC, a Texas limited liability company (“AHS East Texas”), ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (“Parent”), as Parent, the Subsidiaries of the Company and AHS East Texas from time to time party hereto as Borrowers, the Guarantors (defined herein), the Lenders (defined herein), BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender, and Collateral Agent, and the L/C Issuers (as defined herein).

Ardent Health Partners, LLC – INDENTURE Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.75% SENIOR NOTES DUE 2026 (December 4th, 2018)

INDENTURE, dated as of June 28, 2018, among AHP Health Partners, Inc. (the “Company”), Ardent Health Partners, LLC (“Parent”), the Note Guarantors (as defined herein) from time to time party hereto and U.S. Bank National Association, as trustee (the “Trustee”).

Ardent Health Partners, LLC – FIRST AMENDMENT TO MASTER LEASE (December 4th, 2018)

THIS FIRST AMENDMENT TO MASTER LEASE (this “Amendment”) is entered into as of March 6, 2017, by and between: (a) ALL ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO AS A LANDLORD (individually and collectively, “Landlord”); (b) ALL ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO AS A TENANT (individually and collectively, “Tenant”); and (c) ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (f/k/a EGI-AM Holdings, L.L.C.), ARDENT LEGACY HOLDINGS, INC., a Delaware corporation, and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – THIRD AMENDMENT TO MASTER LEASE (December 4th, 2018)

This THIRD AMENDMENT TO MASTER LEASE (the “Amendment”) is dated as of February 26, 2018 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a AHP Health Partners, Inc. and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – SECOND AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (October 26th, 2018)

This SECOND AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (the “Amendment”) is dated as of March 13, 2017 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, INC., a Delaware corporation and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – TERM LOAN CREDIT AGREEMENT Dated as of June 28, 2018 among AHP HEALTH PARTNERS, INC., as Borrower, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent, and The Other Lenders Party Hereto Arranged by: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Book Runners (October 26th, 2018)

This TERM LOAN CREDIT AGREEMENT is entered into as of June 28, 2018 among AHP HEALTH PARTNERS, INC., a Delaware corporation (the “Borrower”), ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (“Parent”), as Parent, the Guarantors (defined herein), the Lenders (defined herein) and BARCLAYS BANK PLC, as Administrative Agent.

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (October 26th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 16, 2017 by and between AHS Management Company, Inc. (the “Employer”), and Paul Kappelman, an individual (“Employee”).

Ardent Health Partners, LLC – MASTER LEASE Between VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company, as “Landlord” and Each of the Entities Identified on Schedule 1, as “Tenant” August 4, 2015 (October 26th, 2018)

This Master Lease (this “Lease”) is entered into as of August 4, 2015 (the “Effective Date”) by and between VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”), and each of the entities identified on Schedule 1-B (individually and collectively, “Tenant”).

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (October 26th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2015 by and between AHS Management Company, Inc. (the “Employer”), and Stephen C. Petrovich, an individual (“Employee”).

Ardent Health Partners, LLC – FOURTH AMENDMENT TO MASTER LEASE AND GUARANTY OF MASTER LEASE (October 26th, 2018)

This FOURTH AMENDMENT TO MASTER LEASE (the “Fourth Amendment”) is dated as of June 28, 2018 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a AHP Health Partners, Inc. and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (October 26th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2015 by and between AHS Management Company, Inc. (the “Employer”), and David T. Vandewater, an individual (“Employee”).

Ardent Health Partners, LLC – EMPLOYMENT AGREEMENT (October 26th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2015 by and between AHS Management Company, Inc. (the “Employer”), and Clint B. Adams, an individual (“Employee”).

Ardent Health Partners, LLC – ABL CREDIT AGREEMENT Dated as of June 28, 2018 among AHP HEALTH PARTNERS, INC., AHS EAST TEXAS HEALTH SYSTEM, LLC and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, as Borrowers, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and The Other Lenders Party Hereto Arranged by: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and BANK OF AMERICA, N.A., as Joint Lead Arrangers and Joint Book Runners and CAPITAL ONE, NATIONAL ASSOCIATION and SIEMENS FINANCIAL SERVICES, INC., as Documentation Agents (October 26th, 2018)

This ABL CREDIT AGREEMENT is entered into as of June 28, 2018 among AHP HEALTH PARTNERS, INC., a Delaware corporation (“Company”), AHS EAST TEXAS HEALTH SYSTEM, LLC, a Texas limited liability company (“AHS East Texas”), ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (“Parent”), as Parent, the Subsidiaries of the Company and AHS East Texas from time to time party hereto as Borrowers, the Guarantors (defined herein), the Lenders (defined herein), BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender, and Collateral Agent, and the L/C Issuers (as defined herein).

Ardent Health Partners, LLC – THIRD AMENDMENT TO MASTER LEASE (October 26th, 2018)

This THIRD AMENDMENT TO MASTER LEASE (the “Amendment”) is dated as of February 26, 2018 by and among VTR Hillcrest MC Tulsa, LLC, VTR Hillcrest HS Tulsa, LLC, VTR Bailey MC, LLC, VTR Heart Hospital, LLC, VTR Lovelace WH, LLC, VTR Lovelace Westside, LLC, VTR Lovelace Roswell, LLC, VTR Lovelace MC & Rehab, LLC, VTR Hillcrest Claremore, LLC and VTR Baptist SA, LLC, each a Delaware limited liability company (individually and collectively, “Landlord”); the entities listed on Schedule 1 attached hereto (individually and collectively, “Tenant”); and ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a EGI-AM Holdings, L.L.C., ARDENT LEGACY HOLDINGS, LLC, a Delaware limited liability company, AHS LEGACY OPERATIONS, LLC, a Delaware limited liability company, AHP HEALTH PARTNERS, LLC, a Delaware limited liability company, f/k/a AHP Health Partners, Inc. and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).

Ardent Health Partners, LLC – RELATIVE RIGHTS AGREEMENT (October 26th, 2018)

THIS RELATIVE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2018 (the “Closing Date”), among Barclays Bank PLC, as administrative agent under the ABL Credit Agreement (such term, and each other term used but not defined in this preamble or in the preliminary statements to this Agreement, having the meaning assigned thereto in Section 1.1), Barclays Bank PLC, as collateral agent under the ABL Credit Agreement, Barclays Bank PLC, as administrative agent under the Term Loan Agreement, U.S. Bank National Association, as trustee under the Indenture, and the Landlord, and acknowledged by each of the parties listed on the Schedule of Tenants attached hereto and incorporated herein by reference (collectively, the “Tenants”) and each of the parties listed on the Schedule of Guarantors attached hereto and incorporated herein by reference (collectively, the “Guarantors”, and together with the Tenants, the “Obligors”).

Ardent Health Partners, LLC – REGISTRATION RIGHTS AGREEMENT (October 26th, 2018)

This Registration Rights Agreement (the “Agreement”) dated July 3, 2015 is among EGI-AM Holdings, L.L.C., a Delaware limited liability company (the “Company”), and the Company equityholders who are party to this Agreement (the “Investors”). The Company and the Investors are collectively referred to herein as the “Parties”. Capitalized terms used herein are defined in Section 12.

Ardent Health Partners, LLC – INDENTURE Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.75% SENIOR NOTES DUE 2026 (October 26th, 2018)

INDENTURE, dated as of June 28, 2018, among AHP Health Partners, Inc. (the “Company”), Ardent Health Partners, LLC (“Parent”), the Note Guarantors (as defined herein) from time to time party hereto and U.S. Bank National Association, as trustee (the “Trustee”).

Ardent Health Partners, LLC – FIRST AMENDMENT TO MASTER LEASE (October 26th, 2018)

THIS FIRST AMENDMENT TO MASTER LEASE (this “Amendment”) is entered into as of March 6, 2017, by and between: (a) ALL ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO AS A LANDLORD (individually and collectively, “Landlord”); (b) ALL ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO AS A TENANT (individually and collectively, “Tenant”); and (c) ARDENT HEALTH PARTNERS, LLC, a Delaware limited liability company (f/k/a EGI-AM Holdings, L.L.C.), ARDENT LEGACY HOLDINGS, INC., a Delaware corporation, and ARDENT LEGACY ACQUISITIONS, INC., a Delaware corporation (individually and collectively, “Guarantor”).