EXHIBIT 10.2
INCREMENTAL FACILITY AMENDMENT
To: Citicorp North America, Inc. as Administrative Agent under the Credit
Agreement referred to below
Dated: August 23, 2005
Reference is hereby made to the Credit Agreement dated as of April 15,
2005 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among LAKERS HOLDING CORP. (now known as
LIFEPOINT HOSPITALS, INC.), a Delaware corporation ("Borrower"), the financial
institutions listed on Schedule 2.01 thereto, as such Schedule may from time to
time be supplemented and amended (the "Lenders"), CITICORP NORTH AMERICA, INC.,
as administrative agent for the lenders, CIBC WORLD MARKETS CORP., BANK OF
AMERICA, N.A., UBS SECURITIES LLC AND SUNTRUST BANK, as co-syndication agents,
and CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner.
Terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement.
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, Borrower may
from time to time request Incremental Term Loans and related Incremental Term
Loan Commitments in an aggregate amount not to exceed $400,000,000, subject to
the terms and conditions set forth therein;
WHEREAS, Citicorp North America, Inc. (the "Incremental Term Lender")
has agreed, subject to the terms and conditions set forth herein and in the
Credit Agreement, to make an Incremental Term Loan and provide a related
Incremental Term Loan Commitment to Borrower in an amount of up to $150,000,000,
the proceeds of which will be used for general corporate purposes including to
repay Revolving Loans (without any reduction of Revolving Credit Commitments)
which were incurred to finance the acquisition of Danville Regional Medical
Center ("Danville"); and
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, Borrower and
the Administrative Agent may enter into an Incremental Facility Amendment
without the consent of any other Lenders to effect such amendments to the Credit
Agreement as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of Section 2.21 of the Credit
Agreement.
NOW, THEREFORE:
SECTION 1. Incremental Amendment.
(a) This amendment (this "Incremental Facility Amendment") is an
Incremental Facility Amendment referred to in Section 2.21 of the Credit
Agreement, and Borrower and the Incremental Term Lender hereby agree and notify
you that:
(i) the total Incremental Term Loan Commitment of the Incremental Term
Lender is $150,000,000; and
(ii) subject to the satisfaction of the conditions to Borrowing under
Section 4.02 of the Credit Agreement and to the satisfaction of the conditions
set forth in clauses (A) through (C) below, the funding of the Incremental Term
Loan will occur in one drawing upon Borrower's request in accordance with
Sections 2.02 and 4.02 of the Credit Agreement (provided that the Borrowing Date
shall be the date hereof). In the event that all or any portion of the
Incremental Term Loan is not borrowed on or before the date hereof, the
unborrowed portion of the Incremental Term Loan Commitment shall automatically
terminate on such date unless the Incremental Term Lender shall, in its sole
discretion, agree to an extension.
(A) no Default shall exist or would exist after giving effect
to the making of the Incremental Term Loan and the use of proceeds
therefrom;
(B) after giving effect to the making of the Incremental Term
Loan and the use of proceeds therefrom, Borrower would be in compliance
with the Financial Covenants on a pro forma basis on such date and for
the most recent fiscal quarter for which financial statements have been
delivered in accordance with Section 5.01 of the Credit Agreement after
giving effect on a pro forma basis to any related adjustment events,
including any acquisitions or dispositions after the beginning of the
relevant calculation period but prior to or simultaneous with the
borrowing of such Incremental Term Loan; and
(C) Borrower shall have delivered to the Administrative Agent
and Incremental Term Lender the officer's certificate, dated the date
of borrowing, required by Section 2.21(b) of the Credit Agreement and
also certifying as of the date of borrowing to clauses (A) and (B)
above.
(b) Each of the Incremental Term Lender and Borrower hereby agrees that
the Incremental Term Loan made pursuant to this Incremental Facility Amendment
will be a Term B Loan and any lender with an outstanding Incremental Term Loan
will be a Term B Lender, in each case for any and all purposes under the Credit
Agreement and (A) shall rank pari passu in right of payment and right of
security in respect of the Collateral with the existing Term B Loans and (B)
shall have the same terms as Term B Loans existing immediately prior to the
effectiveness of this Incremental Facility Amendment.
(c) The table set forth in Section 2.05(d) of the Credit Agreement is
hereby amended by adding (i) to each payment date from and including the first
date in such table occurring after the date of borrowing of the Incremental Term
Loan to and including March 31, 2011, 0.25% of the amount of Incremental Term
Loan actually borrowed and (ii) to each payment date from and including June 30,
2011 to and including December 31, 2011, 23.8125% of the amount of Incremental
Term Loan actually borrowed.
(d) Borrower covenants and agrees that the proceeds of the Incremental
Term Loan shall be used by Borrower for general corporate purposes including to
repay Revolving
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Loans (without any reduction of Revolving Credit Commitments) which were
incurred to finance the acquisition of Danville.
SECTION 2. Representations, Warranties and Covenants. The Loan Parties
represent, warrant and covenant to the Administrative Agent and to the
Incremental Term Lender that:
(a) this Incremental Facility Amendment has been duly authorized,
executed and delivered by it and constitutes a legal, valid and binding
obligation of each Loan Party party hereto, enforceable against such Loan Party
in accordance with its terms;
(b) after giving effect to this Incremental Facility Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
and the other Loan Documents will be true and correct with the same effect as if
made on and as of the date hereof (unless expressly stated to relate to an
earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date); and
(c) each of the conditions to requesting Incremental Term Loans set
forth in clause (a) of Section 2.21 of the Credit Agreement is satisfied on the
date of entering into this Incremental Facility Amendment and will be satisfied
on the date of borrowing of the Incremental Term Loan, as applicable.
SECTION 3. Conditions to Effectiveness. This Incremental Amendment
shall become effective when:
(a) the Administrative Agent shall have received counterparts
of this Incremental Facility Amendment that, when taken together, bear
the signatures of each Loan Party party hereto and the Incremental Term
Lender;
(b) the representations and warranties set forth in Section 2
hereof are true and correct (as set forth on an officer's certificate
delivered to the Administrative Agent and the Incremental Term Lender);
and
(c) all fees and expenses required to be paid or reimbursed by
Borrower pursuant to the Credit Agreement, including all invoiced fees
and expenses of counsel to the Administrative Agent and Incremental
Term Lender shall have been paid or reimbursed, on or prior to
effectiveness as applicable.
SECTION 4. Roles. Citigroup Global Markets Inc. shall act in the
capacity as Sole Lead Arranger and Sole Bookrunner and CIBC World Markets Corp.
and SunTrust Bank shall act in the capacities as Co-Syndication Agents with
respect to this Incremental Facility Amendment, but in such capacities shall not
have any obligations, duties or responsibilities, nor shall incur any
liabilities, under this Incremental Facility Amendment or any other Loan
Document.
SECTION 5. APPLICABLE LAW. THIS INCREMENTAL FACILITY AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED
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BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.11 OF THE CREDIT AGREEMENT SHALL
APPLY TO THIS INCREMENTAL FACILITY AMENDMENT.
SECTION 6. Credit Agreement; Loan Document. Except as expressly set
forth herein, this Incremental Facility Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of any party under, the Credit Agreement, nor alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. For the
avoidance of doubt, this Incremental Facility Amendment shall be deemed to be a
"Loan Document" within the meaning of the Credit Agreement.
SECTION 7. Counterparts. This Incremental Facility Amendment may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
agreement. Delivery of an executed counterpart of a signature page of this
Incremental Facility Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart of this Incremental Facility
Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Incremental
Facility Amendment to be duly executed by their authorized officers as of the
date set forth above.
LIFEPOINT HOSPITALS, INC.
By: /s/ Michael J. Culotta
------------------------------------
Name: Michael J. Culotta
Title: Chief Financial Officer
EACH OF THE SUBSIDIARIES LISTED
ON SCHEDULE I HERETO (other
than LifePoint Asset
Management Company, Inc.)
By: /s/ William F. Carpenter III
------------------------------------
Name: William F. Carpenter III
Title: Authorized Signatory
LIFEPOINT ASSET MANAGEMENT COMPANY, INC.
By: /s/ Mary Kim E. Shipp
------------------------------------
Name: Mary Kim E. Shipp
Title: Authorized Signatory
CITICORP NORTH AMERICA, INC.,
as Incremental Term Lender
By:
------------------------------------
Name:
Title:
CONSENTED TO:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By:
----------------------------
Name:
Title:
CITICORP GLOBAL MARKETS, INC.,
as Lead Arranger
By:
---------------------------
Name:
Title:
SCHEDULE I
to Incremental
Facility Amendment
Guarantors
Name
- ----
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
Ashland Physician Services, 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
Brim Hospitals, Inc.
Buffalo Trace Radiation Oncology Associates, LLC
Care Health Company, Inc.
Castleview Hospital, LLC
Castleview Medical, LLC
Castleview Physician Practice, LLC
Community Hospital of Andalusia, Inc
Community Medical, LLC
Crockett Hospital, LLC
Crockett PHO, LLC
Danville Regional Medical Center, LLC
Dodge City Healthcare Group, LP
Dodge City Healthcare Partner, Inc
Eunice Community Medical Center, LLC
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
Historic LifePoint Hospitals, Inc.
HRMC, 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 Physician Services, Inc
Lake Cumberland Regional Hospital, LLC
Lake Cumberland Regional Physician Hospital Organization, LLC
Lakeland Community Hospital, LLC
Lakeland Physician Practices, LLC
Lander Valley Medical Center, LLC
Lander Valley Physician Practices, LLC
LHSC, LLC
LifePoint Asset Management Company, Inc.
LifePoint Billing Services, LLC
LifePoint Corporate Services, General Partnership
LifePoint CSGP, LLC
LifePoint CSLP, LLC
LifePoint Holdings 2, LLC
Lifepoint Holdings 3, Inc.
LifePoint Hospitals Holdings, Inc.
LifePoint Medical Group - Hillside, Inc
LifePoint of GAGP, LLC
LifePoint of Georgia, Limited Partnership
LifePoint of Kentucky, LLC
LifePoint of Lake Cumberland, LLC
LifePoint RC, Inc.
Livingston Regional Hospital, LLC
Logan General Hospital, LLC
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
Mexia Principal Healthcare Limited Partnership
Mexia-Principal, Inc.
Northwest Medical Center-Winfield, LLC
NWMC-Winfield Physician Practices, LLC
Outpatient Services, Inc.
Palestine-Principal G.P., Inc.
PHC-Ashland. L.P.
PHC-Aviation, Inc.
PHC-Belle Glade, Inc.
PHC-Charlestown, L.P.
PHC-Cleveland, Inc.
PHC-Doctors' Hospital, Inc.
PHC-Elko, Inc.
PHC-Eunice, Inc.
PHC-Fort Mohave, Inc.
PHC-Fort Morgan, Inc.
PHC-Hospitals, LLC
PHC-Indiana, Inc.
PHC-Jasper, Inc.
PHC-Knox, Inc.
PHC-Lake Havasu, Inc.
PHC-Lakewood, Inc.
PHC-Las Cruces, Inc.
PHC-Los Alamos, Inc.
PHC-Louisiana, Inc.
PHC-Martinsville, Inc.
PHC-Minden G.P., Inc.
PHC-Minden, L.P.
PHC-Morgan City, L.P.
PHC-Morgan Lake, Inc.
PHC-Opelousas, L.P.
PHC-Palestine, Inc.
PHC-Selma, LLC
PHC-Tennessee, Inc.
PineLake Physician Practice, LLC
PineLake Regional Hospital, LLC
Poitras Practice, LLC
PRHC-Alabama, LLC
PRHC-Ennis G.P., Inc.
PRHC-Ennis, L.P.
Principal Hospital Company of Nevada, Inc.
Principal Knox, L.L.C.
Principal Knox, L.P.
Principal-Needles, Inc.
Province Healthcare Company
Putnam Ambulatory Surgery Center, LLC
Putnam Community Medical Center, LLC
R. Kendall Brown Practice, LLC
River Parishes Holdings, LLC
River Parishes Hospital, LLC
River Parishes Partner, LLC
River Parishes Physician Practice, LLC
Riverton Memorial Hospital, LLC
Riverton Physician Practices, LLC
Riverview Medical Center, LLC
Russellville Hospital, LLC
Russellville Physician Practices, LLC
Select Healthcare, LLC
Selma Diagnostic Imaging, 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
The MRI Center of Northwest Alabama, LLC
THM Physician Practice, LLC
Ville Platte Medical Center, LLC
West Virginia Physician Practice, LLC
Western Plains Regional Hospital, LLC
Williamson Memorial Hospital, LLC
Woodford Hospital, LLC
Wyoming Holdings, LLC
Wythe County Community Hospital, LLC