EX-10.2 FOURTH AMENDMENT TO CREDIT AGREEMENT

EX-10.2 3 g90088exv10w2.txt EX-10.2 FOURTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.2 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of June 18, 2004 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. BROWN 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 that certain letter agreement dated as of April 2, 2002, the First Amendment to Credit Agreement dated as of April 30, 2002, that certain letter agreement dated as of May 16, 2002, the Second Amendment to Credit Agreement dated as of October 1, 2002, the Third Amendment to Credit Agreement dated as of December 30, 2002, and that certain letter agreement dated as of November 20, 2003 (as so amended, the "Credit Agreement"). Capitalized terms used herein without definition have the meanings assigned to them in the Credit Agreement. B. The Borrower has requested that the Credit Agreement be amended to permit the prepayment or redemption of certain Subordinated Debt. C. The Lenders signing below are willing to consent to such amendment 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 definition in alphabetical order: "Convertible Subordinated Notes": the $250,000,000 in 4.50% Convertible Subordinated Notes due June 1, 2009 issued by LifePoint Parent on or about May 22, 2002. 2. By amending and restating the definition of "Subordinated Debt" as follows: "Subordinated Debt": the High Yield Offering, the Convertible Subordinated Notes, and any other Indebtedness of Borrower or any of its Subsidiaries subordinated on terms satisfactory to the Administrative Agent and the Required Lenders pursuant to written agreements in form and substance satisfactory to the Administrative Agent. B. Restricted Payments. Section 7.6 of the Credit Agreement is hereby amended by deleting the period at the end of subparagraph (j) thereof, adding the character and word "; and" after such subparagraph (j), and adding the following subparagraph (k) thereafter: "(k) Borrower shall be permitted to prepay, redeem, defease, repurchase or otherwise acquire up to an aggregate amount of $150,000,000 of its Convertible Subordinated Notes, unless on the date of any such proposed prepayment, redemption, defeasance, repurchase or other acquisition (or, if earlier, on the date Borrower becomes obligated to consummate such transaction) or after giving effect thereto, an Event of Default shall have occurred and be continuing." C. 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. 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 - 2 - 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: (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. - 3 - 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.] - 4 - 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: _________________________________________ Name: ___________________________________ Title: __________________________________ FLEET NATIONAL BANK, as Administrative Agent and a Lender By: _________________________________________ 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 Fourth Amendment SUNTRUST BANK, as Co-Documentation Agent and a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ By: _________________________________________ Name: ___________________________________ Title: __________________________________ CREDIT SUISSE FIRST BOSTON, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ By: _________________________________________ Name: ___________________________________ Title: __________________________________ U.S. BANK NATIONAL ASSOCIATION, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ (signatures continued) Signature Page to Fourth Amendment NATIONAL CITY BANK OF KENTUCKY, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ MERRILL LYNCH CAPITAL CORPORATION, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: _________________________________________ Name: ___________________________________ Title: __________________________________ Signature Page to Fourth 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 Fourth Amendment to Credit Agreement dated as of June 18, 2004 (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: _________________________________________ 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 Fourth Amendment to Credit Agreement dated as of June 18, 2004 (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-CROCKETT, LLC AMG-HILCREST, LLC AMG-HILLSIDE, LLC AMG-LIVINGSTON, LLC AMG-LOGAN, 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 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 BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC BURDICK WEST PHYSICIAN PRACTICE, LLC CASTLEVIEW HOSPITAL, LLC CASTLEVIEW MEDICAL, LLC CASTLEVIEW PHYSICIAN PRACTICE, LLC COMMUNITY HOSPITAL OF ANDALUSIA, INC. COMMUNITY MEDICAL, LLC CROCKETT HOSPITAL, LLC CROCKETT PHO, LLC DODGE CITY HEALTHCARE GROUP, L.P. DODGE CITY HEALTHCARE PARTNER, INC. (signatures continued) 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 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 LAKELAND COMMUNITY HOSPITAL, LLC LANDER VALLEY MEDICAL CENTER, LLC LANDER VALLEY PHYSICIAN PRACTICE, 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. LIVINGSTON REGIONAL HOSPITAL, LLC LOGAN GENERAL HOSPITAL, LLC (signatures continued) 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 NORTHWEST MEDICAL CENTER-WINFIELD, LLC NWMC-WINFIELD PHYSICIAN PRACTICE, LLC PINELAKE PHYSICIAN PRACTICE, LLC PINELAKE REGIONAL HOSPITAL, LLC POITRAS PRACTICE, LLC PUTNAM COMMUNITY MEDICAL CENTER, LLC R. KENDALL BROWN PRACTICE, LLC RIVERTON MEMORIAL HOSPITAL, LLC RIVERTON PHYSICIAN PRACTICES, LLC RIVERVIEW MEDICAL CENTER, LLC RUSSELLVILLE HOSPITAL, LLC RUSSELLVILLE PHYSICIAN PRACTICES, LLC SELECT HEALTHCARE, 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 THM PHYSICIAN PRACTICE, LLC VILLE PLATTE MEDICAL CENTER, LLC WEST VIRGINIA PHYSICIAN PRACTICE, LLC WESTERN PLAINS REGIONAL HOSPITAL, LLC WOODFORD HOSPITAL, LLC WYOMING HOLDINGS, LLC By: _________________________________________ Name: __________________________________ Title: _________________________________ (duly authorized signatory as to all)