exv10w12






EXHIBIT 10.12




AMENDMENT NO. 1 TO

SENIOR MANAGEMENT AGREEMENT




     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of
May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the
“Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and
Daniel S. Slipkovich (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited
partnership (the “Majority Holder”).



RECITALS




     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated
as of May 4, 2005 (the “Senior Management Agreement”); and



     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior
Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management
Agreement;



     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of
this Amendment, and the mutual promises contained in this Amendment, and intending to be legally
bound thereby, the parties agree as follows:



     1. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is
hereby deleted in its entirety and replaced with the following provision:




“In the event of a Separation, (i) the purchase price for each share
of Unvested Common Stock will be the lesser of (A) Executive’s
Original Cost for such share, and (B) the Fair Market Value of such
share as of the date of the Repurchase Notice (as defined in
Section 3(c) below) delivered pursuant to this Section
3, and (ii) the purchase price for each share of Vested Stock
will be the Fair Market Value of such share as of the date of the
Repurchase Notice delivered pursuant to this Section 3
(including, in the case of Preferred Stock, all accrued dividends
thereon); provided, however, that if Executive’s employment
is terminated with Cause, the purchase price for each share of
Vested Carried Common Stock will be the lesser of (A) Executive’s
Original Cost for such share and (B) the Fair Market Value of such
share as of the date of the Repurchase Notice.”



 









 





     2. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior
Management Agreement is hereby deleted in its entirety and replaced with the following sentence:




“In the event of a Separation, the Company (with the approval of the
Board) may elect to purchase all or any portion of the Unvested
Common Stock and/or the Vested Stock by delivering written notice
(the “Repurchase Notice”) to the holder or holders of such
Executive Securities on or prior to the date which is twelve months
and one day after the Separation; provided that the Company
may not deliver the Repurchase Notice with respect to any shares of
Vested Carried Common Stock earlier than six months and one day
after the date such shares became Vested Carried Common Stock.”



     3. Ratification. All other paragraphs, provisions, and clauses in the Senior
Management Agreement not so modified remain in full force and effect as originally written.



     4. Defined Terms. Certain capitalized terms not defined herein shall have the meanings
given to such terms in the Senior Management Agreement.



     5. Counterparts. This Amendment may be executed in one or more counterparts, each of
which is an original, but all of which together constitute one and the same instrument. Any
counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an
original.



     6. Governing Law; Binding Agreement. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by the internal law of
the State of Delaware without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Delaware.



*      *      *      *






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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	CAPELLA HOLDINGS, INC.

 	 
	 	By:  	/s/ James Thomas Anderson	 
	 	Name:  	James Thomas Anderson 	 
	 	Its: 	       President 	 
	 
	 	CAPELLA HEALTHCARE, INC.

 	 
	 	By:  	/s/ James Thomas Anderson	 
	 	Name:  	James Thomas Anderson 	 
	 	Its: 	              President 	 
	 
	 	/s/ Daniel S. Slipkovich
 	 
	 	Daniel S. Slipkovich 	 
	 	 	 
	 



Agreed and Accepted by:




	 	 	 	 	 

	GTCR FUND VIII, L.P., as Majority Holder	 	 
	 
	 	 	 	 
	By:

	 	GTCR Partners VIII, L.P.	 	 
	Its:

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	GTCR Golder Rauner II, L.L.C.	 	 
	Its:

	 	General Partner	 	 
	 
	 	 	 	 
	By:
	 	/s/ Joseph P. Nolan	 	 
	 

	 	 

	 	 
	Name:
	 	Joseph P. Nolan	 	 
	 

	 	 

	 	 
	Its:

	 	Principal	 	 






Signature
Page to Amendment No. 1 to Senior Management Agreement