ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT, dated as of May 11, 1999 (the "Agreement"), is
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made and entered into by and among LIFEPOINT HOSPITALS, INC. ("LifePoint
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Parent") and FLEET NATIONAL BANK, in its capacity as Administrative Agent under
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the Credit Agreement (as hereinafter defined). Terms capitalized herein but not
otherwise defined shall have the meanings set forth in the Credit Agreement.
WITNESSETH
WHEREAS, pursuant to that certain Credit Agreement dated as of May 11, 1999
(as amended, modified, extended, renewed or replaced from time to time, the
"Credit Agreement"), among Healthtrust, Inc. - The Hospital Company ("HTI"), as
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Borrower, the Lenders party thereto and Fleet National Bank, as Administrative
Agent, and others, the Lenders agreed to provide HTI with certain credit
facilities;
WHEREAS, in connection with the Spinoff (a) all of the right, title and
interest of HTI in and to certain assets owned by HTI prior to the Spinoff have
vested in LifePoint Parent, and (b) LifePoint Parent possesses all of the
rights, powers and privileges formerly held by HTI under the Loan Documents; and
WHEREAS, LifePoint Parent now desires to assume all of the rights,
obligations, duties and responsibilities of HTI under the Loan Documents;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Assumption. Effective as of the date hereof, LifePoint Parent
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hereby (i) assumes all of the rights, duties and obligations of HTI under the
Credit Agreement and other Loan Documents, (ii) irrevocably and unconditionally
agrees with the Administrative Agent and the Lenders to be bound by all of the
terms and conditions of the Credit Agreement and all other Loan Documents and to
perform all of the obligations and discharge all of the liabilities of HTI
existing at or accrued prior to the date hereof or hereafter arising under the
Credit Agreement and all other Loan Documents and (iii) without limiting any of
the foregoing, ratifies, and agrees to be bound by, (A) the representations and
warranties set forth in Section 5 of the Credit Agreement and (B) all of the
affirmative and negative covenants set forth in Sections 6 and 7 of the Credit
Agreement. Without limiting the generality of the foregoing terms of this
Section 1, LifePoint Parent hereby promises to pay to each Lender the principal
balance of, and accrued interest on, each Loan made under the Loan Documents.
SECTION 2. References in the Loan Documents. From and after the execution
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and delivery of this Agreement, (a) LifePoint Parent shall have succeeded HTI as
the "Borrower" under the Loan Documents, and all references to the "Borrower" in
the Credit Documents shall refer to LifePoint Parent and not to HTI and (b) all
references to the "Credit Agreement" in any
Loan Documents shall refer to the Credit Agreement, as modified by this
Agreement. Except as expressly modified by this Agreement, all of the terms and
provisions of the Credit Agreement shall remain in full force and effect.
SECTION 3. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
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OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT
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HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 5. Severability. If any provision of this Agreement is determined
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to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be
construed in without giving effect to the illegal, invalid or unenforceable
provisions.
SECTION 6. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered under seal by their duly authorized officers as of the
date first above written.
LIFEPOINT HOSPITALS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxx III
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Name: Xxxxxxx X. Xxxxxxxxx III
Title: Senior Vice President
FLEET NATIONAL BANK
By:/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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