EXHIBIT 10.16
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of October 1, 2002 by and among LIFEPOINT HOSPITALS HOLDINGS, INC. (the
"Borrower"); the financial institutions which are now, or in accordance with
SECTION 10.6 of the Credit Agreement (hereinafter described) hereafter, parties
to the Credit Agreement hereto by execution of the signature pages to the Credit
Agreement or otherwise (collectively, the "Lenders" and each individually, a
"Lender"); FLEET NATIONAL BANK, as administrative agent ("Administrative
Agent"), for the Lenders (in such capacity as Administrative Agent, together
with its successors and assigns in such capacity, the "Agent"); CREDIT LYONNAIS
NEW YORK BRANCH and SUNTRUST BANK, as co-documentation agents (in such capacity,
together with their successors and assigns in such capacity, the "Documentation
Agents"); and DEUTSCHE BANK ALEX. BROWN INC. and BANK OF AMERICA, N.A., as
co-syndication agents (in such capacity, together with their successors and
assigns in such capacity, the "Syndication Agents").
RECITALS
A. The Borrower, the Lenders, the Agent, the Syndication Agents
and the Documentation Agents are parties to an Amended and Restated Credit
Agreement dated as of June 19, 2001, as amended pursuant to the First Amendment
to Credit Agreement dated as of April 30, 2002 (the "Credit Agreement").
Capitalized terms used herein without definition have the meanings assigned to
them in the Credit Agreement.
B. The Borrower has requested that the Credit Agreement be
amended to accommodate certain proposed transactions.
C. The Lenders signing below are willing to consent to such
request on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of each of
the conditions set forth herein, the Credit Agreement is hereby amended as
follows:
A. DEFINITIONS. Section 1.1 of the Credit Agreement is amended as
follows:
1. By inserting the following new definitions in
alphabetical order:
"Ambulatory Surgery Subsidiaries": together, the
Cumberland Ambulatory Surgery Center and the Western Plains
Ambulatory Surgery Subsidiary.
"Western Plains Ambulatory Surgery Subsidiary": the
proposed Subsidiary of a Subsidiary Guarantor to be named
'Western Plains Surgery Center, L.P.' which shall own or lease
and operate an ambulatory surgery center in Dodge City, Kansas
(and related facilities), adjacent to Western Plains Regional
Hospital and such Loan Party's related Investment therein
(satisfactory to the Required Lenders) for a 100% interest in
such Subsidiary.
"Western Plains Buyout": as defined in Section
7.8(f).
2. By amending the definitions of "Cumberland Ambulatory
Surgery Subsidiary" and "Subsidiary Guarantor" to read as follows:
"Cumberland Ambulatory Surgery Subsidiary": the
proposed Subsidiary of a Subsidiary Guarantor to be named
'Cumberland Surgery Center, L.P.' which shall own or lease and
operate an ambulatory surgery center in Somerset, KY (and
related facilities) adjacent to Lake Cumberland Hospital in
accordance with the description thereof set forth in Schedule
7.8(e).
"Subsidiary Guarantor": each direct and indirect
Subsidiary of Borrower, excluding the Ambulatory Surgery
Subsidiaries, unless, in either case, such Subsidiary shall
become wholly owned by Borrower or any of its wholly owned
Subsidiaries. Notwithstanding the foregoing, it is understood
and agreed that the Western Plains Ambulatory Surgery
Subsidiary is being formed as a wholly owned Subsidiary of the
Existing Joint Venture, in anticipation of the issuance of
Equity Interests in such Subsidiary to physicians practicing
at Western Plains Regional Hospital and shall therefore not
initially be deemed a Subsidiary Guarantor. However, if such
Ambulatory Surgery Subsidiary shall remain wholly owned as of
September 30, 2003 it shall thereafter be deemed to be a
Subsidiary Guarantor for all purposes hereof, including
without limitation Section 6.11.
B. NEW SUBSIDIARIES.Section 6.11 of the Credit Agreement is
amended by deleting clause (iii) thereof (preceding subclause (A)), and
substituting therefor: "(iii) cause such new Subsidiary which is a Subsidiary
Guarantor".
C. DISPOSITION OF EQUITY INTERESTS. Section 7.5(e) of the Credit
Agreement is amended to read in its entirety as follows:
"(e) provided that no Event of Default exists at the time or
would result therefrom, the Disposition of up to 49% of the Equity
Interests in either or both of the Ambulatory Surgery Subsidiaries
(calculated on a fully diluted basis), provided the Borrower, directly
or indirectly, still holds no less than 51% of the Equity Interests in
each such Subsidiary;"
D. PERMITTED INVESTMENTS. Section 7.8 of the Credit Agreement is
amended as follows:
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1. By deleting paragraphs (f) and (h) thereof and
substituting the following:
"(f) the repurchase of the Equity Interests in
the Existing Joint Venture held by Dodge City Outpatient
Surgical Facility, Inc. (representing the limited partner's
entire 30% interest therein), for an aggregate purchase price
not exceeding $27,000,000 (the "Western Plains Buyout") and,
as to Borrower and its other Subsidiaries, additional
Investments after June 19, 2001 in joint ventures which are
Subsidiaries but not Subsidiary Guarantors in an aggregate
amount not exceeding $10,000,000;"
"(h) Investments by Borrower or any of its
Subsidiaries in Borrower or any Person that, prior to such
Investment, is a Subsidiary Guarantor;"
2. By deleting the word "and" where it appears after paragraph
(r) thereof, by adding the following new paragraph (s) and by
relettering the existing paragraph (s) as paragraph (t):
"(s) the proposed Investment in the Western Plains
Ambulatory Surgery Subsidiary (which will be formed as a
wholly owned Subsidiary of the Existing Joint Venture but will
be deemed a Subsidiary Guarantor only under the circumstances
described in the definition of such term set forth in Section
1.1); and"
E. EXISTING JOINT VENTURE TO BE WHOLLY OWNED. The Credit
Agreement is further amended to reflect the Dodge City Buyout, after which the
Existing Joint Venture will be a wholly owned Subsidiary of Borrower, as
follows:
1. By deleting from Section 5.14 the phrase "with the
exception of the Existing Joint Venture (in which Borrower indirectly
holds the majority interests set forth in Schedule 5.14(b)),".
2. By deleting the last phrase of Section 5.15
referencing the Existing Joint Venture.
3. By deleting the words "the Existing Joint Venture or
any other " from Sections 7.2(b) and 7.2(i) (wherever such words
appear) and substituting therefor the word "any".
4. By the deleting the words "the Existing Joint Venture
or to any other " from Sections 7.4 and 7.6 (wherever such words
appear) and substituting therefor the word "any".
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F. NO FURTHER AMENDMENTS. Except as specifically amended hereby,
the text of the Credit Agreement and all other Loan Documents shall remain
unchanged and in full force and effect.
G. EFFECTIVE DATE. The foregoing amendments of the Credit
Agreement shall be effective simultaneously with the consummation of the Dodge
City Buy-Out.
II. REFERENCES IN SECURITY DOCUMENTS; CONFIRMATION OF SECURITY. All
references to the "Credit Agreement" in all Security Documents, and in any other
Loan Documents shall, from and after the date hereof, refer to the Credit
Agreement, as amended by this Amendment, and all obligations of the Loan Parties
under the Loan Documents shall be secured by and be entitled to the benefits of
said Security Documents and such other Loan Documents. All Security Documents
heretofore executed by any of the Loan Parties shall remain in full force and
effect and, by the Borrower's signature hereto and each other Loan Party's
consent hereto, such Security Documents are hereby ratified and affirmed.
III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower
hereby represents and warrants to, and covenants and agrees with, the Lenders
that:
A. The execution and delivery of this Amendment has been duly
authorized by all requisite company action on the part of the Borrower.
B. The representations and warranties of each of the Loan Parties
contained in the Credit Agreement and the other Loan Documents are true and
correct in all material respects on and as of the date of this Amendment as
though made at and as of such date. Since the Closing Date, no event or
circumstance has occurred or existed which could reasonably be expected to have
a Material Adverse Effect. As of the date hereof and after giving effect to this
Amendment, no Default has occurred and is continuing.
C. No Loan Party is required to obtain any consent, approval or
authorization from, or to file any declaration or statement with, any
governmental instrumentality or other agency or any other person or entity in
connection with or as a condition to the execution, delivery or performance of
this Amendment.
D. This Amendment constitutes the legal, valid and binding
obligation of each Loan Party signatory hereto, enforceable against it in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies of
creditors generally or the application of principles of equity, whether in any
action at law or proceeding in equity, and subject to the availability of the
remedy of specific performance or of any other equitable remedy or relief to
enforce any right thereunder.
E. The Borrower will satisfy all of the conditions set forth in
SECTION IV.
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IV. CONDITIONS. The willingness of the Agent and the Lenders to amend the
Credit Agreement as provided above is subject to the following conditions
precedent and subsequent:
A. The Borrower shall have executed and delivered to the Agent
(or shall have caused to be executed and delivered to the Agent by the
appropriate persons) the following:
1. On or before the date hereof:
(a) This Amendment;
(b) The Consent and Confirmation of Security of
Parent and the Consent and Confirmation of Security of
Subsidiaries attached hereto; and
(c) True and complete copies of any required
stockholders' and/or directors' consents and/or resolutions,
authorizing the execution and delivery of this Amendment,
certified by the Secretary of the Borrower.
2. Such other supporting documents and certificates as
the Agent or its counsel may reasonably request within the time
period(s) reasonably designated by the Agent or its counsel.
B. All legal matters incident to the transactions hereby
contemplated shall be reasonably satisfactory to the Agent's counsel.
V. MISCELLANEOUS.
A. As provided in the Credit Agreement, the Borrower agrees to
reimburse the Agent upon demand for all reasonable fees and disbursements of
counsel to the Agent incurred in connection with the preparation of this
Amendment.
B. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
C. This Amendment may be executed by the parties hereto in
several counterparts hereof and by the different parties hereto on separate
counterparts hereof, all of which counterparts shall together constitute one and
the same agreement. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as an in-hand delivery of an original
executed counterpart hereof.
[The next pages are the signature pages.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as a sealed instrument by their duly authorized representatives,
all as of the day and year first above written.
LIFEPOINT HOSPITALS HOLDINGS, INC.
By:
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Name:
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Title:
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FLEET NATIONAL BANK,
as Administrative Agent and a Lender
By:
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Name:
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Title:
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BANK OF AMERICA, N.A.,
as Co-Syndication Agent and a Lender
By:
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Name:
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Title:
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DEUTSCHE BANK SECURITIES INC.,
as Co-Syndication Agent
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation Agent and a Lender
By:
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Name:
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Title:
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(signatures continued)
Signature Page to Second Amendment
SUNTRUST BANK,
as Co-Documentation Agent and a Lender
By:
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Name:
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Title:
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DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON,
as a Lender
By:
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Name:
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Title:
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By:
--------------------------------
Name:
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Title:
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FIRSTAR BANK, N.A.,
as a Lender
By:
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Name:
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Title:
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(signatures continued)
Signature Page to Second Amendment
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By:
--------------------------------
Name:
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Title:
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MERRILL LYNCH CAPITAL CORPORATION,
as a Lender
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:
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Name:
---------------------------
Title:
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Signature Page to Second Amendment
CONSENT AND CONFIRMATION OF SECURITY OF PARENT
The undersigned, LIFEPOINT HOSPITALS, INC., which owns all of the
issued and outstanding equity interests in the Borrower, hereby joins in the
execution of the foregoing Second Amendment to Credit Agreement dated as of
October 1, 2002 (the "Amendment") to which this Consent is attached (1) to
confirm its consent to all of the transactions contemplated by the Amendment,
and (2) to confirm and ratify its Amended and Restated Guarantee Agreement and
Security Agreement entered into as required under such Credit Agreement and
dated as of June 19, 2001 in favor of the Agent and the Lenders which remains in
full force and effect.
LIFEPOINT HOSPITALS, INC.
By:
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Name:
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Title:
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CONSENT AND CONFIRMATION OF SECURITY OF SUBSIDIARIES
Each of the undersigned Subsidiaries of the Borrower hereby joins in
the execution of the foregoing Second Amendment to Credit Agreement dated as of
October 1, 2002 (the "Amendment") to which this Consent and Confirmation of
Security of Subsidiaries is attached (1) to confirm its consent, to the extent
required, to all of the transactions contemplated by the Amendment, and (2) to
confirm and ratify, as applicable, its Amended and Restated Guarantee and
Security Agreement entered into as required under such Credit Agreement and
dated as of June 19, 2001 with the Agent, on behalf of the Lenders, or its
Guarantee and Pledge Agreement entered into under such Credit Agreement and
dated as of July 30, 2001, each of which remain in full force and effect with
respect to all of the Borrower Obligations and Grantor Obligations (as defined
therein).
AMERICA GROUP OFFICES, LLC
AMERICA MANAGEMENT COMPANIES, LLC
AMG-CROCKETT, LLC
AMG-HILCREST, LLC
AMG-HILLSIDE, LLC
AMG-LIVINGSTON, LLC
AMG-LOGAN, LLC
AMG-SOUTHERN TENNESSEE, LLC
AMG-TRINITY, LLC
ASHLEY VALLEY MEDICAL CENTER, LLC
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC
ATHENS PHYSICIAN PRACTICE, LLC
ATHENS REGIONAL MEDICAL CENTER, LLC
BARROW MEDICAL CENTER, LLC
BARTOW HEALTHCARE PARTNER, INC.
BARTOW HEALTHCARE SYSTEM LTD
BARTOW MEMORIAL LIMITED PARTNER, LLC
BOURBON COMMUNITY HOSPITAL, LLC
BOURBON PHYSICIAN PRACTICE, LLC
BUFFALO TRACE RADIATION ONCOLOGY
ASSOCIATES, LLC
CASTLEVIEW HOSPITAL, LLC
CASTLEVIEW MEDICAL, LLC
CASTLEVIEW PHYSICIAN PRACTICE, LLC
COMMUNITY HOSPITAL OF ANDALUSIA, INC.
COMMUNITY MEDICAL, LLC
CROCKETT HOSPITAL, LLC
CROCKETT PHO, LLC
DODGE CITY HEALTHCARE GROUP, L.P.
DODGE CITY HEALTHCARE PARTNER, INC.
(signatures continued)
GEORGETOWN COMMUNITY HOSPITAL, LLC
GEORGETOWN REHABILITATION, LLC
HALSTEAD HOSPITAL, LLC
HCK LOGAN MEMORIAL, LLC
HDP ANDALUSIA, LLC
HDP GEORGETOWN, LLC
HILLSIDE HOSPITAL, LLC
HST PHYSICIAN PRACTICE, LLC
HTI GEORGETOWN, LLC
HTI PINELAKE, LLC
INTEGRATED PHYSICIAN SERVICES, LLC
KANSAS HEALTHCARE MANAGEMENT
COMPANY, INC.
KANSAS HEALTHCARE MANAGEMENT
SERVICES, LLC
KENTUCKY HOSPITAL, LLC
KENTUCKY MEDSERV, LLC
KENTUCKY MSO, LLC
KENTUCKY PHYSICIANS SERVICES, INC.
LAKE CUMBERLAND REGIONAL HOSPITAL,
LLC
LAKE CUMBERLAND REGIONAL PHYSICIAN
HOSPITAL ORGANIZATION, LLC
LANDER VALLEY MEDICAL CENTER, LLC
LHSC, LLC
LIFEPOINT ASSET MANAGEMENT COMPANY,
INC.
LIFEPOINT CORPORATE SERVICES, GENERAL
PARTNERSHIP
LIFEPOINT CSGP, LLC
LIFEPOINT CSLP, LLC
LIFEPOINT HOLDINGS 2, LLC
LIFEPOINT HOLDINGS 3, INC.
LIFEPOINT OF GAGP, LLC
LIFEPOINT OF GEORGIA, LIMITED
PARTNERSHIP
LIFEPOINT OF KENTUCKY, LLC
LIFEPOINT OF LAKE CUMBERLAND, LLC
LIFEPOINT MEDICAL GROUP-HILLSIDE, INC.
LIFEPOINT RC, INC.
LIVINGSTON REGIONAL HOSPITAL, LLC
LOGAN MEDICAL, LLC
(signatures continued)
LOGAN MEMORIAL HOSPITAL, LLC
LOGAN PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER,
LLC
MEADOWVIEW RIGHTS, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
POITRAS PRACTICE, LLC
PUTNAM COMMUNITY MEDICAL CENTER, LLC
PUTNAM DIAGNOSTIC IMAGING CENTER, LLC
R. KENDALL BROWN PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
SELECT HEALTHCARE, LLC
SILETCHNIK PRACTICE, LLC
SMITH COUNTY MEMORIAL HOSPITAL, LLC
SOMERSET SURGERY PARTNER, LLC
SOUTHERN TENNESSEE EMS, LLC
SOUTHERN TENNESSEE MEDICAL CENTER, LLC
SOUTHERN TENNESSEE PHO, LLC
SPRINGHILL MEDICAL CENTER, LLC
SPRINGHILL MOB, LLC
SPRINGHILL PHYSICIAN PRACTICE LLC
THM PHYSICIAN PRACTICE, LLC
VILLE PLATTE MEDICAL CENTER, LLC
WESTERN PLAINS REGIONAL HOSPITAL, LLC
WOODFORD HOSPITAL, LLC
[Add any subsequent guarantor(s)]
By:
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Name:
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Title:
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(duly authorized signatory as to all)