ARDENT HEALTH SERVICES LLC
EX-10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g91878exv10w1.txt
<DESCRIPTION>EX-10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                               FOURTH AMENDMENT TO
                                CREDIT AGREEMENT

         THIS FOURTH AMENDMENT to Credit Agreement (this "Amendment") dated as
of November 12, 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 and that certain Third
Amendment to Credit Agreement dated as of August 12, 2004 (as further amended,
modified and supplemented from time to time, the "Credit Agreement");

         WHEREAS, the Borrower has requested the Required Lenders to amend the
Credit Agreement as set forth herein; and

         WHEREAS, the Required 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 definition is hereby added to Section 1.01
         in the appropriate alphabetical order and shall read as follows:

                           "Fourth Amendment Effective Date" means November 12,
                  2004.

                  (b) The last sentence in the definition of "Consolidated
         EBITDA" in Section 1.01 is hereby amended to read as follows:

                           Notwithstanding anything to the contrary in this
                  Agreement, for purposes of calculating the Consolidated
                  Interest Coverage Ratio, the Consolidated Leverage Ratio and
                  the Consolidated Senior Leverage Ratio as of the end of the
                  fiscal quarters ending September 30, 2004, December 31, 2004
                  and March 31, 2005, Consolidated EBITDA for the twelve month
                  period ending as of the applicable fiscal quarter shall be an
                  amount for such period as agreed to by the Parent and the
                  Required Lenders.

                  (c) A new proviso is hereby added immediately prior to the
         period (".") now appearing at the end of Section 7.01(b)(i) to read as
         follows:


<PAGE>

                  ; provided that, notwithstanding the foregoing, with respect
                  to the fiscal quarter ended September 30, 2004 only, the Loan
                  Parties shall have until January 14, 2005 to deliver to the
                  Administrative Agent and the Lenders all the financial
                  statements required by Section 7.01(b)(i) as of the end of the
                  fiscal quarter ended September 30, 2004

                  (d) A new proviso is hereby added immediately prior to the
         period (".") now appearing at the end of Section 7.01(b)(ii) to read as
         follows:

                  ; provided that, notwithstanding the foregoing, with respect
                  to the fiscal quarter ended September 30, 2004 only, the Loan
                  Parties shall have until January 14, 2005 to deliver to the
                  Administrative Agent and the Lenders all the financial
                  statements required by Section 7.01(b)(ii) as of the end of
                  the fiscal quarter ended September 30, 2004

                  (e) A new subsection (d) is hereby added to the end of Section
         7.01 to read as follows:

                           (d) Restated Financial Statements.

                                    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 January 14, 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
                           Parties shall fail to deliver any such restated
                           financial statements in accordance with the terms
                           hereof (together with restated and duly completed
                           Compliance Certificate(s) in respect thereof in
                           accordance with the terms hereof reflecting
                           compliance for all applicable periods with all
                           financial covenants set forth in Section 8.11) to the
                           Administrative Agent and the Lenders on or prior to
                           January 14, 2005.

                  (f) A new proviso is hereby added immediately prior to the
         period (".") now appearing at the end of the first sentence of Section
         7.08 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 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
                  January 14, 2005.

         2. Acknowledgement. The parties hereto acknowledge and agree that no
new Loans will be made, nor will new Letters of Credit be issued, under and
pursuant to the terms of the Credit Agreement on or before January 14, 2005.

         3. Conditions Precedent. This Amendment shall be effective as of the
date hereof upon receipt by the Administrative Agent of this Amendment executed
by the Borrower, the Guarantors, the Required Lenders and the Administrative
Agent.


<PAGE>

         4. 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
         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 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.




<PAGE>

                            [Signature Pages Follow]


<PAGE>

         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/ R. Dirk Allison
                              -----------------------------------------
                           Name:  R. Dirk Allison
                           Title: Executive Vice President

GUARANTORS:                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



                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>



                           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/ R. Dirk Allison
                              -----------------------------------------
                           Name:  R. Dirk Allison
                           Title: Senior Vice President of each of the
                                  foregoing Guarantors


                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                           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/ R. Dirk Allison
                              -----------------------------------------
                           Name:  R. Dirk Allison
                           Title: Senior Vice President of each of the
                                  foregoing Guarantors




                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>


                           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



                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>



                           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/ R. Dirk Allison
                                        ---------------------------------------
                                     Name: R. Dirk Allison
                                          -------------------------------------
                                     Title: Senior Vice President
                                           ------------------------------------

                                By:  Indiana Psychiatric Institutes, Inc.,
                                     its partner


                                     By: /s/ R. Dirk Allison
                                        ---------------------------------------
                                     Name: R. Dirk Allison
                                          -------------------------------------
                                     Title: Senior Vice President
                                           ------------------------------------







                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>



ADMINISTRATIVE
AGENT:
                                   CITICORP NORTH AMERICA, INC.,
                                   as Administrative Agent and Swing Line Lender


                                   By: /s/ Allen Fisher
                                      -----------------------------------------
                                   Name: Allen Fisher
                                   Title: Vice President


L/C ISSUERS:                       BANK ONE, NA,
                                   as an L/C Issuer


                                   By: /s/ Timothy K. Boyle FVP
                                      -----------------------------------------
                                   Name: Timothy K. Boyle
                                   Title: First Vice President


                                   CITIBANK N.A.,
                                   as an L/C Issuer

                                   By: /s/ Allen Fisher
                                      -----------------------------------------
                                   Name: Allen Fisher
                                   Title: Vice President


                                   BANK OF OKLAHOMA, N.A.,
                                   as an L/C Issuer

                                   By: /s/ Brad A. Vincent
                                      -----------------------------------------
                                   Name: Brad A. Vincent
                                   Title: SVP







                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>



LENDERS:                            CITICORP NORTH AMERICA, INC.


                                    By: /s/ Allen Fisher
                                       -----------------------------------------
                                    Name: Allen Fisher
                                    Title: Vice President


                                    BANK ONE, NA


                                    By: /s/ Timothy K. Boyle FVP
                                       -----------------------------------------
                                    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/ Brad A. Vincent
                                       -----------------------------------------
                                    Name: Brad A. Vincent
                                    Title: SVP


                                    FIFTH THIRD BANK


                                    By: /s/ Sandy Hamrick
                                       -----------------------------------------
                                    Name: Sandy Hamrick
                                    Title: Vice President


                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By: /s/ Jeffrey P. Hoffman
                                       -----------------------------------------
                                    Name: Jeffrey P. Hoffman
                                    Title: Its Duly Authorized Signatory


                                    OLD NATIONAL BANK


                                    By: /s/ Darrin McCauley
                                       -----------------------------------------
                                    Name: Darrin McCauley
                                    Title: Senior Vice President





                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>



                                   WELLS FARGO BANK N.A.


                                   By: /s/ Michael Rogholt
                                      -----------------------------------------
                                   Name: Michael Rogholt
                                   Title: Vice President


                                   UBS AG, CAYMAN ISLANDS BRANCH


                                   By: /s/ Wilfred V. Saint
                                      -----------------------------------------
                                   Name: Wilfred V. Saint
                                   Title: Director
                                          Banking Products Services, US


                                   By: /s/ Joselin Fernandes
                                      -----------------------------------------
                                   Name: Joselin Fernandes
                                   Title: Associate Director
                                          Banking Products Services, US


                                   UBS AG, Stamford Branch


                                   By: /s/ Wilfred V. Saint
                                      -----------------------------------------
                                   Name:  Wilfred V. Saint
                                   Title: Director
                                          Banking Products
                                          Services, US


                                   By: /s/ Joselin Fernandes
                                      -----------------------------------------
                                   Name:  Joselin Fernandes
                                   Title: Associate Director
                                          Banking Products
                                          Services, US




                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>


                                      FORTRESS PORTFOLIO TRUST, as Lender
                                      By: Four Corners Capital Management LLC
                                          As Collateral Manager



                                      By: /s/  Adam Brown
                                          ---------------------------------
                                      Name:    ADAM BROWN
                                      Title:   Vice President



                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                      MACQUARIE/FIRST TRUST GLOBAL
                                      INFRASTRUCTURE/UTILITIES DIVIDEND
                                      & INCOME FUND, as Lender

                                      By: Four Corners Capital Management LLC
                                          As Collateral Manager



                                      By: /s/  Adam Brown
                                          ---------------------------------
                                      Name:    ADAM BROWN
                                      Title:   Vice President



                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                    FIRST TRUST/FOUR CORNERS SENIOR
                                    FLOATING RATE INCOME FUND II, as Lender
                                    By: Four Corners Capital Management LLC
                                        As Collateral Manager

                                    By:    /s/ Adam Brown
                                        -----------------------------------
                                    Name:  ADAM BROWN
                                    Title: Vice President










                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>
                                   LCM I LIMITED PARTNERSHIP

                                   By:   Lyon Capital Management LLC,
                                         As Collateral Manager


                                   By: /s/ Alexander B. Kenna
                                      -----------------------------------------
                                   Name: Alexander B. Kenna
                                   Title: Portfolio Manager









                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>
                                   LCM II LIMITED PARTNERSHIP

                                   By:   Lyon Capital Management LLC,
                                         As Attorney-In-Fact


                                   By: /s/ Alexander B. Kenna
                                      -----------------------------------------
                                   Name: Alexander B. Kenna
                                   Title: Portfolio Manager









                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                 Centurion CDO II, Ltd.
                                 By: American Express Asset Management
                                 Group, Inc. as Collateral Manager



                                 By: /s/ Vincent P. Pham
                                     ------------------------
                                 Name:  Vincent P. Pham
                                 Title: Director - Operations







                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                 Centurion CDO VI, Ltd.
                                 By: American Express Asset Management
                                 Group as Collateral Manager



                                 By: /s/ Vincent P. Pham
                                     ------------------------
                                 Name:  Vincent P. Pham
                                 Title: Director - Operations







                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                 Centurion CDO VII, Ltd.
                                 By: American Express Asset Management
                                 Group, Inc. as Collateral Manager



                                 By: /s/ Vincent P. Pham
                                     ------------------------
                                 Name:  Vincent P. Pham
                                 Title: Director - Operations









                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                          Western Asset
                                          Floating Rate High Income Fund




                                          By: /s/ [Illegible]
                                              -------------------------
                                          Name:
                                          Title:







                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>

                                       PPM MONARCH BAY FUNDING LLC



                                       By: /s/ Diana M. Himes
                                           ---------------------------
                                       Name:  Diana M. Himes
                                       Title: Assistant Vice President











                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                       RIVIERA FUNDING LLC



                                       By: /s/ Diana M. Himes
                                           ---------------------------
                                       Name:  Diana M. Himes
                                       Title: Assistant Vice President











                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                       SEMINOLE FUNDING LLC



                                       By: /s/ Diana M. Himes
                                           ---------------------------
                                       Name:  Diana M. Himes
                                       Title: Assistant Vice President











                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                   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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                   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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>
                                   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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>
                                   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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>
                                   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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                  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.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    BIRCHWOOD FUNDING LLC


                                    By:    /s/ Diana M. Himes
                                        -----------------------------------
                                    Name:  Diana M. Himes
                                    Title: Assistant Vice President










                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    MUIRFIELD TRADING LLC


                                    By:    /s/ Diana M. Himes
                                        -----------------------------------
                                    Name:  Diana M. Himes
                                    Title: Assistant Vice President










                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    FOOTHILL INCOME TRUST, L.P.
                                    By FIT GP, LLC, its General Partner

                                    By:    /s/ M.E. Stevens
                                        -----------------------------------
                                    Name:  M.E. Stevens
                                    Title: Managing Member









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>



                                          Franklin Floating Rate Trust



                                          By: /s/ Richard Hsu
                                             --------------------------------
                                          Name:  Richard Hsu
                                          Title: Vice President




                                                   ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                    FRANKLIN FLOATING RATE MASTER SERIES

                                    By:    /s/ Richard Hsu
                                        -----------------------------------
                                    Name:  Richard Hsu
                                    Title: Vice President









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    FRANKLIN FLOATING RATE DAILY ACCESS FUND

                                    By:    /s/ Richard Hsu
                                        -----------------------------------
                                    Name:  Richard Hsu
                                    Title: Vice President









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    FRANKLIN CLO I, LIMITED

                                    By:    /s/ David Ardini
                                        -----------------------------------
                                    Name:  David Ardini
                                    Title: Vice President









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    FRANKLIN CLO III, LIMITED

                                    By:    /s/ David Ardini
                                        -----------------------------------
                                    Name:  David Ardini
                                    Title: Vice President









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                                    FRANKLIN CLO IV, LIMITED

                                    By:    /s/ David Ardini
                                        -----------------------------------
                                    Name:  David Ardini
                                    Title: Vice President









                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT
<PAGE>

                              Venture IV CDO, Limited

                              By its investment advisor MJX Asset Management LLC


                              /s/ Kenneth Ostmann
                              -----------------------------------
                              Name: Kenneth Ostmann
                              Title: Director



                                                    ARDENT HEALTH SERVICES, INC.
                                            FOURTH AMENDMENT TO CREDIT AGREEMENT



</TEXT>
</DOCUMENT>
