EXHIBIT 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of June 18, 2004 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 that certain letter
agreement dated as of April 2, 2002, the First Amendment to Credit Agreement
dated as of April 30, 2002, that certain letter agreement dated as of May 16,
2002, the Second Amendment to Credit Agreement dated as of October 1, 2002, the
Third Amendment to Credit Agreement dated as of December 30, 2002, and that
certain letter agreement dated as of November 20, 2003 (as so amended, 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 permit the prepayment or redemption of certain Subordinated Debt.
C. The Lenders signing below are willing to consent to such
amendment 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 definition in
alphabetical order:
"Convertible Subordinated Notes": the $250,000,000 in
4.50% Convertible Subordinated Notes due June 1, 2009 issued
by LifePoint Parent on or about May 22, 2002.
2. By amending and restating the definition of
"Subordinated Debt" as follows:
"Subordinated Debt": the High Yield Offering, the
Convertible Subordinated Notes, and any other Indebtedness of
Borrower or any of its Subsidiaries subordinated on terms
satisfactory to the Administrative Agent and the Required
Lenders pursuant to written agreements in form and substance
satisfactory to the Administrative Agent.
B. Restricted Payments. Section 7.6 of the Credit Agreement is
hereby amended by deleting the period at the end of subparagraph (j) thereof,
adding the character and word "; and" after such subparagraph (j), and adding
the following subparagraph (k) thereafter:
"(k) Borrower shall be permitted to prepay, redeem,
defease, repurchase or otherwise acquire up to an aggregate amount of
$150,000,000 of its Convertible Subordinated Notes, unless on the date
of any such proposed prepayment, redemption, defeasance, repurchase or
other acquisition (or, if earlier, on the date Borrower becomes
obligated to consummate such transaction) or after giving effect
thereto, an Event of Default shall have occurred and be continuing."
C. 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.
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 have 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
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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.
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.
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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: _________________________________________
Name: ___________________________________
Title: __________________________________
FLEET NATIONAL BANK,
as Administrative Agent and a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
BANK OF AMERICA, N.A.,
as Co-Syndication Agent and a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
DEUTSCHE BANK SECURITIES INC.,
as Co-Syndication Agent
By: _________________________________________
Name: ___________________________________
Title: __________________________________
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation Agent and a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
(signatures continued)
Signature Page to Fourth Amendment
SUNTRUST BANK,
as Co-Documentation Agent and a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
By: _________________________________________
Name: ___________________________________
Title: __________________________________
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
By: _________________________________________
Name: ___________________________________
Title: __________________________________
U.S. BANK NATIONAL
ASSOCIATION, as a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
(signatures continued)
Signature Page to Fourth Amendment
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
MERRILL LYNCH CAPITAL CORPORATION, as a
Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
GENERAL ELECTRIC CAPITAL CORPORATION, as a
Lender
By: _________________________________________
Name: ___________________________________
Title: __________________________________
Signature Page to Fourth 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 Fourth Amendment to Credit Agreement dated as of June
18, 2004 (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: _________________________________________
Name: ___________________________________
Title: __________________________________
CONSENT AND CONFIRMATION OF SECURITY OF SUBSIDIARIES
Each of the undersigned Subsidiaries of the Borrower hereby joins in
the execution of the foregoing Fourth Amendment to Credit Agreement dated as of
June 18, 2004 (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 GENERAL PARTNER, LLC
BARTOW HEALTHCARE SYSTEM LTD
BARTOW MEMORIAL LIMITED PARTNER, LLC
BOURBON COMMUNITY HOSPITAL, LLC
BOURBON PHYSICIAN PRACTICE, LLC
BUFFALO TRACE RADIATION ONCOLOGY
ASSOCIATES, LLC
BURDICK WEST PHYSICIAN PRACTICE, 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
GUYAN VALLEY HOSPITAL, 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
LAKELAND COMMUNITY HOSPITAL, LLC
LANDER VALLEY MEDICAL CENTER, LLC
LANDER VALLEY PHYSICIAN PRACTICE, 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 GENERAL HOSPITAL, LLC
(signatures continued)
LOGAN HEALTHCARE PARTNER, LLC
LOGAN MEDICAL, LLC
LOGAN MEMORIAL HOSPITAL, LLC
LOGAN PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER, LLC
MEADOWVIEW RIGHTS, LLC
NORTHWEST MEDICAL CENTER-WINFIELD, LLC
NWMC-WINFIELD PHYSICIAN PRACTICE, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
POITRAS PRACTICE, LLC
PUTNAM COMMUNITY MEDICAL CENTER, LLC
R. KENDALL BROWN PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
RUSSELLVILLE HOSPITAL, LLC
RUSSELLVILLE PHYSICIAN PRACTICES, 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
SPRING VIEW HOSPITAL, LLC
THM PHYSICIAN PRACTICE, LLC
VILLE PLATTE MEDICAL CENTER, LLC
WEST VIRGINIA PHYSICIAN PRACTICE, LLC
WESTERN PLAINS REGIONAL HOSPITAL, LLC
WOODFORD HOSPITAL, LLC
WYOMING HOLDINGS, LLC
By: _________________________________________
Name: __________________________________
Title: _________________________________
(duly authorized signatory as to all)