Item 1.01. Entry into a Material Definitive Agreement.
Fourth Supplemental Indenture
On August 23, 2013, following receipt of the requisite consents from the holders of the 6.625% Senior Notes due 2020 (the “Notes”) of LifePoint Hospitals, Inc. (the “Company”), the Company entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture, dated as of September 23, 2010 (as previously supplemented, the “Indenture”), governing the Notes. The Fourth Supplemental Indenture amends the Indenture to limit the amount of assets that may be attributed to non-guarantor subsidiaries and the amount of indebtedness that may be incurred by non wholly owned subsidiaries that are non-guarantor subsidiaries under the Indenture.
The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fourth Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Barclays Capital Inc. acted as the solicitation agent with respect to the solicitation of consents from holders of the Notes in connection with the Fourth Supplemental Indenture and received customary fees therefor.
Credit Agreement Amendment
On August 23, 2013, the Company entered into Amendment No. 2 (the “Credit Agreement Amendment”) by and among the Company, the lenders party thereto, Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and consented to by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as lead arrangers, to that certain Credit Agreement, dated as of July 24, 2012, among the Company, the lenders party thereto, the Administrative Agent, Bank of America, N.A. and Barclays Bank PLC, as co-syndication agents and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC as joint lead arrangers and joint bookrunners, as amended by Incremental Facility Amendment No. 1 dated as of February 6, 2013 (as previously amended, the “Original Credit Agreement” and, together with the Credit Agreement Amendment, the “Credit Agreement”).
The Credit Agreement Amendment eliminates the requirement that non-wholly owned subsidiaries provide guarantees in respect of indebtedness incurred under the Credit Agreement, modifies the requirements to exclude certain wholly owned subsidiaries from having to provide such guarantees, and modifies certain affirmative and negative covenants to effectuate the new provisions regarding guarantees.
The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Certain of the lenders and their affiliates have performed and may in the future perform various commercial banking, investment banking, underwriting, financial advisory and other financial services for the Company for which they have received and may in the future receive customary fees therefor.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent applicable, the information in Item 1.01 under the heading “Fourth Supplemental Indenture” is incorporated herein by reference.
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