EXHIBIT 10.15
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of April 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. ▇▇▇▇▇ 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 (the "Credit Agreement"). Capitalized terms
used herein without definition have the meanings assigned to them in the Credit
Agreement.
B. The Borrower has requested the Lenders' consent to the
issuance of up to $300,000,000 in a public offering of Subordinated Debt by
LifePoint Parent and the payment of regularly scheduled payments of interest
thereon. Such Subordinated Debt may be convertible into common Equity Interests
of LifePoint Parent, will have a maturity at least one year after the Scheduled
Revolving Termination Date and will have no current principal payment feature.
The material terms of such Subordinated Debt are set forth on Schedule A hereto.
If no less than $150,000,000 is raised by such issuance, the Borrower has also
requested that LifePoint Parent be permitted to use up to 30% of the aggregate
total proceeds of such issuance to buy back common Equity Interests of
LifePoint Parent.
C. The Lenders signing below are willing to consent to such
requests 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. ISSUANCE OF SUBORDINATED DEBT. Section 7.2(g) of the Credit
Agreement is revised by substituting the amount of $300,000,000 for $150,000,000
therein with respect to the issuance by LifePoint Parent of Subordinated Debt in
a public offering.
B. BUYBACK OF COMMON EQUITY INTERESTS. Section 7.8(k) of the
Credit Agreement is revised by adding the following additional language at the
end thereof:
"and provided the public offering of Subordinated Debt by LifePoint
Parent in 2002 has been consummated, the proceeds of such public
offering equal or exceed $150,000,000, and further provided that no
Default exists or could reasonably be expected to result from such
stock repurchases, stock repurchases by LifePoint Parent of its
publicly traded common Equity Interests for purchase prices which in
the aggregate do not exceed 30% of the aggregate amount of total
proceeds of such public offering."
C. INTEREST PAYMENTS ON SUBORDINATED DEBT. Section 7.6(g) of the
Credit Agreement is amended by adding the following language at the end of the
existing language thereto:
"... LifePoint Parent may make regularly scheduled payments (but not
prepayments) of interest under its Subordinated Debt issued in a public
offering in 2002 unless, on the date of any such proposed payment or
after giving effect thereto, a Default shall have occurred and be
continuing or could reasonably be expected to result therefrom; and"
D. BUYBACK OF HIGH YIELD NOTES. By letter agreement dated 4/2/02,
the Required Lenders approved the repurchase of all of the High Yield Notes on
or before December 31, 2002. The Borrower had requested that the date by which
such High Yield Notes may be repurchased be extended from December 31, 2002 to
the Scheduled Revolving Termination Date. By agreeing to this Amendment, the
Required Lenders agree to such extension.
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:
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A. The execution and delivery of this Amendment has been duly
authorized by all requisite company action on the part of the Borrower.
B. The representations and warranties of any Loan Party 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 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 and grant the foregoing consent, 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; and
(b) 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.
-3-
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:
---------------------------------
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 First 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:
FIRSTAR BANK, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
(signatures continued)
Signature Page to First Amendment
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By:
---------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION,
as a Lender
By:
---------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:
---------------------------------
Name:
Title:
Signature Page to First 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 First Amendment to Credit Agreement dated as of April
__, 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:
------------------------------
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 First Amendment to Credit Agreement dated as of
April 30, 2002 (the "Amendment") to which this Subsidiary Confirmation of
Security 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-▇▇▇▇▇▇▇▇, LLC
AMG-HILCREST, LLC
AMG-HILLSIDE, LLC
AMG-▇▇▇▇▇▇▇▇▇▇, LLC
AMG-▇▇▇▇▇, 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
▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ HOSPITAL, LLC
▇▇▇▇▇▇▇▇ PHO, LLC
DODGE CITY HEALTHCARE GROUP, L.P.
DODGE CITY HEALTHCARE PARTNER, INC.
GEORGETOWN COMMUNITY HOSPITAL, LLC
(signatures continued)
GEORGETOWN REHABILITATION, LLC
▇▇▇▇▇▇▇▇ HOSPITAL, LLC
HCK ▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇▇▇ REGIONAL HOSPITAL, LLC
▇▇▇▇▇ MEDICAL, LLC
▇▇▇▇▇ MEMORIAL HOSPITAL, LLC
(signatures continued)
▇▇▇▇▇ PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER,
LLC
MEADOWVIEW RIGHTS, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
▇▇▇▇▇▇▇ PRACTICE, LLC
▇▇▇▇▇▇ COMMUNITY MEDICAL CENTER, LLC
▇▇▇▇▇▇ DIAGNOSTIC IMAGING CENTER, LLC
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇ PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
SELECT HEALTHCARE, LLC
SILETCHNIK PRACTICE, LLC
▇▇▇▇▇ 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)
SCHEDULE A
Terms of 2002 Subordinated Debt
General: Unsecured senior subordinated obligations subordinated to all existing
and future senior indebtedness.
Maturity: At least 7 years. No principal payments, prepayments or mandatory
redemption prior to such date without consent of Required Lenders.
Interest: Not to exceed 9%.
Subordination
Terms: Substantially similar to subordination provisions of High Yield Notes.