Fourth Supplemental Indenture to 6.625% Senior Notes Due 2020—LifePoint Hospitals, Inc., Guarantors, and The Bank of New York Mellon Trust Company, N.A.

Summary

This agreement is a Fourth Supplemental Indenture dated August 23, 2013, among LifePoint Hospitals, Inc., its guarantor subsidiaries, and The Bank of New York Mellon Trust Company, N.A., as trustee. It amends the original indenture governing LifePoint's 6.625% Senior Notes due 2020, updating definitions and limits related to subsidiary guarantees and indebtedness. The changes were approved by a majority of noteholders and are now binding. The agreement is governed by New York law and confirms that all other terms of the original indenture remain in effect.

EX-4.1 2 a13-19195_1ex4d1.htm EX-4.1

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

 

2



 

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.

 

3



 

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

 

LIFEPOINT HOSPITALS, INC.

 

 

 

 

 

By:

/s/ Christy S. Green

 

 

Name:

Christy S. Green

 

 

Title:

Vice President and Corporate Secretary

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 

 

 

 

 

By:

/s/ Lawrence M. Kusch

 

 

Name: Lawrence M. Kusch

 

 

Title:   Vice President

 

[Guarantor Signature Pages Follow]

 

[Signature Page to Fourth Supplemental Indenture]

 



 

 

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

 

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

 

ATHENS SURGERY CENTER PARTNER, LLC

 

BARROW 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

 

CARE HEALTH COMPANY, INC.

 

CASTLEVIEW HOSPITAL, LLC

 

CASTLEVIEW MEDICAL, LLC

 

CASTLEVIEW PHYSICIAN PRACTICE, LLC

 

CLARK REGIONAL PHYSICIAN PRACTICES, LLC

 

CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC

 

CLINCH VALLEY MEDICAL CENTER, INC.

 

CLINCH VALLEY PHYSICIANS ASSOCIATES, LLC

 

CLINCH VALLEY PULMONOLOGY, LLC

 

CLINCH VALLEY UROLOGY, LLC

 

COLORADO PLAINS PHYSICIAN PRACTICES, LLC

 

COMMUNITY HOSPITAL OF ANDALUSIA, INC.

 

COMMUNITY MEDICAL, LLC

 

COMMUNITY-BASED SERVICES, LLC

 

CROCKETT HOSPITAL, LLC

 

CROCKETT PHO, LLC

 

DANVILLE DIAGNOSTIC IMAGING CENTER, LLC

 

DANVILLE PHYSICIAN PRACTICES, LLC

 

DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC

 

DANVILLE REGIONAL MEDICAL CENTER, LLC

 

DLP PARTNER MARQUETTE, LLC

 

DLP PARTNER TWIN COUNTY, LLC

 

DLP PARTNER, LLC

 

DODGE CITY HEALTHCARE GROUP, LLC

 



 

 

DODGE CITY HEALTHCARE PARTNER, INC.

 

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

 

HISTORIC LIFEPOINT HOSPITALS, INC.

 

HRMC, LLC

 

HSC MANAGER, LLC

 

HSCGP, 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 CARDIOLOGY ASSOCIATES, LLC

 

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

 

LAMAR SURGERY CENTER, L.P.

 

LANDER VALLEY AMBULATORY SURGERY CENTER, LLC

 

LANDER VALLEY MEDICAL CENTER, LLC

 

LANDER VALLEY PHYSICIAN PRACTICES, LLC

 

LAS CRUCES ENDOSCOPY PARTNER, LLC

 

LAS CRUCES PHYSICIAN PRACTICES, LLC

 

LCMC MRI, LLC

 

LCMC PET, LLC

 

LHSC, LLC

 

LIFEPOINT ACQUISITION CORP.

 

LIFEPOINT BILLING SERVICES, LLC

 

LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP

 

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.

 

LIVINGSTON REGIONAL HOSPITAL, LLC

 

LOGAN GENERAL HOSPITAL, LLC

 

LOGAN HEALTHCARE PARTNER, LLC

 

LOGAN MEDICAL, LLC

 

LOGAN MEMORIAL HOSPITAL, LLC

 

LOGAN PHYSICIAN PRACTICE, LLC

 

LOS ALAMOS PHYSICIAN PRACTICES, LLC

 

MARTINSVILLE PHYSICIAN PRACTICES, LLC

 

MEADOWVIEW PHYSICIAN PRACTICE, LLC

 

MEADOWVIEW REGIONAL MEDICAL CENTER, LLC

 

MEADOWVIEW RIGHTS, LLC

 

MEMORIAL HOSPITAL OF MARTINSVILLE & HENRY COUNTY AMBULATORY SURGERY CENTER, LLC

 

MEMORIAL PROMPT CARE, LLC

 

MERCY PHYSICIAN PRACTICES, LLC

 

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

 

MEXIA-PRINCIPAL, INC.

 

MINDEN PHYSICIAN PRACTICES, LLC

 

NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC

 

NORTHWEST MEDICAL CENTER-WINFIELD, LLC

 

NORTON PARTNER, LLC

 

NWMC — WINFIELD ANESTHESIA PHYSICIANS, LLC

 

NWMC — WINFIELD HOSPITALIST PHYSICIANS, LLC

 

NWMC-WINFIELD PHYSICIAN PRACTICES, LLC

 

OPELOUSAS IMAGING CENTER PARTNER, LLC

 

OPELOUSAS PET/CT IMAGING CENTER, LLC

 

ORTHOPEDICS OF SOUTHWEST VIRGINIA, LLC

 

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

 

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-FORT MOHAVE, INC.

 



 

 

PHC-FORT MORGAN, INC.

 

PHC-INDIANA, INC.

 

PHC-KNOX, 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-MORGAN CITY, L.P.

 

PHC-MORGAN LAKE, INC.

 

PHC-OPELOUSAS, L.P.

 

PHC-PALESTINE, INC.

 

PHC-SELMA, LLC

 

PHC-TENNESSEE, INC.

 

PINELAKE PHYSICIAN PRACTICE, LLC

 

POITRAS PRACTICE, LLC

 

PRHC-ALABAMA, LLC

 

PRHC-ENNIS G.P., INC.

 

PRHC-ENNIS, L.P.

 

PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

 

PRINCIPAL KNOX, L.L.C.

 

PRINCIPAL KNOX, L.P.

 

PRINCIPAL-NEEDLES, INC.

 

PROVINCE HEALTHCARE COMPANY

 

PUTNAM AMBULATORY SURGERY CENTER, LLC

 

PUTNAM COMMUNITY MEDICAL CENTER, LLC

 

PUTNAM PHYSICIAN PRACTICES, LLC

 

R. KENDALL BROWN 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

 

RIVERVIEW PHYSICIAN PRACTICES, LLC

 

ROCKDALE CLINICALLY INTEGRATED MEDICAL CARE ORGANIZATION, LLC

 

ROCKDALE HOSPITAL, LLC

 

ROCKDALE PHYSICIAN PRACTICES, LLC

 

RUSSELLVILLE HOSPITAL, LLC

 

RUSSELLVILLE PHYSICIAN PRACTICES, LLC

 

SELECT HEALTHCARE, LLC

 

SELMA DIAGNOSTIC IMAGING, 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

 

SPRING VIEW HOSPITAL, LLC

 

SPRING VIEW PHYSICIAN PRACTICES, LLC

 

SPRINGHILL MEDICAL CENTER, LLC

 

SST COMMUNITY HEALTH, L.L.C.

 

STARKE PHYSICIAN PRACTICES, LLC

 

SUMNER PHYSICIAN PRACTICES, LLC

 

SUMNER REAL ESTATE HOLDINGS, LLC

 

SUMNER REGIONAL MEDICAL CENTER, LLC

 

TEXAS SPECIALTY PHYSICIANS

 

THE MRI CENTER OF NORTHWEST ALABAMA, LLC

 

THM PHYSICIAN PRACTICE, LLC

 

TROUSDALE MEDICAL CENTER, LLC

 

TROUSDALE PHYSICIAN PRACTICES, LLC

 

VALLEY VIEW PHYSICIAN PRACTICES, LLC

 

VAUGHAN PHYSICIAN PRACTICES, LLC

 

VILLE PLATTE MEDICAL CENTER, LLC

 

WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC.

 

WESTERN PLAINS PHYSICIAN PRACTICES, LLC

 

WESTERN PLAINS REGIONAL HOSPITAL, LLC

 

WOODFORD HOSPITAL, LLC

 

WOODS MEMORIAL HOSPITAL

 

WYOMING HOLDINGS, LLC

 

WYTHE COUNTY COMMUNITY HOSPITAL, LLC

 

WYTHE COUNTY PHYSICIAN PRACTICES, LLC

 

ZONE, INCORPORATED

 

 

By:

/s/ Christy S. Green

 

Name:

Christy S. Green

 

Title:

Vice President and Secretary

 



 

 

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.

 

 

 

By:

/s/ Christy S. Green

 

Name:

Christy S. Green

 

Title:

Assistant Secretary

 



 

 

PINELAKE REGIONAL HOSPITAL, LLC

 

 

 

By:

/s/ Michael S. Coggin

 

Name:

Michael S. Coggin

 

Title:

Senior Vice President, Secretary and Treasurer