Contract
Exhibit 4.1
THIS FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”), dated as of August 23, 2013, is by and among LifePoint Hospitals, Inc. a Delaware corporation (the “Company”), the guarantors named herein (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below, as defined below.
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of September 23, 2010, as supplemented by that First Supplemental Indenture, dated as of July 19, 2011, that Second Supplemental Indenture dated as of February 8, 2012 and that Third Supplemental Indenture dated as of September 28, 2012 (together, the “Indenture”), providing for the issuance of the Company’s 6.625% Senior Notes due 2020 (the “Notes”);
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, subject to certain conditions contained therein; and
WHEREAS, pursuant to a Consent Solicitation Statement dated July 30, 2013 (as amended on August 21, 2013, the “Consent Solicitation Statement”) and the related Consent Form (as such term is defined in the Consent Solicitation Statement and, together with the Consent Solicitation Statement, the “Consent Solicitation”), the Company solicited the Holders of the Notes for approval to amend and modify certain provisions contained in the Indenture (the “Proposed Amendments”); and
WHEREAS, the Holders of at least a majority in principal amount of the Notes outstanding as of the Record Date (as defined in the Consent Solicitation) have tendered Consents (as such term is defined in the Consent Solicitation) pursuant to the terms of the Consent Solicitation and have approved the Proposed Amendments as described in this Fourth Supplemental Indenture; and
WHEREAS, pursuant to Article 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Fourth Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amendments to the Indenture. The Indenture is hereby amended as follows:
(a) The definition of “Excluded Subsidiaries” in Section 1.01 of the Indenture shall be amended and restated in its entirety as follows:
“Excluded Subsidiaries” means those Domestic Subsidiaries that are designated by the Company as Domestic Subsidiaries that will not be Guarantors; provided, however, that in no event will the Excluded Subsidiaries, either individually or collectively, hold more than 45% of the consolidated assets of the Company and its Domestic Subsidiaries as of the end of any fiscal quarter (determined as of the most recent fiscal quarter for which the Company has internal financial statements available); provided, further, that any wholly owned Domestic Subsidiary that guarantees any Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.07 hereof may not be designated as or continue to be an Excluded Subsidiary. In the event any Domestic Subsidiaries, individually or collectively, previously designated as Excluded Subsidiaries cease to meet the requirements of the previous sentence, the Company will, within 60 calendar days following such event, cause one or more of such Domestic Subsidiaries to become Guarantors so that the requirements of the previous sentence are complied with. After the Issue Date, the Company may designate Domestic Subsidiaries as Excluded Subsidiaries by an Officers’ Certificate submitted to the Trustee. Notwithstanding the foregoing, no Existing Guarantor may be designated as an Excluded Subsidiary unless, after giving effect to such release, the Excluded Subsidiaries will not, either individually or collectively, hold more than 25% of the consolidated assets of the Company and its Domestic Subsidiaries as of the end of any fiscal quarter or account for more than 25% of the consolidated revenue of the Company and its Domestic Subsidiaries during the most recent four-quarter period (in each case determined as of the most recent fiscal quarter for which the Company has internal financial statements available).
(b) The definition of “Existing Guarantors” shall be added to Section 1.01 of the Indenture as follows:
“Existing Guarantors” means those Domestic Subsidiaries that are Guarantors immediately prior to the date of this Supplemental Indenture.
(c) The first paragraph of Section 4.07 of the Indenture shall be amended by adding the following as the final sentence of such paragraph:
Notwithstanding the foregoing, Indebtedness incurred by non wholly owned Excluded Subsidiaries pursuant to this first paragraph of Section 4.07 may not exceed $250.0 million at any time outstanding.
3. Receipt by Trustee. In accordance with Section 9.02 of the Indenture, the Trustee acknowledges that it has received a copy of the Board Resolution authorizing the execution of this Fourth Supplemental Indenture and the Act of the Holders of the Notes consenting to the Proposed Amendment evidenced by this Fourth Supplemental Indenture. In addition, in accordance with Section 9.06, Section 12.04, and Section 12.05 of the Indenture, the Trustee acknowledges that it has received an Officers’ Certificate and Opinion of Counsel stating
that the execution of this Fourth Supplement Indenture is authorized or permitted by the Indenture, and that all conditions precedent have been complied with.
4. New York Law to Govern. The Internal Law of the State of New York shall govern and be used to construe this Supplemental Indenture but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
5. Severability. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be original, but all of them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
9. Ratification of Indenture; Fourth Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Vice President and Corporate Secretary |
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
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By: |
/s/ Xxxxxxxx X. Xxxxx | |
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Name: Xxxxxxxx X. Xxxxx | |
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Title: Vice President |
[Guarantor Signature Pages Follow]
[Signature Page to Fourth Supplemental Indenture]
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AMERICA MANAGEMENT COMPANIES, LLC |
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AMG-XXXXXXXX, LLC |
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AMG-HILCREST, LLC |
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AMG-HILLSIDE, LLC |
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AMG-XXXXXXXXXX, LLC |
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AMG-XXXXX, LLC |
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AMG-SOUTHERN TENNESSEE, LLC |
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AMG-TRINITY, LLC |
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ANDALUSIA PHYSICIAN PRACTICES, LLC |
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ASHLAND PHYSICIAN SERVICES, LLC |
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ASHLEY VALLEY MEDICAL CENTER, LLC |
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ASHLEY VALLEY PHYSICIAN PRACTICE, LLC |
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ATHENS PHYSICIANS PRACTICE, LLC |
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ATHENS REGIONAL MEDICAL CENTER, LLC |
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ATHENS SURGERY CENTER PARTNER, LLC |
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XXXXXX MEDICAL CENTER, LLC |
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BARTOW GENERAL PARTNER, LLC |
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BARTOW HEALTHCARE SYSTEM, LTD. |
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BARTOW MEMORIAL LIMITED PARTNER, LLC |
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BOLIVAR PHYSICIAN PRACTICES, LLC |
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BOURBON COMMUNITY HOSPITAL, LLC |
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BOURBON PHYSICIAN PRACTICE, LLC |
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BRIM HOSPITALS, INC. |
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BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC |
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CARE HEALTH COMPANY, INC. |
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CASTLEVIEW HOSPITAL, LLC |
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CASTLEVIEW MEDICAL, LLC |
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CASTLEVIEW PHYSICIAN PRACTICE, LLC |
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XXXXX REGIONAL PHYSICIAN PRACTICES, LLC |
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CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC |
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CLINCH VALLEY MEDICAL CENTER, INC. |
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CLINCH VALLEY PHYSICIANS ASSOCIATES, LLC |
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CLINCH VALLEY PULMONOLOGY, LLC |
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CLINCH VALLEY UROLOGY, LLC |
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COLORADO PLAINS PHYSICIAN PRACTICES, LLC |
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COMMUNITY HOSPITAL OF ANDALUSIA, INC. |
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COMMUNITY MEDICAL, LLC |
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COMMUNITY-BASED SERVICES, LLC |
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XXXXXXXX HOSPITAL, LLC |
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XXXXXXXX PHO, LLC |
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DANVILLE DIAGNOSTIC IMAGING CENTER, LLC |
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DANVILLE PHYSICIAN PRACTICES, LLC |
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DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC |
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DANVILLE REGIONAL MEDICAL CENTER, LLC |
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DLP PARTNER MARQUETTE, LLC |
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DLP PARTNER TWIN COUNTY, LLC |
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DLP PARTNER, LLC |
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DODGE CITY HEALTHCARE GROUP, LLC |
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DODGE CITY HEALTHCARE PARTNER, INC. |
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GEORGETOWN COMMUNITY HOSPITAL, LLC |
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GEORGETOWN REHABILITATION, LLC |
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XXXXX VALLEY HOSPITAL, LLC |
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XXXXXXXX HOSPITAL, LLC |
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HCK XXXXX MEMORIAL, LLC |
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HDP ANDALUSIA, LLC |
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HDP GEORGETOWN, LLC |
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HILLSIDE HOSPITAL, LLC |
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HISTORIC LIFEPOINT HOSPITALS, INC. |
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HRMC, LLC |
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HSC MANAGER, LLC |
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HSCGP, LLC |
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HST PHYSICIAN PRACTICE, LLC |
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HTI GEORGETOWN, LLC |
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HTI PINELAKE, LLC |
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INTEGRATED PHYSICIAN SERVICES, LLC |
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KANSAS HEALTHCARE MANAGEMENT COMPANY, INC. |
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KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC |
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KENTUCKY HOSPITAL, LLC |
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KENTUCKY MEDSERV, LLC |
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KENTUCKY MSO, LLC |
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KENTUCKY PHYSICIAN SERVICES, INC. |
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LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC |
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LAKE CUMBERLAND PHYSICIAN PRACTICES, LLC |
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LAKE CUMBERLAND REGIONAL HOSPITAL, LLC |
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LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC |
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LAKELAND COMMUNITY HOSPITAL, LLC |
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LAKELAND PHYSICIAN PRACTICES, LLC |
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XXXXX SURGERY CENTER, X.X. |
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XXXXXX VALLEY AMBULATORY SURGERY CENTER, LLC |
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LANDER VALLEY MEDICAL CENTER, LLC |
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LANDER VALLEY PHYSICIAN PRACTICES, LLC |
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LAS CRUCES ENDOSCOPY PARTNER, LLC |
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LAS CRUCES PHYSICIAN PRACTICES, LLC |
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LCMC MRI, LLC |
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LCMC PET, LLC |
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LHSC, LLC |
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LIFEPOINT ACQUISITION CORP. |
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LIFEPOINT BILLING SERVICES, LLC |
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LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP |
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LIFEPOINT CSLP, LLC |
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LIFEPOINT HOLDINGS 2, LLC |
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LIFEPOINT HOLDINGS 3, INC. |
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LIFEPOINT HOSPITALS HOLDINGS, INC. |
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LIFEPOINT MEDICAL GROUP - HILLSIDE, INC |
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LIFEPOINT OF GAGP, LLC |
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LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP |
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LIFEPOINT OF KENTUCKY, LLC |
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LIFEPOINT OF LAKE CUMBERLAND, LLC |
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LIFEPOINT RC, INC. |
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LIFEPOINT VA HOLDINGS, INC. |
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LIFEPOINT WV HOLDINGS, INC. |
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XXXXXXXXXX REGIONAL HOSPITAL, LLC |
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XXXXX GENERAL HOSPITAL, LLC |
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XXXXX HEALTHCARE PARTNER, LLC |
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XXXXX MEDICAL, LLC |
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XXXXX MEMORIAL HOSPITAL, LLC |
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XXXXX PHYSICIAN PRACTICE, LLC |
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LOS ALAMOS PHYSICIAN PRACTICES, LLC |
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MARTINSVILLE PHYSICIAN PRACTICES, LLC |
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MEADOWVIEW PHYSICIAN PRACTICE, LLC |
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MEADOWVIEW REGIONAL MEDICAL CENTER, LLC |
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MEADOWVIEW RIGHTS, LLC |
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MEMORIAL HOSPITAL OF MARTINSVILLE & XXXXX COUNTY AMBULATORY SURGERY CENTER, LLC |
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MEMORIAL PROMPT CARE, LLC |
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MERCY PHYSICIAN PRACTICES, LLC |
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MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP |
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MEXIA-PRINCIPAL, INC. |
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MINDEN PHYSICIAN PRACTICES, LLC |
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NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC |
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NORTHWEST MEDICAL CENTER-WINFIELD, LLC |
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NORTON PARTNER, LLC |
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NWMC — WINFIELD ANESTHESIA PHYSICIANS, LLC |
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NWMC — WINFIELD HOSPITALIST PHYSICIANS, LLC |
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NWMC-WINFIELD PHYSICIAN PRACTICES, LLC |
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OPELOUSAS IMAGING CENTER PARTNER, LLC |
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OPELOUSAS PET/CT IMAGING CENTER, LLC |
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ORTHOPEDICS OF SOUTHWEST VIRGINIA, LLC |
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PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP |
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PALESTINE-PRINCIPAL G.P., INC. |
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PHC HOSPITALS, LLC |
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PHC-ASHLAND, L.P. |
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PHC-AVIATION, INC. |
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PHC-BELLE GLADE, INC. |
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PHC-CHARLESTOWN, L.P. |
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PHC-CLEVELAND, INC. |
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PHC-DOCTORS’ HOSPITAL, INC. |
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PHC-ELKO, INC. |
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PHC-FORT MOHAVE, INC. |
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PHC-FORT XXXXXX, INC. |
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PHC-INDIANA, INC. |
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PHC-XXXX, INC. |
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PHC-LAKE HAVASU, INC. |
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PHC-LAKEWOOD, INC. |
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PHC-LAS CRUCES, INC. |
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PHC-LOS ALAMOS, INC. |
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PHC-LOUISIANA, INC. |
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PHC-MARTINSVILLE, INC. |
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PHC-MINDEN G.P., INC. |
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PHC-MINDEN, L.P. |
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PHC-XXXXXX CITY, L.P. |
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PHC-MORGAN LAKE, INC. |
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PHC-OPELOUSAS, L.P. |
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PHC-PALESTINE, INC. |
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PHC-SELMA, LLC |
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PHC-TENNESSEE, INC. |
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PINELAKE PHYSICIAN PRACTICE, LLC |
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XXXXXXX PRACTICE, LLC |
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PRHC-ALABAMA, LLC |
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PRHC-XXXXX X.X., INC. |
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PRHC-XXXXX, X.X. |
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PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC. |
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PRINCIPAL XXXX, L.L.C. |
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PRINCIPAL XXXX, X.X. |
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PRINCIPAL-NEEDLES, INC. |
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PROVINCE HEALTHCARE COMPANY |
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XXXXXX AMBULATORY SURGERY CENTER, LLC |
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XXXXXX COMMUNITY MEDICAL CENTER, LLC |
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XXXXXX PHYSICIAN PRACTICES, LLC |
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R. XXXXXXX XXXXX PRACTICE, LLC |
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RALEIGH GENERAL HOSPITAL, LLC |
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RIVER PARISHES HOLDINGS, LLC |
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RIVER PARISHES HOSPITAL, LLC |
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RIVER PARISHES PARTNER, LLC |
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RIVER PARISHES PHYSICIAN PRACTICES, LLC |
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RIVERTON MEMORIAL HOSPITAL, LLC |
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RIVERTON ONCOLOGY PRACTICE, LLC |
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RIVERTON PHYSICIAN PRACTICES, LLC |
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RIVERVIEW MEDICAL CENTER, LLC |
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RIVERVIEW PHYSICIAN PRACTICES, LLC |
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ROCKDALE CLINICALLY INTEGRATED MEDICAL CARE ORGANIZATION, LLC |
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ROCKDALE HOSPITAL, LLC |
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ROCKDALE PHYSICIAN PRACTICES, LLC |
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RUSSELLVILLE HOSPITAL, LLC |
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RUSSELLVILLE PHYSICIAN PRACTICES, LLC |
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SELECT HEALTHCARE, LLC |
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SELMA DIAGNOSTIC IMAGING, LLC |
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SILETCHNIK PRACTICE, LLC |
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XXXXX COUNTY MEMORIAL HOSPITAL, LLC |
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SOMERSET SURGERY PARTNER, LLC |
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SOUTHERN TENNESSEE EMS, LLC |
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SOUTHERN TENNESSEE MEDICAL CENTER, LLC |
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SOUTHERN TENNESSEE PHO, LLC |
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SPRING VIEW HOSPITAL, LLC |
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SPRING VIEW PHYSICIAN PRACTICES, LLC |
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SPRINGHILL MEDICAL CENTER, LLC |
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SST COMMUNITY HEALTH, L.L.C. |
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XXXXXX PHYSICIAN PRACTICES, LLC |
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XXXXXX PHYSICIAN PRACTICES, LLC |
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XXXXXX REAL ESTATE HOLDINGS, LLC |
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XXXXXX REGIONAL MEDICAL CENTER, LLC |
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TEXAS SPECIALTY PHYSICIANS |
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THE MRI CENTER OF NORTHWEST ALABAMA, LLC |
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THM PHYSICIAN PRACTICE, LLC |
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XXXXXXXXX MEDICAL CENTER, LLC |
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XXXXXXXXX PHYSICIAN PRACTICES, LLC |
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VALLEY VIEW PHYSICIAN PRACTICES, LLC |
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XXXXXXX PHYSICIAN PRACTICES, LLC |
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VILLE PLATTE MEDICAL CENTER, LLC |
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WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC. |
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WESTERN PLAINS PHYSICIAN PRACTICES, LLC |
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WESTERN PLAINS REGIONAL HOSPITAL, LLC |
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WOODFORD HOSPITAL, LLC |
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XXXXX MEMORIAL HOSPITAL |
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WYOMING HOLDINGS, LLC |
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WYTHE COUNTY COMMUNITY HOSPITAL, LLC |
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WYTHE COUNTY PHYSICIAN PRACTICES, LLC |
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ZONE, INCORPORATED |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
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LIFEPOINT ASSET MANAGEMENT COMPANY, INC. | |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Assistant Secretary |
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PINELAKE REGIONAL HOSPITAL, LLC | |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Senior Vice President, Secretary and Treasurer |