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EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of May 23, 2000 by and among LIFEPOINT HOSPITALS HOLDINGS, INC. (the
"Borrower"); the financial institutions which are now, or in accordance with
SECTION 11.6 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"); SCOTIABANC,
INC., as documentation agent (in such capacity, together with its successors and
assigns in such capacity, the "Documentation Agent"); DEUTSCHE BANK SECURITIES
INC., as syndication agent (in such capacity, together with its successors and
assigns in such capacity, the "Syndication Agent"); SUNTRUST BANK, NASHVILLE,
N.A., as co-agent (in such capacity, together with its successors and assigns in
suck capacity, the "Co-Agent"); FLEET NATIONAL BANK, as arranger (in such
capacity, together with its successors and assigns in such capacity, the
"Arranger"); and DEUTSCHE BANK SECURITIES INC. and SCOTIABANC, INC., as
co-arrangers (in such capacity, together with their successors and assigns in
such capacity, the "Co-Arrangers").
RECITALS
A. The Borrower, the Lenders, the Agent, the Syndication Agent, the
Documentation Agent, the Co-Agent, the Arranger and the Co-Arranger are parties
to a Credit Agreement dated as of May 11, 1999, as amended on December 31, 1999
(the "Credit Agreement"). Capitalized terms used herein without definition have
the meanings assigned to demean in the Credit Agreement.
B. The Borrower has requested the Lenders' consent to a proposed
Acquisition and a proposed Asset Sale. If the proposed Asset Sale is consummated
prior to the proposed Acquisition, the Borrower has informed the Agent that it
would deliver a Notice of Reinvestment concerning the proceeds of the Asset Sale
indicating, that the Borrower would invest such proceeds in the proposed
Acquisition. Because the proposed Acquisition may occur prior to the proposed
Asset Sale, however, the Borrower has requested that the Lenders waive the
mandatory prepayment required under Section 2.9(b) of the Credit Agreement if
the proposed Asset Sale is consummated within eight months of the proposed
Acquisition. In addition, the Borrower has requested an increase in the basket
in fiscal year 2000 for Permitted Acquisitions which do not require the prior
written approval of the Required Lenders. The Borrower has also requested a
change in permitted Investments.
C. The Lenders signing below arc 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:
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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. ARTICLE I of the Credit Agreement is amended by
amending subsection (i) of the definition of "Permitted Acquisition" to read as
follows:
"(i) LifePoint shall have obtained the prior written approval of the
Required Lenders, if (A) such Acquisition involves a Total Purchase
Price equal to or greater than (x) $45,000,000 plus the net proceeds
received by the Borrower from the Riverview Sale (as defined below) if
such Acquisition is consummated in fiscal year 2000, or (y) a Total
Purchase Price equal to or greater than $32,500,000 if such Acquisition
is consummated in any fiscal year other than local year 2000, or (B)
the aggregate Total Purchase Price for Acquisitions for which such
prior written approval is not required exceeds (x) $45,000,000 plus the
net proceeds received by the Borrower from the Riverview Sale for
fiscal year 2000, or (y) $40,000,000 for Acquisitions consummated in
any f seal year other than fiscal year 2000."
B. PERMITTED INVESTMENTS. SECTION 7.8(F) is hereby amended by providing
that the aggregate amount at any time outstanding which LifePoint and its
Subsidiaries may invest in Investments made after May 11, 1999 in joint
ventures, partnerships and other equity investments (including any additional
investments in joint ventures or partnerships in which they had invested prior
to May 11, 1999) is increased from $1,000,000 to $2,000,000.
II. CONSENT TO PUTNAM ACQUISITION. The Borrower has requested that the Lenders
consent to the acquisition by a newly formed Subsidiary of substantially all of
the assets of Putnam Community Medical Center, a 141-bed general acute care
hospital located in Palatka, Florida, for a Total Purchase Price not exceeding
$60,000,000, pursuant to an Asset Purchase Agreement relating thereto in
substantially the form delivered to the Agent by the Borrower (the "Putnam
Acquisition"). The Lenders hereby consent to the Putnam Acquisition on such
terms and conditions, provided the Putnam Acquisitions also meets all of the
requirements set forth in the Credit Agreement for a Permitted Acquisition and
provided such new Subsidiary complies with all of the provisions of the Credit
Agreement and other Loan Documents applicable to it, including without
limitation Section 7.8(j) of the Credit Agreement.
III. CONSENT TO RIVERVIEW SALE. The Borrower has requested that the Lenders
consent to the sale by Riverview Medical Center, LLC, one of the Subsidiary
Guarantors, of substantially all of the assets relating to the healthcare
facility commonly known as Riverview Medical Center located in Gonzales,
Louisiana to Our Lady of the Lake Hospital, Inc. for a total sale price of no
less thank $15,000,000, pursuant to an Asset Purchase Agreement relating thereto
in substantially the form delivered to the Agent by the Borrower (the "Riverview
Sale"). The Lenders hereby consent to the Riverview Sale on such terms and
conditions. In the event the Riverview Sale is consummated within eight months
following the consummation of the Putnam Acquisition, the Lenders signing below
also consent to the waiver of the mandatory prepayment required under Section
2.9(b) of the Credit Agreement with respect to net proceeds of the Riverview
Sale.
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IV. 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 Borrower under the
Credit Agreement 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 the Borrower and its Affiliates, and each of them, shall
remain in full force and effect and, by the Borrower's signature hereto and each
such Subsidiary's consent hereto, such Security Documents arc hereby ratified
and affirmed.
V. 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 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. Neither the Borrower nor any Affiliate of the Borrower 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 the Borrower and its Affiliates enforceable against them, jointly and
severally, 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 of any other equitable remedy
or relief to enforce any right thereunder.
E. The Borrower will satisfy all conditions set forth in SECTION VI.
VI. CONDITIONS. The willingness of the Agent and Lenders to amend the Credit
Agreement and grant the foregoing consent, is subject to the following,
conditions precedent and subsequent:
A. 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:
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(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.
VI. 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, Arranger,
Co-Arranger and a Lender
By:
----------------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES, INC.
as Syndication Agent and Co-Arranger
By:
----------------------------------------
Name:
Title:
DEUTSCHE BANK, A.G., NEW YORK
AND/OR CAYMAN ISLANDS BRANCH,
as a Lender
By:
----------------------------------------
Name:
Title:
SCOTIABANC, INC.
By:
----------------------------------------
Name:
Title:
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SUNTRUST BANK, NASHVILLE, N.A.
as Co-Agent and a Lender
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as a Lender
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as a Lender
By:
----------------------------------------
Name:
Title:
AMSOUTH BANK, successor in interest by
merger to FIRST AMERICAN NATIONAL
BANK, as a Lender
By:
----------------------------------------
Name:
Title:
MONUMENT CAPITAL, LTD., as a Lender
By: Alliance Capital Management, L.P.
as Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By:
----------------------------------------
Name:
Title:
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OAK MOUNTAIN LIMITED, as a Lender
By: Alliance Capital Management, L.P.
as Investment Manager
By: Alliance Capital Management
Corporation,
as General Partner
By:
----------------------------------------
Name:
Title:
JOHN NUVEEN & CO.,
as a Lender
By:
----------------------------------------
Name:
Title:
NORSE CBO, LTD., as a Lender
By:
----------------------------------------
Name:
Title:
MAGNETITE ASSET INVESTORS, LLC.,
as a Lender
By:
----------------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, LTD.,
as a Lender
By:
----------------------------------------
Name:
Title:
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FIRST DOMINION FUNDING III,
as a Lender
By:
----------------------------------------
Name:
Title:
ARES III CLO, LTD.,
as a Lender
By:
----------------------------------------
Name:
Title:
VAN KAMPEN,
as a Lender
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By:
----------------------------------------
Name:
Title:
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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 Second Amendment to Credit Agreement dated as of May
23, 2000 (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 Guarantee Agreement and Security Agreement entered into
as required under such Credit Agreement and dated as of May 11, 1999 in favor of
the Agent and the Lenders which remains in full force and effect.
LIFEPOINT HOSPITALS, INC.
By:
----------------------------------------
Name:
Title:
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CONSENT AND CONFIRMATION OF SECURITY OF SUBSIDIARIES
Each of the undersigned Subsidiaries of the Borrower hereby joins in
the execution of the foregoing Second Amendment to Credit Agreement dated as of
May 23, 2000 (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 its
Guaranty and Security Agreement entered into as required under such Credit
Agreement and dated as of May 11, 1999 with the Agent, on behalf of the Lenders,
which remain in full force and effect with respect to an of the Borrower
Obligations and Grantor Obligations (as defined therein).
AMERICA GROUP OFFICES, LLC.
AMERICA MANAGEMENT COMPANIES, LLC.
AMG-CROCKET, 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
BARROW MEDICAL CENTER, LLC
BARTOW HEALTHCARE PARTNER, INC.
BARTOW HEALTHCARE SYSTEM, LTD
BARTOW MEMORIAL LIMITED PARTNER, LLC
BURBON COMMUNITY HOSPITAL, 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
CROCKETT HOSPITAL, LLC
DODGE CITY HEALTHCARE GROUP, LP
DODGE CITY HEALTHCARE PARTNER, INC.
GEORGETOWN COMMUNITY HOSPITAL, LLC
GEORGETOWN REHABILITATION, 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
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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 HEALTH CARE, INC.
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC
LAKE CUMBERLAND REGIONAL PHYSICIAN
HOSPITAL ORGANIZATION, LLC
LHSC, LLC
LIFEPOINT CORPORATE SERVICES, GENERAL
PARTNERSHIP
LIFEPOINT CSGP, LLC
LIFEPOINT CSLP, LLC
LIFEPOINT FINANCE GP, LLC
LIFEPOINT FINANCE LP, LLC
LIFEPOINT FINANCE, LIMITED PARTNERSHIP
LIFEPOINT HOLDINGS 2, LLC
LIFEPOINT HOLDINGS 3, INC.
LIFEPOINT OF GAGP, LLC
LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP
LIFEPOINT OF KENTUCKY, LLC
LIFEPOINT MEDICAL GROUP-HILLSIDE, INC.
LIFEPOINT RC, INC.
LIVINGSTON REGIONAL HOSPITAL, LLC
LOGAN MEDICAL, LLC
LOGAN MEMORIAL HOSPITAL, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER, LLC
MEADOWVIEW RIGHTS, LLC
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