EXHIBIT 10.26 AMENDMENT NO.8

 

AMENDMENT NO. 8

 

Amendment No. 8, dated as of September 17, 2010 (“Amendment No. 8”), by and among LIFEPOINT HOSPITALS, INC. (formerly known as LAKERS HOLDING CORP.), a Delaware corporation (“Borrower”), the Lenders party hereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (the “Administrative Agent”), and BANK OF AMERICA, N.A., as Issuing Bank, to the Credit Agreement dated as of April 15, 2005 (as amended, extended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the financial institutions listed on Schedule 2.01 thereto, as such Schedule may from time to time be supplemented and amended (the “Lenders”), the Administrative Agent, CIBC World Markets Corp., Bank of America, N.A., UBS Securities LLC and SunTrust Bank, as co-syndication agents, and CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner.  Terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

 

WHEREAS, Borrower has requested that the Administrative Agent and the Requisite Lenders amend the Credit Agreement as set forth herein; and

 

WHEREAS, the Administrative Agent and the Requisite Lenders have considered and agreed to Borrower’s request, upon the terms and conditions set forth in this Amendment No. 8.

 

NOW, THEREFORE:

 

SECTION 1.   Amendments.

 

(a)           Amendments to Section 1.01.  Defined Terms.

 

(i) The following defined term shall be added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

 

‘“Amendment No. 8” means Amendment No. 8 to this Agreement, dated as of September 17, 2010.”

 

(ii) The defined term “Permitted Refinancing” shall be amended by inserting the following at the end of such definition:

 

“For purposes of clause (ii)(a) above and notwithstanding clause (iii) above, any Guarantee provisions of debt securities issued on or after the Amendment No. 8 Effective Date shall be deemed to satisfy the provisions of such clause (ii)(a) and (iii) if (in addition to and not in lieu of the obligations under Section 5.16) Borrower causes any Subsidiary that Guarantees such debt securities to execute and deliver to the Administrative Agent a Guarantee Agreement or counterpart thereof Guaranteeing the Obligations of Borrower hereunder.”

 

(b)           Amendment to Section 6.09.  Restrictive Agreements.

 

 

Section 6.09 of the Credit Agreement is hereby amended by:

 

(i) deleting “and” immediately following clause (x) therein; and

 

(ii) adding the following immediately preceding the period therein:

 

“; and (xii) customary restrictions contained in any Permitted Refinancing or any other Indebtedness permitted to be incurred under Section 6.01 so long as in each case such Indebtedness does not restrict any Lien securing any of the Obligations hereunder or under the Loan Documents.”

 

SECTION 2.  Representations, Warranties and Covenants.  The Loan Parties represent, warrant and covenant that:

 

(a)           this Amendment No. 8 has been duly authorized, executed and delivered by them and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms;

 

(b)           after giving effect to this Amendment No. 8, the representations and warranties set forth in Article III of the Credit Agreement and the other Loan Documents will be true and correct with the same effect as if made on and as of the date hereof (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

 

(c)           no Default or Event of Default has occurred and is continuing.

 

SECTION 3.  Conditions to Effectiveness.  This Amendment No. 8 shall become effective when:

 

(a)           the Administrative Agent shall have received counterparts of this Amendment No. 8 that, when taken together, bear the signatures of Lenders constituting the Requisite Lenders and the Loan Parties;

 

(b)           all corporate and other proceedings taken or to be taken in connection with this Amendment No. 8 and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; and

 

(c)           all fees and expenses required to be paid or reimbursed by Borrower pursuant to the Credit Agreement, including all invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, on or prior to effectiveness as applicable.

 

SECTION 4.  Applicable Law.  THIS AMENDMENT NO. 8 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  SECTION 9.11 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT NO. 8.

 

 

SECTION 5.  Credit Agreement; Loan Document.  Except as expressly set forth herein, this Amendment No. 8 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  For the avoidance of doubt, this Amendment No. 8 shall be deemed to be a “Loan Document” within the meaning of the Credit Agreement.

 

SECTION 6.  Counterparts.  This Amendment No. 8 may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of a signature page of this Amendment No. 8 by facsimile transmission or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Amendment No. 8.

 

 

SECTION 7.  Roles.  Citigroup Global Markets Inc. shall act in the capacity as Sole Lead Arranger and Sole Bookrunner with respect to this Amendment No. 8, but in such capacities shall not have any obligations, duties or responsibilities, nor shall incur any liabilities, under this Amendment No. 8 or any other Loan Document.

 

[Signature Pages Follow]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8 to be duly executed by their authorized officers as of the date set forth above.

 

 

 

 

 

 

 

 

 

ON BEHALF OF:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On Behalf of:

 

 

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.

 

CONSENTED TO:

 

CITICORP NORTH AMERICA, INC.,

as Administrative Agent

 

 

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

Barrow Medical Center, LLC

Bartow General Partner, LLC

Bartow Healthcare System, Ltd.

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

Clinch Professional Physician Services, LLC

Clinch Valley Endocrinology, LLC

Clinch Valley Medical Center, Inc.

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

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

HST Physician Practice, LLC

HTI Georgetown, LLC

HTI PineLake, LLC

Hurricane Healthcare Partner, 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, LP

Lander Valley Ambulatory Surgery Center, LLC

Lander Valley Medical Center, LLC

Lander Valley Physician Practices, LLC

Las Cruces Physician Practices, LLC

LCMC MRI, LLC

LCMC PET, LLC

LHSC, LLC

LifePoint Acquisition Corp.

LifePoint Asset Management Company, Inc.

LifePoint Billing Services, LLC

LifePoint Corporate Services General Partnership

LifePoint CSGP, LLC

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, LLC

 

 

Mexia Principal Healthcare Limited Partnership

Mexia-Principal, Inc.

Minden Physician Practices, LLC

Northeastern Nevada Physician Practices, LLC

Northwest Medical Center-Winfield, LLC

NWMC-Winfield Physician Practices, LLC

Ohio Hospital, 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

PineLake Regional Hospital, 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 Ambulatory Surgery Center, LLC

Riverton Memorial Hospital, LLC

Riverton Oncology Practice, LLC

Riverton Physician Practices, LLC

Riverview Medical Center, 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

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

Valley View Physician Practices, LLC

Vaughan Physician Practices, LLC

Ville Platte Medical Center, LLC

Ville Platte Physician Practices, LLC

West Virginia Management Services Organization, Inc.

Western Plains Physician Practices, LLC

Western Plains Regional Hospital, LLC

Woodford Hospital, LLC

Wyoming Holdings, LLC

Wythe County Community Hospital, LLC

Wythe County Physician Practices, LLC

Zone, Incorporated