exv10w5






EXECUTION COPY




EXHIBIT 10.5




AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT




     THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of
February 29, 2008, is made by and among (i) Capella Holdings, Inc., a Delaware corporation (the
“Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund
VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”) and GTCR
Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), (iii) each of the
undersigned Executives, and (iv) each of the undersigned Other Stockholders. Certain capitalized
terms not defined herein shall have the meanings given to such terms in the Stockholders Agreement
(as defined below).



RECITALS




     WHEREAS, the parties hereto entered into that certain Stockholders Agreement among the
Company, Fund VIII, Fund VIII/B, GTCR Co-Invest and certain other stockholders of the Company
identified therein, dated as of May 4, 2005 (the “Stockholders Agreement”);



     WHEREAS, the parties hereto include the Company, the Investor Majority, the holders of a
majority of the Common Stock held by the Stockholders, the holders of a majority of the Common
Stock held by the Executives and the holders of a majority of the Common Stock held by the Other
Stockholders; and



     WHEREAS, the parties desire to waive certain provisions set forth in the Stockholders
Agreement and amend certain terms set forth in the Stockholders Agreement pursuant to Section
16 of the Stockholders 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 pursuant to Section 16 of the Stockholders
Agreement:



     1. The Stockholders Agreement is hereby amended by removing all rights of the Stockholders
under Section 14 of the Stockholders Agreement with respect to any issuances or sales of
Capital Stock by the Company on or prior to the date hereof and any issuances or sales of Capital
Stock by the Company pursuant to Amendment and Supplement No. 2 to the Purchase Agreement. Without
limiting the foregoing, each of the undersigned Stockholders hereby waives, on behalf of all
Stockholders, any and all of its rights of notice, purchase, first offer, reoffer or similar rights
under Section 14 of the Stockholders Agreement in connection with any issuances or sales of
Capital Stock by the Company on or prior to the date hereof and any issuances or sales of Capital
Stock by the Company pursuant to Amendment and Supplement No. 2 to the Purchase Agreement.



     2. All other sections, paragraphs, provisions, and clauses in the Stockholders Agreement not
so modified remain in full force and effect as originally written.



 









 





     3. 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.



     4. All issues and questions concerning the construction, validity, interpretation and
enforceability of this Amendment hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules
or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.



* * * * *






2









 








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



	 	 	 	 	 	 	 

	 	 	CAPELLA HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Deniel S. Slipkovich	 	 
	 

	 	Name:
	 	 

Daniel S. Slipkovich
	 	 
	 

	 	Its:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GTCR FUND VIII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	GTCR FUND VIII/B, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	GTCR CO-INVEST II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	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 Stockholders Agreement]

 









 






	 	 	 	 	 	 	 

	 	 	/s/ Daniel S. Slipkovich	 	 
	 	 	Daniel S. Slipkovich	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ James Thomas Anderson	 	 
	 	 	James Thomas Anderson	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ David Andrew Slusser	 	 
	 	 	David Andrew Slusser	 	 





[Signature
Page to Amendment No. 1 to Stockholders Agreement]