EXHIBIT 10.17
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of December 30, 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. XXXXX 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 and the Second Amendment to
Credit Agreement dated as of October 1, 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 certain amendments to the Credit
Agreement.
C. The Lenders signing below are willing to consent to such
amendments 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:
"Copy" or "copy": with respect to the submission of
any data, either requested by the Administrative Agent or any
Lender or required by this Agreement, (a) a hard copy thereof,
(b) an electronic transmission thereof or (c) written or
electronic notification referencing an SEC filing containing
such
data and posted on the SEC's website (provided that the
Administrative Agent shall have received from the Loan Parties
hard copy or electronic transmission of such data)."
"Exempt Subsidiary": see Section 6.11.
"Greenfield": construction of a Medical Facility not
constituting an addition to, or extension or modification of,
a facility then owned or used by a Loan Party.
"Inactive Subsidiary": a direct or indirect
Subsidiary of Borrower which is not engaged in any business
operations and has no assets or liabilities and in which
neither Borrower nor any Subsidiary of Borrower has any
Investment (other than a de minimis initial capitalization
sufficient for the formation thereof).
2. By inserting the words "or Greenfields" at the end of
the definition of "Capital Expenditures", immediately prior to the
period.
3. By deleting the definition of "Consolidated EBITDA"
and substituting therefor the following:
"Consolidated EBITDA": for any period, as to
LifePoint Parent and its Subsidiaries, Consolidated Net Income
for such period plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated
Net Income for such period, the sum of (a) income tax expense,
(b) Consolidated Interest Expense, (c) depreciation and
amortization expense (including deferred loan cost
amortization if a non-cash charge), (d) ESOP expense (if a
non-cash charge), (e) non-cash stock compensation expenses and
(f) other non-cash charges not to exceed five percent (5%) of
the book value Consolidated Total Assets as of the last day of
the most recent Reference Period for which the Administrative
Agent has received financial statements pursuant to Section
6.1(a) or (b), all determined on a consolidated basis in
accordance with GAAP.
4. By deleting from the definition of "Consolidated
Interest Expense" the proviso commencing :"; provided however" and
ending immediately prior to the period.
5. By deleting clause (b) of the definition of
"Indebtedness" and substituting therefor the following:
"(b) obligations of such Person for the deferred
purchase price of property or services (other than trade
payables, including without limitation equipment purchase
payables not constituting Capital Lease Obligations, payables
to construction contractors, operating lease obligations and
physician guarantee payments, all to the extent incurred in
the ordinary course of such Person's business)"
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6. By deleting the definition of "Permitted
Acquisitions" and substituting therefor the following:
"Permitted Acquisition or Greenfield": an Acquisition
or Greenfield by Borrower or a Subsidiary Guarantor, subject
to the fulfillment of the following conditions:
(i) Either (A) after giving effect to such Acquisition or
Greenfield or any series of related Acquisitions
and/or Greenfields, the ratio of the Consolidated
Total Debt of LifePoint Parent (calculated as of the
most recently ended Reference Period) plus the
aggregate principal amount of Indebtedness proposed
to be incurred or assumed by Borrower or any of its
Subsidiaries in connection with such Acquisition or
Greenfield, or such series of related Acquisitions
and/or Greenfields, to Consolidated EBITDA for the
most recently ended Reference Period does not exceed
3.00:1.00 or (B) Borrower shall have obtained the
prior written approval of the Required Lenders;
(ii) With respect to each Acquisition, Target EBITDA of
the Target for its most recently ended fiscal year
shall not exceed a negative number greater than 5% of
the Consolidated EBITDA (expressed as a negative
number) for the most recently ended Reference Period;
(iii) With respect to Acquisitions and Greenfields not
approved by the Required Lenders under clause (i)(A)
above, if such Acquisition or Greenfield or any
series of related Acquisitions and/or Greenfields
involves a Total Purchase Price of more than 10% of
the Consolidated Total Assets of LifePoint Parent and
its Subsidiaries (calculated as of the end of the
most recent Reference Period), Borrower shall have
provided written notice thereof to the Lenders at
least seven (7) days prior to the consummation or
commencement thereof, as the case may be;
(iv) If such Acquisition or Greenfield or any series of
related Acquisitions and/or Greenfields involves a
Total Purchase Price of more than $75,000,000 in the
aggregate, then no later than (A) 10 days subsequent
to the consummation of each such Acquisition or the
commencement of each such Greenfield, as the case may
be, Borrower shall have delivered to the
Administrative Agent, with sufficient copies for all
of the Lenders, (1) if clause (i)(A) is applicable
thereto, a certificate of Borrower setting forth the
calculations referred to in such clause and
certifying compliance with such clause and (2) copies
of executed counterparts of the applicable Purchase
Agreements and construction agreements, together with
exhibits, schedules and, for each Greenfield, a
detailed breakdown of construction costs, (B)
promptly following a request therefor, copies of such
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other information or documents relating to such
Acquisition or Greenfield as the Administrative Agent
shall have reasonably requested, and (C) if requested
by the Administrative Agent, promptly following the
consummation of such Acquisition or the commencement
of such Greenfield, certified copies of the
agreements, instruments and documents referred to
above, to the extent the same have been executed and
delivered at the closing under such Purchase
Agreement or construction agreement; and
(v) No Default shall have occurred and be continuing or
reasonably be expected to result from such
Acquisition or Greenfield.
7. By adding the words "or Greenfield" after the word
"Acquisition" where used in the definition of "Total Purchase Price".
8. By deleting the definition of "Restricted Payment"
and substituting therefor the following:
"Restricted Payment": any distribution or payment of
cash or property, or both, directly or indirectly, (a) in
respect of any Subordinated Debt or (b) in respect of any
Equity Interests in any Loan Party or any direct or indirect
Subsidiary of any Loan Party, including without limitation the
acquisition, repurchase, retirement or redemption of any such
Equity Interests, any sinking fund or similar payments and any
dividends, distributions or other payments in respect of such
Equity Interests.
9. By deleting the definition of "Subsidiary Guarantor"
and substituting therefor the following:
"Subsidiary Guarantor": each direct and indirect
Subsidiary of Borrower, excluding any Exempt Subsidiary or
Inactive Subsidiary.
B. FINANCIAL REPORTING. Section 6.1 of the Credit Agreement is
amended by deleting the words "together with consolidating financial statements"
and "and other written reports for such Persons" from subparagraph (a) thereof.
C. INACTIVE AND EXEMPT SUBSIDIARIES. Section 6.11 of the Credit
Agreement is amended as follows:
1. By adding "(other than an Inactive Subsidiary)" after
the word "Subsidiary" where it first appears.
2. By deleting clause (iii) thereof (preceding subclause
(A)) and substituting therefor : "(iii) cause such new Subsidiary (with
the exception of the Exempt Subsidiaries)".
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3. By adding the following sentences at the end thereof:
"Notwithstanding anything to the contrary set forth in this
Section 6.11, Borrower may, from time to time, designate any
Subsidiary which is intended to have health professionals as
minority shareholders and which is not already a Subsidiary
Guarantor (other than Subsidiary Guarantors primarily involved
in operating (but not owning) outpatient surgery centers and
medical office buildings or Subsidiary Guarantors who are no
longer involved in any business activities), as an "Exempt
Subsidiary" by written notice to the Administrative Agent, so
long as (i) no Default or Event of Default shall have occurred
and be continuing after giving effect to such designation,
(ii) after giving effect to such designation, as of the date
of any such designation, no more than 5% of the Consolidated
EBITDA of LifePoint Parent for the most recently ended
Reference Period was derived from the Exempt Subsidiaries,
(iii) after giving effect to such designation, as of the date
of any such designation, the aggregate amount of assets of all
Exempt Subsidiaries does not exceed 10% of the Consolidated
Total Assets of LifePoint Parent calculated as of the last day
of the most recently ended Reference Period, (iv) the Borrower
or a Subsidiary Guarantor owns no less than 51% on a fully
diluted basis of the Equity Interests of the Exempt
Subsidiaries at all times (unless the Disposition of such
Exempt Subsidiary is permitted under Section 7.5), and (v) no
Exempt Subsidiaries are primarily involved in the business of
owning and operating Hospitals. Pursuant to the foregoing, if
an existing Subsidiary Guarantor is designated as an Exempt
Subsidiary, it shall transfer its tangible personal property
(except inventory), real estate and fixtures constituting
Collateral, subject only to the Lien in favor of the
Administrative Agent on behalf of the Lenders and other
existing Permitted Liens hereunder, to a wholly-owned
Subsidiary which becomes a party to the Guarantee and Security
Agreement on or prior to such transfer and assumes all
obligations of such Exempt Subsidiary under any Mortgages, the
Guarantee and Security Agreement and other applicable Security
Documents with respect to such Collateral. Assuming the
designation of an Exempt Subsidiary complies with all of the
foregoing, the Administrative Agent agrees to release the
Exempt Subsidiary from the Guarantee and Security Agreement
and agrees to release the assets remaining in the Exempt
Subsidiary, after the aforementioned transfer, from the
security interest granted in favor of the Lenders pursuant to
the Guarantee and Security Agreement."
D. CONSOLIDATED NET WORTH. Section 7.1(c) of the Credit Agreement
is amended to read in its entirety as follows:
"(c) Consolidated Net Worth. At all times after the
end of the first fiscal quarter to occur after the Closing
Date, permit Consolidated Net Worth of LifePoint Parent to be
less than the sum of (i) $204,400,000 plus (ii) as of the end
of each fiscal quarter to occur after the Closing Date, an
amount equal to 50% of Consolidated Net Income (but not less
than zero) for such fiscal quarter, such
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increases to be cumulative, plus (iii) an amount equal to 100%
of Net Cash Proceeds from any offering of Equity Interests of
Borrower or any direct or indirect Subsidiary of Borrower
consummated after the Closing Date."
E. INDEBTEDNESS. Section 7.2 of the Credit Agreement is amended
as follows:
1. By adding at the end of clause (c) thereof the words:
"or Borrower".
2. By adding the following language at the end of clause
(d) thereof: "provided, however, the aggregate amount of all
Indebtedness owed by Exempt Subsidiaries to Persons other than Borrower
or any Subsidiary Guarantor shall not exceed $10,000,000 at any time
outstanding."
3. By deleting subparagraph (g) thereof and substituting
therefor the following:
"(g) Indebtedness of LifePoint Parent (and the
related Guarantee Obligations, if any) pursuant to any public
offering of Subordinated Debt (including without limitation,
any unsecured Subordinated Debt convertible into Equity
Interests) occurring after the Closing Date, provided that, on
the date such Indebtedness is incurred and after giving effect
thereto, (i) no Default or Event of Default shall have
occurred and be continuing and (ii) the ratio of Consolidated
Total Debt of LifePoint Parent (calculated as of the last day
of the most recently ended Reference Period) plus the
aggregate principal amount of such Indebtedness to
Consolidated EBITDA for such Reference Period does not exceed
3.00:1.00 (and Borrower promptly thereafter delivers to the
Administrative Agent a certificate of Borrower certifying as
to its compliance with the foregoing ratio requirement);"
4. By deleting the word "and" where it appears at the end of
subparagraph (h), inserting the character and word "; and" at the end
of subparagraph (i) in lieu of the period and adding immediately after
such subparagraph (i) the following:
"(j) Indebtedness of Exempt Subsidiaries to Borrower,
any Subsidiary Guarantor and third parties, provided that: (A)
on the date of such incurrence of Indebtedness and after
giving effect thereto, no Default or Event of Default shall
have occurred and be continuing, (B) without limiting the
generality of clause (A) above, the incurrence of any such
Indebtedness payable to Borrower or any Subsidiary Guarantor
shall be in compliance with Section 7.8(v) and (C) the
aggregate amount of all such Indebtedness (whether under this
clause (j) or otherwise) owed by Exempt Subsidiaries to
Persons other than Borrower or a Subsidiary Guarantor shall
not exceed $10,000,000 at any time outstanding."
F. FUNDAMENTAL CHANGES. Section 7.4 of the Credit Agreement is
amended by deleting the word "and" after clause (a) of the first sentence
thereof and adding at the end of such
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sentence the following: "and (c) any Exempt Subsidiary may be merged or
consolidated with or into, or may Dispose of any and all of its assets to,
another Exempt Subsidiary.
G. DISPOSITION OF PROPERTY; EXEMPT SUBSIDIARIES. Section 7.5 of
the Credit Agreement is amended as follows:
1. By deleting subparagraph (e) thereof and relettering
the following subparagraphs accordingly.
2. By deleting the last subparagraph thereof and
substituting therefor the following:
"(f) Asset Sales (other than sales and issuances of
Equity Interests in Exempt Subsidiaries and sale leasebacks
prohibited by Section 7.10) and the sale or issuance of Equity
Interests of any Exempt Subsidiary; provided that (i) the same
shall be for at least fair market value and for cash, cash
equivalents and Investments (to the extent permitted under
Section 7.8(r)), except for any sale or issuance of up to 49%
of the issued and outstanding Equity Interests in an Exempt
Subsidiary, (ii) the aggregate amount of all Asset Sales and
sales or issuances of such Equity Interests during any fiscal
year shall not exceed an amount equal to 10% of the book value
of Consolidated Total Assets of LifePoint Parent (calculated
as of the end of the most recent fiscal year for which the
Administrative Agent has received audited financial
statements), and (iii) no Default or Event of Default shall
exist immediately before or after giving effect to such sale."
H. RESTRICTED PAYMENTS. Section 7.6 of the Credit Agreement is
amended as follows:
1. By deleting subparagraph (g) and substituting
therefor the following:
(g) Borrower may make distributions to LifePoint
Parent in order to permit, and LifePoint Parent may make,
regularly scheduled payments (but not prepayments) of interest
on Subordinated Debt unless, on the date of any such proposed
distribution or payment or after giving effect thereto, a
Default or Event of Default shall have occurred and be
continuing."
2. By deleting the period at the end of subparagraph (h)
thereof, adding the character and word "; and" after such subparagraph
(h) and adding the following subparagraphs (i) and (j) thereafter:
"(i) Any Exempt Subsidiary may (i) declare and pay
dividends and make distributions in respect of its Equity Interests to
the Borrower or any Subsidiary Guarantor, (ii) repay Indebtedness owed
to Borrower or any Subsidiary and (iii) make subordinated intercompany
loans to Borrower or any Subsidiary; and
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(j) In addition to dividends declared and paid and
distributions made as permitted under subparagraph (i) above, any
Exempt Subsidiary may declare or pay pro rata dividends and make pro
rata distributions to minority holders of its Equity Interests,
provided that, on the date of any such Restricted Payment and after
giving effect thereto, (i) the majority shareholder of the Exempt
Subsidiary shall have received its pro rata share of such dividend and
distribution, and (ii) the aggregate amount of all such dividends
declared and paid and distributions made by any Exempt Subsidiary in
any fiscal year shall not exceed the amount which such Exempt
Subsidiary is legally required by contract to pay (which amount shall
not be greater than such minority holders pro rata share of such Exempt
Subsidiary's net income, cash flow or allocable share of Consolidated
EBITDA, as applicable, for such fiscal year)."
I. CAPITAL EXPENDITURES. Section 7.7 of the Credit Agreement is
amended to read in its entirety as follows:
"7.7 Capital Expenditures. Make Capital Expenditures in any consecutive
four quarters, except Capital Expenditures in an amount not to exceed
15% of consolidated net revenues of LifePoint Parent for the
immediately preceding consecutive four quarters, determined on a
consolidated basis in accordance with GAAP."
J. PERMITTED INVESTMENTS. Section 7.8 of the Credit Agreement is
amended as follows:
1. By substituting the words "its Subsidiaries" for the
words "the Subsidiary Guarantors" in the first line of subparagraph (d)
thereof.
2. By adding the words "and Greenfields" after the words
"Permitted Acquisitions" in subparagraph (i) thereof.
3. By deleting subparagraph (s) thereof and adding the
following after subparagraph (r):
"(s) Investments directly or indirectly constituting
guaranties of physician income, provided that any cash payment
by Borrower or any Subsidiary with respect to such Investment
is treated as an expense for accounting purposes;
(t) Investments by Exempt Subsidiaries in other
Exempt Subsidiaries;
(u) Investments consisting of the purchase of
any of the minority Equity Interests of any third party
investor in a Subsidiary of Borrower, unless, on the date of
any such proposed Investment or after giving effect thereto, a
Default or Event of Default shall have occurred and be
continuing.;
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(v) Investments by Borrower or any Subsidiary of
Borrower (other than an Exempt Subsidiary) in any Exempt
Subsidiary made (A) on the date such Exempt Subsidiary is
designated as such in accordance with the provisions of
Section 6.11 (and any renewal or replacement of such
Investment in an amount no greater than that being renewed or
replaced) and (B) after the date of such designation; provided
that, on the date such Investment is made and after giving
effect thereto, (i) no Default or Event of Default shall have
occurred and be continuing, (ii) the aggregate assets of all
Exempt Subsidiaries do not exceed 10% of the Consolidated
Total Assets of LifePoint Parent (calculated as of the end of
the most recent Reference Period for which the Administrative
Agent has received financial statements), and (iii) no more
than 5% of the Consolidated EBITDA of LifePoint Parent for the
most recently ended Reference Period shall have been derived
from the Exempt Subsidiaries (calculated as of the end of the
most recent Reference Period for which the Administrative
Agent has received financial statements);
(w) deposits made by Borrower or any Subsidiary
in connection with self-retention or self-insurance of general
liability, medical malpractice, professional liability,
property or workers' compensation liability which are required
by providers of general liability, medical malpractice,
professional liability, property or workers' compensation
insurance to Borrower or any Subsidiary; and
(x) Investments of a nature not contemplated in
the foregoing subsections in an amount not to exceed at any
time three percent (3%) of the Consolidated Total Assets of
LifePoint Parent at such time, provided that, on the date of
any such proposed Investment and after giving effect thereto,
no Event of Default shall have occurred and be continuing."
K. CERTAIN AGREEMENTS. Section 7.15 of the Credit Agreement is
amended to read in its entirety as follows:
"7.15 Certain Agreements. Amend or modify the Transition Agreements or
any documents, if any, evidencing any Subordinated Debt hereafter
permitted. Amend or modify the Organizational Documents of the Existing
Joint Venture in a manner adverse to Borrower's direct or indirect
partnership interest therein. Amend or modify any agreements relating
to any Exempt Subsidiary to increase the amount of dividends and
distributions or other Restricted Payments payable to the minority
shareholders at any time after and during the continuance of a Default
or an Event of Default."
L. 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.
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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 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:
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(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:
--------------------------
Title:
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FLEET NATIONAL BANK,
as Administrative Agent and a Lender
By:
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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 Third Amendment
SUNTRUST BANK,
as Co-Documentation Agent and a Lender
By:
-------------------------------
Name:
--------------------------
Title:
-------------------------
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:
--------------------------
Title:
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CREDIT SUISSE FIRST BOSTON,
as a Lender
By:
-------------------------------
Name:
--------------------------
Title:
-------------------------
By:
-------------------------------
Name:
--------------------------
Title:
-------------------------
FIRSTAR BANK, N.A.,
as a Lender
By:
-------------------------------
Name:
--------------------------
Title:
-------------------------
(signatures continued)
Signature Page to Third Amendment
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By:
-------------------------------
Name:
--------------------------
Title:
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XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By:
-------------------------------
Name:
--------------------------
Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:
-------------------------------
Name:
--------------------------
Title:
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Signature Page to Third 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 Third Amendment to Credit Agreement dated as of
December 30, 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:
-----------------------
Title:
----------------------
CONSENT AND CONFIRMATION OF SECURITY OF SUBSIDIARIES
Each of the undersigned Subsidiaries of the Borrower hereby joins in
the execution of the foregoing Third Amendment to Credit Agreement dated as of
December 30, 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-XXXXXXXX, LLC
AMG-HILCREST, LLC
AMG-HILLSIDE, LLC
AMG-XXXXXXXXXX, LLC
AMG-XXXXX, 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
XXXXXX 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
XXXXXXXX HOSPITAL, LLC
XXXXXXXX PHO, LLC
DODGE CITY HEALTHCARE GROUP, L.P.
DODGE CITY HEALTHCARE PARTNER, INC.
(signatures continued)
GEORGETOWN COMMUNITY HOSPITAL, LLC
GEORGETOWN REHABILITATION, LLC
XXXXXXXX HOSPITAL, LLC
HCK XXXXX 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.
XXXXXXXXXX REGIONAL HOSPITAL, LLC
XXXXX MEDICAL, LLC
(signatures continued)
XXXXX MEMORIAL HOSPITAL, LLC
XXXXX PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER,
LLC
MEADOWVIEW RIGHTS, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
XXXXXXX PRACTICE, LLC
XXXXXX COMMUNITY MEDICAL CENTER, LLC
XXXXXX DIAGNOSTIC IMAGING CENTER, LLC
R. XXXXXXX XXXXX PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
SELECT HEALTHCARE, 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
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
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
(duly authorized signatory as to all)
