AMENDMENT NO. 6
Exhibit 10.30
AMENDMENT
XX. 0
Xxxxxxxxx
Xx. 0, dated as of April 6, 2009 (“Amendment No. 6”),
by and among LIFEPOINT HOSPITALS, INC. (formerly known as LAKERS HOLDING CORP.),
a Delaware corporation (“Borrower”), the
Lenders party hereto, CITICORP NORTH AMERICA, INC., as administrative agent for
the Lenders (the “Administrative Agent”),
and BANK OF AMERICA, N.A., as Issuing Bank, 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 Borrower, the financial institutions listed on Schedule 2.01
thereto, as such Schedule may from time to time be supplemented and amended (the
“Lenders”), the
Administrative Agent, 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,
Borrower has requested that the Administrative Agent and the Requisite
Lenders amend the Credit Agreement as set forth herein; and
WHEREAS,
the Administrative Agent and the Requisite Lenders have considered and agreed to
Borrower’s request, upon the terms and conditions set forth in this Amendment
No. 6.
NOW,
THEREFORE:
SECTION
1. Amendments.
(a) Amendment to Section 1.01.
Defined Terms.
The
following defined terms shall be added to Section 1.01 of the Credit
Agreement in appropriate alphabetical order:
“Doctors’ Hospital of
Opelousas Sale” has the meaning assigned to such term in Section
6.04(xx).
“Opelousas Note” has
the meaning assigned to such term in Section 6.04(xx).
(b) Amendments to Section 6.04.
Investments, Loans, Advances, Guarantees and
Acquisitions.
Section
6.04 of the Credit Agreement is hereby amended by:
(i) deleting
“and” immediately following clause (xviii) therein; and
(ii) adding
the following immediately preceding the period therein:
“; and
(xx) Investments consisting of a note (the “Opelousas Note”)
received as part of the consideration for the sale of the acute care
facility known as the Doctors' Hospital of Opelousas,
located at 0000 X-00 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx (the “Doctors’ Hospital of Opelousas Sale”)
in compliance with Section 6.05(xiv)”
(c) Amendment to Section 6.05.
Asset Sales.
Section
6.05(xiv) of the Credit Agreement is hereby amended by adding the following
immediately preceding the period therein:
“(provided that,
notwithstanding such 80% cash consideration requirement, the Doctors’ Hospital
of Opelousas Sale shall be permitted so long as such sale is for no more than
$15.0 million, for fair value, and for at least 25% cash consideration, and so
long as an amount of cash equal to the aggregate of all cash and non-cash
consideration of such sale are applied on or prior to the fifth Business Day
after receipt thereof (which date of receipt shall be no later than June 15,
2009) toward prepayment of the Term B Loans in accordance with Sections 2.05(c)
and 2.05(e) (without any reinvestment option; for the avoidance of doubt, upon
such application of such amount, no Loan Party shall have any further obligation
to apply payments received on the Opelousas Note toward prepayment of any
Loans)”
SECTION
2. Representations,
Warranties and Covenants. The Loan Parties represent, warrant and
covenant that:
(a) this
Amendment No. 6 has been duly authorized, executed and delivered by them 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 Amendment No. 6, 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)
no Default or Event of Default has occurred and is continuing.
SECTION
3. Conditions to
Effectiveness. This Amendment No. 6 shall become effective
when:
(a) the
Administrative Agent shall have received counterparts of this Amendment No. 6
that, when taken together, bear the signatures of Lenders constituting the
Requisite Lenders and the Loan Parties;
(b) all
corporate and other proceedings taken or to be taken in connection with this
Amendment No. 6 and all documents incidental thereto, whether or not referred to
herein, shall be reasonably satisfactory in form and substance to the
Administrative Agent; 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, shall have been paid or reimbursed, on or prior to effectiveness as
applicable.
SECTION
4. Applicable
Law. THIS AMENDMENT NO.
6 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.11 OF
THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT NO.
6.
SECTION
5. Credit Agreement;
Loan Document. Except as expressly set forth herein, this Amendment No. 6
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 Amendment
No. 6 shall be deemed to be a “Loan Document” within the meaning of the Credit
Agreement.
SECTION
6. Counterparts.
This Amendment No. 6 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 Amendment No. 6 by facsimile transmission shall be as
effective as delivery of a manually executed counterpart of this Amendment No.
6.
SECTION
7. Roles.
Citigroup Global Markets Inc. shall act in the capacity as Sole Lead
Arranger and Sole Bookrunner with respect to this Amendment No. 6, but in such
capacities shall not have any obligations, duties or responsibilities, nor
shall incur any liabilities, under this Amendment No. 6 or any other Loan
Document.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly
executed by their authorized officers as of the date set forth
above.
| By: |
/s/
Xxxxx X. Xxxx
|
||
| Name: Xxxxx X. Xxxx | |||
| Title: COO and CFO | |||
|
EACH
OF THE SUBSIDIARIES LISTED ON
SCHEDULE I HERETO (other than LifePoint Asset Management Company,
Inc.)
|
|||
|
By:
|
/s/ Xxxx Xxx
Xxxxx
|
||
| Name: Xxxx Xxx Xxxxx | |||
| Title: Secretary | |||
|
LIFEPOINT ASSET MANAGEMENT
COMPANY, INC.
|
|||
| By: |
/s/ Xxxx Xxx
Xxxxx
|
||
| Name: Xxxx Xxx Xxxxx | |||
| Title: Asst. Secretary | |||
[Amendment
No. 6]
| CONSENTED TO: | |||||
| CITICORP
NORTH AMERICA, INC., as Administrative Agent |
|||||
| By: |
/s/ Xxxxx
Xxxxxx
|
By: |
/s/ Xxxxx
Xxxxxx
|
||
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxxx Xxxxxx
|
||||
|
Title:
Vice President
|
Title:
Vice President
|
||||
[Amendment
No. 6]
SCHEDULE
I
GUARANTORS
Acadian
Physician Practices, LLC
America
Management Companies, LLC
AMG-Xxxxxxxx,
LLC
AMG-Hilcrest,
LLC
AMG-Hillside,
LLC
AMG-Xxxxxxxxxx,
LLC
AMG-Xxxxx,
LLC
AMG-Southern
Tennessee, LLC
AMG-Trinity,
LLC
Andalusia
Physician Practices, LLC
Ashland
Physician Services, LLC
Ashley
Valley Medical Center, LLC
Ashley
Valley Physician Practice, LLC
Athens
Physicians Practice, LLC
Athens
Regional Medical Center, LLC
Xxxxxx
Medical Center, LLC
Bartow
General Partner, LLC
Bartow
Healthcare System, Ltd.
Bartow
Memorial Limited Partner, LLC
Bolivar
Physician Practices, LLC
Bourbon
Community Hospital, LLC
Bourbon
Physician Practice, LLC
Brim
Hospitals, Inc.
Buffalo
Trace Radiation Oncology Associates, LLC
Bullitt
County Hospital, LLC
Care
Health Company, Inc.
Castleview
Hospital, LLC
Castleview
Medical, LLC
Castleview
Physician Practice, LLC
Clinch
Professional Physician Services, LLC
Clinch
Valley Endocrinology, LLC
Clinch
Valley Medical Center, Inc.
Clinch
Valley Pulmonology, LLC
Clinch
Valley Urology, LLC
Colorado
Plains Physician Practices, LLC
Community-Based
Services, LLC
Community
Hospital of Andalusia, Inc.
Community
Medical, LLC
Xxxxxxxx
Hospital, LLC
Xxxxxxxx
PHO, LLC
Danville
Diagnostic Imaging Center, LLC
Danville
Physician Practices, LLC
Danville
Regional Medical Center, LLC
[Amendment
No. 6]
Danville
Regional Medical Center School of Health Professions, LLC
Dodge
City ASC, LLC
Dodge
City Healthcare Group, LLC
Dodge
City Healthcare Partner, Inc.
Xxxxxx
Community Medical Center, LLC
Georgetown
Community Hospital, LLC
Georgetown
Rehabilitation, LLC
Xxxxx
Valley Hospital, LLC
Xxxxxxxx
Hospital, LLC
HCK Xxxxx
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 Physician Practices, LLC
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
Las
Cruces Physician Practices, LLC
LHSC,
LLC
LifePoint
Acquisition Corp.
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.
LifePoint
VA Holdings, Inc.
LifePoint
WV Holdings, Inc.
Xxxxxxxxxx
Regional Hospital, LLC
Xxxxx
General Hospital, LLC
Xxxxx
Healthcare Partner, LLC
Xxxxx
Medical, LLC
Xxxxx
Memorial Hospital, LLC
Xxxxx
Physician Practice, LLC
Los
Alamos Physician Practices, LLC
Martinsville
Physician Practices, LLC
Meadowview
Physician Practice, LLC
Meadowview
Regional Medical Center, LLC
Meadowview
Rights, LLC
Mexia
Principal Healthcare Limited Partnership
Mexia-Principal,
Inc.
Northeastern
Nevada Physician Practices, LLC
Northwest
Medical Center-Winfield, LLC
NWMC-Winfield
Physician Practices, LLC
Opelousas
Imaging Center Partners, LLC
Outpatient
Services, Inc.
Orthopedics
of Southwest Virginia, LLC
Palestine-Principal
G.P., Inc.
PHC
Hospitals, LLC
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-Xxxxxx,
Inc.
PHC-Fort
Mohave, Inc.
PHC-Fort
Xxxxxx, Inc.
PHC-Indiana,
Inc.
PHC-Xxxx,
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-Xxxxxx
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
Xxxxxxx
Practice, LLC
PRHC-Alabama,
LLC
PRHC-Xxxxx
X.X., Inc.
PRHC-Xxxxx,
X.X.
Principal
Hospital Company of Nevada, Inc.
Principal
Xxxx, L.L.C.
Principal
Xxxx, X.X.
Principal-Needles,
Inc.
Province
Healthcare Company
Xxxxxx
Ambulatory Surgery Center, LLC
Xxxxxx
Community Medical Center, LLC
Xxxxxx
Physician Practices, LLC
R.
Xxxxxxx Xxxxx Practice, LLC
Raleigh
General Hospital, LLC
River
Parishes Holdings, LLC
River
Parishes Hospital, LLC
River
Parishes Partner, LLC
River
Parishes Physician Practices, LLC
Riverton
Memorial Hospital, LLC
Riverton
Oncology Practice, LLC
Riverton
Physician Practices, LLC
Riverview
Medical Center, LLC
Rockdale
Hospital, LLC
Russellville
Hospital, LLC
Russellville
Physician Practices, LLC
Select
Healthcare, LLC
Selma
Diagnostic Imaging, LLC
Siletchnik
Practice, LLC
Xxxxx
County Memorial Hospital, LLC
Somerset
Surgery Partner, LLC
Southern
Tennessee EMS, LLC
Southern
Tennessee Medical Center, LLC
Southern
Tennessee PHO, LLC
Spring
View Hospital, LLC
Spring
View Physician Practices, LLC
Springhill
Medical Center, LLC
Xxxxxx
Physician Practices, LLC
Texas
Specialty Physicians
The MRI
Center of Northwest Alabama, LLC
THM
Physician Practice, LLC
Valley
View Physician Practices, LLC
Xxxxxxx
Physician Practices, LLC
Ville
Platte Medical Center, LLC
Ville
Platte Physician Practices, LLC
West
Virginia Management Services Organization, Inc.
Western
Plains Physician Practices, LLC
Western
Plains Regional Hospital, LLC
Woodford
Hospital, LLC
Wyoming
Holdings, LLC
Wythe
County Community Hospital, LLC
Wythe
County Physician Practices, LLC
Zone,
Incorporated
