EX-4.3



 






Exhibit 4.3




EXECUTION COPY




FIRST SUPPLEMENTAL INDENTURE




          THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 15, 2005 (this “Supplemental
Indenture”), is entered into by and among LifePoint Hospitals, Inc., a Delaware corporation
previously named Lakers Holding Corp. (“LifePoint Holdco”), Province Healthcare Company, a
Delaware corporation (“Province”) and U.S. Bank National Association (as successor in
interest to National City Bank), as Trustee hereunder (the “Trustee”). Capitalized terms
used herein and not otherwise defined have the meanings set forth in the Indenture referred to
below.




RECITALS




          Province has heretofore executed and delivered to the Trustee an indenture dated as of
November 20, 2000 (the “Indenture”), providing
for the issuance of 4 1/2% Convertible
Subordinated Notes due 2005 of Province (the “Notes”).




          Province entered into an Agreement and Plan of Merger dated as of August 15, 2004, by and
among itself, LifePoint Holdco, LifePoint Hospitals, Inc., a Delaware corporation that has since
been renamed Historic LifePoint Hospitals, Inc. (“LifePoint Opco”), Lakers Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of LifePoint Holdco (“LifePoint
Merger Sub”) and Pacers Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of LifePoint Holdco (“Province Merger Sub”), as amended by Amendment No. 1 to Agreement and
Plan of Merger, dated as of January 25, 2005 and Amendment No. 2 to Agreement and Plan of Merger,
dated as of March 15, 2005 (collectively, the “Merger Agreement”).




          Pursuant to the Merger Agreement, LifePoint Holdco acquired all of the capital stock of each
of LifePoint Opco and Province through the merger of LifePoint Merger Sub with and into LifePoint
Opco, with LifePoint Opco continuing as the surviving corporation (the “LifePoint Merger”),
and the merger of Pacers Merger Sub with and into Province, with Province continuing as the
surviving corporation (the “Province Merger” and, together with the LifePoint Merger, the
“Mergers”). As a result of the Mergers, which were consummated on April 15, 2005,
stockholders that previously owned capital stock of LifePoint Opco and Province, respectively,
collectively own all of the outstanding shares of capital stock of LifePoint Holdco.




          Pursuant to the Province Merger, each share of common stock of Province, par value $0.01 per
share (the “Province Common Stock”) was converted into and exchanged for (i) 0.2917 shares
of common stock, par value $0.01 per share, of LifePoint Holdco and (ii) a cash payment in the
amount of $11.375.




          Pursuant to Section 9.01 of the Indenture, Province and the Trustee may amend the
Indenture or the Notes to add to the covenants of Province for the benefit of the Holders and to
provide for conversion rights of Holders in compliance with Section 10.11 of the Indenture,
in each case without the consent of any Holder.




 









 








          Province and LifePoint Holdco are executing this Supplemental Indenture in order to provide
that (i) LifePoint Holdco will fully and unconditionally guarantee all of Province’s obligations
under the Notes and the Indenture, on the terms and conditions set forth therein and (ii) pursuant
to Section 10.11 of the Indenture, each Note will be convertible into Province
Consideration Units (as hereinafter defined) consisting of the kind and amount of shares of stock
and cash which the Holder thereof would have been entitled to receive if such Note had been
converted into Province Common Stock immediately prior to the consummation of the Mergers.




          Province and LifePoint Holdco desire and have requested the Trustee to enter into this
Supplemental Indenture for the purpose of amending the Indenture to provide that LifePoint Holdco
will fully and unconditionally guarantee all of Province’s obligations under the Notes and the
Indenture and, upon conversion of the Notes under the Indenture, a Holder will receive Province
Consideration Units in lieu of shares of Province Common Stock in accordance with the terms of the
Indenture.




          Each of Province and LifePoint Holdco has duly authorized the execution and delivery of this
Supplemental Indenture.




AGREEMENTS




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:




          Section 1. Confirmation of Indenture. Except as amended and supplemented hereby, the
Indenture is hereby ratified, confirmed and reaffirmed in all respects. The Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same instrument.




          Section 2. Definitions. Section 1.01 of the Indenture is hereby amended as
follows:




          (a) The definition of “Cash Component” is hereby added to the Indenture and shall read
as follows:





          “Cash Component” means the cash portion of the Province Consideration Unit,
which is $11.375, without interest.”



          (b) The definition of “Common Stock” is hereby amended and restated in its entirety to
read as follows:





          “Common Stock” means the common stock, par value $0.01 per share, of the
Company authorized at the date of the First Supplemental Indenture.



          (c) The definition of “First Supplemental Indenture” is hereby added to the Indenture
and shall read as follows:




 









 









          “First Supplemental Indenture” means the supplemental indenture to this
Indenture, dated as of April 15, 2005, by and among LifePoint, the Company and the Trustee.



          (d) The definition of “LifePoint” is hereby added to the Indenture and shall read as
follows:





          “LifePoint” means LifePoint Hospitals, Inc., a Delaware corporation,
previously named Lakers Holding Corp.



          (e) The definition of “LifePoint Board of Directors” is hereby added to the Indenture
and shall read as follows:





          “LifePoint Board of Directors” means either the board of directors of
LifePoint or any duly authorized committee of such board.



          (f) The definition of “LifePoint Common Stock” is hereby added to the Indenture and
shall read as follows:





          “LifePoint Common Stock” means the common stock, par value $0.01 per share, of
LifePoint authorized at the date of the First Supplemental Indenture. Subject to the
provisions of Section 10.11, shares issuable on conversion of Notes shall include
only shares of LifePoint Common Stock or shares of any class or classes of common stock
resulting from any reclassification or reclassifications thereof; provided,
however, that if at any time there shall be more than one such resulting class, the
shares so issuable on conversion of Notes shall include shares of all such classes, and the
shares of each such class then so issuable shall be substantially in the proportion which
the total number of shares of such class resulting from all such reclassifications bears to
the total number of shares of all such classes resulting from all such reclassifications.



          (g) The definition of “LifePoint Senior Credit Facility” is hereby added to the
Indenture and shall read as follows:





          “LifePoint Senior Credit Facility” means the Credit Facility by and among
LifePoint, Citicorp North America, Inc., as Administrative Agent, and the lenders party
thereto from time to time, dated as of April 15, 2005, including any related notes,
debentures, bonds or other debt instruments, letters of credit, Guarantees, collateral
documents, instruments, indentures and agreements executed in connection therewith, and in
each case as the same may be amended, extended, restated modified, supplemented, renewed,
refunded, replaced or refinanced in whole or in part from time to time by one or more
credit agreements
or facilities, debt instruments, indentures and/or related documentation (including
increasing the amount committed or lent thereunder, extending the maturity of any
Indebtedness thereunder or contemplated thereby or deleting, adding or substituting one or
more parties thereto (whether or not such added or substituted parties are banks,
institutional investors, insurance companies, funds or other lenders or investors or
LifePoint becomes a borrower thereunder).



 









 





          (h) The definition of “LifePoint Senior Indebtedness” is hereby added to the Indenture
and shall read as follows:





          “LifePoint Senior Indebtedness” means:




          (a) all obligations of LifePoint, now or hereafter existing, under or in respect of
the LifePoint Senior Credit Facility, whether for principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to LifePoint at the rate specified in the documentation with
respect thereto, whether or not a claim for post-filing interest is allowed in such
proceeding) or other amounts due in connection therewith (including any fees, premiums,
expenses and indemnities); and




          (b) the principal of, premium, if any, and interest on all other Indebtedness of
LifePoint (other than the Note Guarantee), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to LifePoint
at the rate specified in the documentation with respect thereto, whether or not a claim for
post-filing interest is allowed in such proceeding) or other amounts due in connection
therewith (including any fees, premiums, expenses and indemnities), unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness is on parity with
or subordinated in right of payment to the Note Guarantee.



          (i) The definition of “Mergers” is hereby added to the Indenture and shall read as
follows:




               “Mergers” means, collectively, the merger of Lakers Acquisition Corp., a Delaware
corporation (“LifePoint Merger Sub”) with and into Historic LifePoint Hospitals, Inc., a
Delaware corporation, previously named LifePoint Hospitals, Inc. (“LifePoint Opco”), with
LifePoint Opco continuing as the surviving corporation and the merger of Pacers Acquisition Corp.,
a Delaware corporation (“Province Merger Sub”) with and into the Company, with the Company
continuing as the surviving corporation, in each case pursuant to the Agreement and Plan of Merger
dated as of August 15, 2004, by and among the Company, LifePoint, LifePoint Opco, LifePoint Merger
Sub and Province Merger Sub, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated
as of January 25, 2005 and Amendment No. 2 to Agreement and Plan of Merger, dated as of March 15,
2005.



          (j) The definition of “Note Guarantee” is hereby added to the Indenture and shall read
as follows:





          “Note Guarantee” means LifePoint’s guarantee of the obligations of the Company
under the Indenture in accordance with the terms of the Indenture and the First
Supplemental Indenture.



 









 





          (k) The definition of “Province Consideration Unit” is hereby added to the Indenture
and shall read as follows:





          “Province Consideration Unit” means .(i) a number of shares of LifePoint
Common Stock equal to the Stock Conversion Ratio (as adjusted from time to time) and (ii)
the Cash Component.



          (l) The definition of “Stock Conversion Ratio” is hereby added to the Indenture and
shall read as follows:





          “Stock Conversion Ratio” means 0.2917, subject to adjustment as provided in
Section 10.04 hereof.



          (m) The definition of “Trading Day” is hereby amended and restated in its entirety to
read as follows:





          “Trading Day” means a day during which trading in LifePoint Common Stock
generally occurs on the New York Stock Exchange or if the LifePoint Common Stock is not
listed on the New York Stock Exchange, on the principal other national or regional
securities exchange on which the LifePoint Common Stock is then listed or, if the LifePoint
Common Stock is not listed on a national or regional securities exchange, on the National
Association of Securities Dealers Automated Quotation System or, if the LifePoint Common
Stock is not quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other market on which the LifePoint Common Stock is then traded.



          Section 3. Events of Default. Subsection (3) of Section 6.01 of the
Indenture is hereby amended and restated in its entirety to read as follows:





          (3) the Company fails to deliver Province Consideration Units, together with cash in
lieu of fractional shares of LifePoint Common Stock, when such Province Consideration Units
or cash in lieu of fractional shares of LifePoint Common Stock is required to be delivered
upon conversion of a Note and such failure continues for 10 days after such delivery date;



          Section 4. Conversion. Article 10 of the Indenture is hereby amended and
restated in its entirety to read as set forth on Annex A hereto.




          Section 5. LifePoint Guarantee. Article 13 “Note Guarantee” and Article
14 “Subordination of Note Guarantee” are hereby added to the Indenture and shall read as set
forth in Annex B hereto.




          Section 6. Form of the Face of the Global Note. The third and fourth paragraphs of
the form of the face of the Global Note set forth on page A-1-1 of the Indenture are hereby amended
and restated in their entirety to read as follows:




 









 










     THIS NOTE AND THE SHARES OF LIFEPOINT COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE SHARES OF LIFEPOINT COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION.




     THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL, OR OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”), WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
PROVINCE HEALTHCARE COMPANY (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THIS NOTE AND THE SHARES OF LIFEPOINT COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF
THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.



          Section 7.
Form of 4 1/2% Convertible Subordinated Note Due 2005.




 









 








          (a) The penultimate sentence of Section 1 of the form of the reverse side of the Note
set forth on page A-1-4 of the Indenture is hereby amended and restated in its entirety to read as
follows:





   The Company shall pay cash interest on overdue principal, or if Province Consideration
Units (or cash in lieu of fractional shares of LifePoint Common Stock) in respect of a
conversion of this Note in accordance with the terms of Article 10 of the Indenture
are not delivered when due, at the rate borne by the Notes plus 1% per annum, and it shall
pay interest in cash on overdue installments of cash interest at the same rate to the
extent lawful.



          (b) Section 6 of the form of the reverse side of the Note set forth on page A-1-5 of
the Indenture is hereby amended and restated in its entirety to read as follows:





6. Repurchase by the Company at the Option of the Holder.




          If a Change in Control occurs, the Holder, at the Holder’s option, shall have the
right, in accordance with the provisions of the Indenture, to require the Company to
repurchase the Notes (or any portion of the principal amount hereof that is at least $1,000
or an integral multiple thereof, provided that the portion of the principal amount of this
Note to be outstanding after such repurchase is at least equal to $1,000) at the Change in
Control Repurchase Price in cash, plus any interest accrued and unpaid to the Change in
Control Repurchase Date.




          A Change in Control Repurchase Notice will be given by the Company to the Holders as
provided in the Indenture. To exercise a repurchase right, a Holder must deliver to the
Trustee a written notice as provided in the Indenture.




          Holders have the right to withdraw any Change in Control Repurchase Notice by
delivering to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.



          (c) Section 8 of the form of the reverse side of the Note set forth on page A-1-6 of
the Indenture is hereby amended and restated in its entirety to read as follows:





8. Conversion.




          Subject to the next two succeeding sentences, a Holder of a Note may convert it into
Province Consideration Units at any time before the close of business on November 19, 2005.
If the Note is called for redemption, the Holder may convert it at any time before the
close of business on the Business Day preceding the Redemption Date. A Note in respect of
which a Holder has delivered a Change in Control Repurchase Notice exercising the option of
such Holder to require the Company to purchase such Note may be converted only if




          

 









 




such
notice of exercise is withdrawn in accordance with the terms of the Indenture.


          The initial
Conversion Price shall be equal to $26.45 per Province Consideration Unit.
The number of shares of LifePoint Common Stock issuable as part of a Province
Consideration Unit is subject to adjustment in certain events described in the Indenture.
The Company shall pay a cash adjustment as provided in the Indenture in lieu of any
fractional share of LifePoint Common Stock.


          To convert a Note, a Holder must (1) complete and manually sign the conversion notice
below (or complete and manually sign a facsimile of such notice) and deliver such notice to
the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Conversion Agent, the
Company or the Trustee and (4) pay any transfer or similar tax, if required.



          (d) Section 9 of the form of the reverse side of the Note set forth on page A-1-6 of
the Indenture is hereby amended and restated in its entirety to read as follows:


9. Conversion Arrangement on Call for Redemption.




          Any Notes called for redemption, unless surrendered for conversion before the close of
business on the Redemption Date, may be deemed to be purchased from the Holders of such
Notes at an amount not less than the Redemption Price, by one or more investment bankers or
other purchasers who may agree with the Company to purchase such Notes from the Holders, to
convert them into Province Consideration Units and to make payment for such Notes to the
Trustee in trust for such Holders.



          (e) The first sentence of Section 14 of the form of the reverse side of the Note set
forth on page A-1-7 of the Indenture is hereby amended and restated in its entirety to read as
follows:





          Under the Indenture, Events of Default include (1) the Company fails to pay when due
the principal of or premium, if any, on any of the Notes at maturity, upon redemption or
exercise of a repurchase right or otherwise, whether or not such payment is prohibited by
Article 11 of the Indenture; (2) the Company
fails to pay an installment of interest (including liquidated damages, if any) on any
of the Notes that continues for 30 days after the date when due, whether or not such
payment is prohibited by Article 11 of the Indenture; (3) the Company fails to
deliver Province Consideration Units, together with cash in lieu of fractional shares of
LifePoint Common Stock, when such Province Consideration Units or cash in lieu of
fractional shares of LifePoint Common Stock is required to be delivered upon conversion of
a Note and such failure continues for 10 days after such delivery date; (4) the Company
fails to perform or observe any other



 









 






term, covenant or agreement contained in the Notes or
the Indenture for a period of 60 days after written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding; (5) (A) one or more defaults in the payment of principal of or
premium, if any, on any of the Company’s Indebtedness aggregating $5.0 million or more,
when the same becomes due and payable at the scheduled maturity thereof, and such default
or defaults shall have continued after any applicable grace period and shall not have been
cured or waived within a 30-day period after the date of such default or (B) any of the
Company’s Indebtedness aggregating $5.0 million or more shall have been accelerated or
otherwise declared due and payable, or required to be prepaid or repurchased (other than by
regularly scheduled required prepayment) prior to the scheduled maturity thereof and such
acceleration is not rescinded or annulled within a 30-day period after the date of such
acceleration; and (6) certain events of bankruptcy, insolvency or reorganization with
respect to the Company or any Significant Subsidiary or any Subsidiaries of the Company
which in the aggregate would constitute a Significant Subsidiary.



          Section 8. Assignment Form and Conversion Notice. The form of Assignment Form and
Conversion Notice set forth on page A-1-9 of the Indenture is hereby amended and restated in its
entirety to read as set forth in Annex C hereto.




          Section 9. Form of Certificated Note. The first and second paragraphs of the form of
the certificated Note set forth on page A-2-1 of the Indenture are hereby amended and restated in
their entirety to read as follows:





     THIS NOTE AND THE SHARES OF LIFEPOINT COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE SHARES OF LIFEPOINT COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, REGISTRATION.




     THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL, OR OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”), WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
PROVINCE HEALTHCARE COMPANY (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) ONLY (A) TO THE COMPANY OR ANY



 









 






SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THIS NOTE AND THE SHARES OF LIFEPOINT COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



          Section 10. Form of Letter to be Delivered by Accredited Investors. The form of the
letter to be delivered by accredited investors set forth in Exhibit B-2 of the Indenture is hereby
amended and restated in its entirety to read as set forth in Annex D hereto.




          Section 11. Miscellaneous.




          (a) Execution of Supplemental Indenture. This Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture,
this Supplemental Indenture forms a part of the Indenture.




          (b) GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.




          (c) Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          (d) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.





 









 








     (e) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by LifePoint Holdco and the
Company.



[Remainder of page intentionally left blank]




 









 








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




	 	 	 	 	 	 	 
	Dated: April 15, 2005
	 	 	 	 	 	 
	 	 	LIFEPOINT HOSPITALS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William F. Carpenter III	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	William F. Carpenter III	 	 
	

	 	Title:
	 	Executive Vice President, General	 	 
	

	 	 	 	Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	PROVINCE HEALTHCARE COMPANY	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Culotta	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Michael J. Culotta	 	 
	

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Charles R. Lush, Jr.	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Charles R. Lush, Jr.	 	 
	

	 	Title:
	 	Corporate Trust Officer	 	 






[Province 4 1/2% Notes Supplemental Indenture]





 









 








ANNEX A




ARTICLE 10




CONVERSION




          SECTION 10.01 Conversion Right and Conversion Price. Subject to and upon compliance
with the provisions of this Article 10, at the option of the Holder thereof, any Note or
any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into Province
Consideration Units, which include authorized, fully paid and nonassessable shares of LifePoint
Common Stock, at the Conversion Price. Such conversion right shall expire at the close of business
on November 19, 2005.




          In case a Note or portion thereof is called for redemption, such conversion right in respect
of the Note or the portion so called, shall expire at the close of business on the Business Day
preceding the Redemption Date, unless the Company defaults in making the payment due upon
redemption. In the case of a Change in Control for which the Holder exercises its repurchase right
with respect to a Note or portion thereof, such conversion right in respect of the Note or portion
thereof shall expire at the close of business on the Business Day immediately preceding the Change
in Control Repurchase Date.




          The price at which Province Consideration Units shall be delivered upon conversion (the
“Conversion Price”) shall be equal to $26.45 per Province Consideration Unit.




          SECTION 10.02 Exercise of Conversion Right. To exercise the conversion right, the
Holder of any Note to be converted shall surrender such Note duly endorsed or assigned to the
Company or in blank, at the office of any Conversion Agent, accompanied by a duly signed conversion
notice substantially in the form attached to the Note to the Company stating that the Holder elects
to convert such Note or, if less than the entire principal amount thereof is to be converted, the
portion thereof to be converted.




          Notes surrendered for conversion during the period from the close of business on any Regular
Record Date to the opening of business on the next succeeding Interest Payment Date shall be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of
an amount equal to the interest to be received on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion.




          Notes shall be deemed to have been converted immediately prior to the close of business on the
day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at
such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons
entitled to receive the Province Consideration Units issuable upon conversion shall be treated for
all purposes as the record holder or holders of the LifePoint Common Stock comprising a portion
thereof, at such time. As promptly as practicable on or after the conversion date, the Company
shall cause to be issued and delivered to such Conversion Agent the Province Consideration




 









 








Units issuable upon conversion, including a certificate or certificates for the number of full
shares of LifePoint Common Stock comprising a portion thereof, together with payment in lieu of any
fraction of a share of LifePoint Common Stock as provided in Section 10.03 hereof.




          In the case of any Note which is converted in part only, upon such conversion the Company
shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense
of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal
to the unconverted portion of the principal amount of such Notes.




          If shares of LifePoint Common Stock to be issued upon conversion of a Restricted Note, or
securities to be issued upon conversion of a Restricted Note in part only, are to be registered in
a name other than that of the Holder of such Restricted Note, such Holder must deliver to the
Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in
Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by
such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Note.
Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to
register in a name other than that of the Holder shares of LifePoint Common Stock or Notes issued
upon conversion of any such Restricted Note not so accompanied by a properly completed certificate.




          The Company hereby initially appoints the Trustee as the Conversion Agent.




          SECTION 10.03 Fractions of Shares. No fractional shares of LifePoint Common Stock
shall be issued upon conversion of any Note or Notes. If more than one Note shall be surrendered
for conversion at one time by the same Holder, the number of full shares which shall be issued upon
conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes
(or specified portions thereof) so surrendered and the aggregate number of Province Consideration
Units into which such aggregate principal amount is to be converted. Instead of any fractional
share of LifePoint Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment in respect of such
fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction
of the quoted price of the LifePoint Common Stock as of the Trading Day preceding the date of
conversion.




          SECTION 10.04 Adjustment of Stock Conversion Ratio. The Stock Conversion Ratio shall
be subject to adjustments, calculated by the Company, from time to time as follows:





     (a) If, following the execution of the First Supplemental Indenture, LifePoint shall
pay a dividend or make a distribution to all holders of the outstanding LifePoint Common
Stock in shares of LifePoint Common Stock, the Stock Conversion Ratio shall be adjusted so
that the same shall equal the product



A-2









 






determined by multiplying the Stock Conversion Ratio in effect at the opening of
business on the date following the date fixed for determination of stockholders entitled to
receive such dividend or other distribution by a fraction:




     (1) the numerator of which shall be the sum of the number of shares of
LifePoint Common Stock outstanding at the close of business on the Record Date (as
defined in Section 10.4(g)) fixed for such determination and the total
number of shares constituting such dividend or distribution, and




     (2) the denominator of which shall be the number of shares of LifePoint Common
Stock outstanding at the close of business on the Record Date (as defined in
Section 10.4(g)) fixed for such determination.




Such increase shall become effective immediately after the opening of business on the day
following the Record Date. If any dividend or distribution of the type described in this
Section 10.04(a) is declared but not so paid or made, the Stock Conversion Ratio
shall again be adjusted to the Stock Conversion Ratio which would then be in effect if such
dividend or distribution had not been declared.




     (b) If, following the execution of the First Supplemental Indenture, the outstanding
shares of LifePoint Common Stock shall be subdivided into a greater number of shares of
LifePoint Common Stock or combined into a smaller number of shares of LifePoint Common
Stock, the Stock Conversion Ratio in effect at the opening of business on the day following
the day upon which such subdivision or combination becomes effective shall be
proportionately reduced or proportionately increased, as the case may be, so that the
Holder of any Note thereafter surrendered for conversion shall be entitled to receive (as
part of the Province Consideration Units deliverable upon conversion) that number of shares
of LifePoint Common Stock which such Holder would have owned had such Note been converted
immediately prior to the happening of such subdivision or combination, such reduction or
increase, as the case may be, to become effective immediately after the opening of business
on the day following the day upon which such subdivision or combination becomes effective.




     (c) If, following the execution of the First Supplemental Indenture, LifePoint shall
issue rights or warrants (other than any rights or warrants referred to in Section
10.04(d)) to all holders of its outstanding shares of LifePoint Common Stock entitling
them to subscribe for or purchase shares of LifePoint Common Stock (or securities
convertible into LifePoint Common Stock) at a price per share (or having a conversion price
per share) less than the Current Market Price (as defined in Section 10.04(g)) on
the Record Date fixed for the determination of stockholders entitled to receive such rights
or warrants, the Stock Conversion Ratio shall be adjusted so that the same shall equal the
product determined by multiplying the Stock Conversion Ratio in effect at the opening of
business on the date after such Record Date by a fraction:



A-3









 






     (1) the numerator of which shall be the number of shares of LifePoint Common
Stock outstanding at the close of business on the Record Date plus the total number
of additional shares of LifePoint Common Stock so offered for subscription or
purchase (or into which the convertible securities so offered are convertible), and




     (2) the denominator of which shall be the number of shares of LifePoint Common
Stock outstanding on the close of business on the Record Date plus the number of
shares which the aggregate offering price of the total number of shares so offered
for subscription or purchase (or the aggregate conversion price of the convertible
securities so offered) would purchase at such Current Market Price.




Such adjustment shall become effective immediately after the opening of business on the day
following the Record Date fixed for determination of stockholders entitled to receive such
rights or warrants. To the extent that shares of LifePoint Common Stock (or securities
convertible into LifePoint Common Stock) are not delivered pursuant to such rights or
warrants, upon the expiration or termination of such rights or warrants the Stock
Conversion Ratio shall be readjusted to the Stock Conversion Ratio which would then be in
effect had the adjustments made upon the issuance of such rights or warrants been made on
the basis of the delivery of only the number of shares of LifePoint Common Stock (or
securities convertible into LifePoint Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Stock Conversion Ratio shall again be
adjusted to be the Stock Conversion Ratio which would then be in effect if such date fixed
for the determination of stockholders entitled to receive such rights or warrants had not
been fixed. In determining whether any rights or warrants entitle the holders to subscribe
for or purchase shares of LifePoint Common Stock at less than such Current Market Price,
and in determining the aggregate offering price of such shares of LifePoint Common Stock,
there shall be taken into account any consideration received for such rights or warrants,
the value of such consideration if other than cash, to be determined by the Board of
Directors.




     (d) If, following the execution of the First Supplemental Indenture, LifePoint shall,
by dividend or otherwise, distribute to all holders of LifePoint Common Stock shares of any
class of capital stock of LifePoint (other than any dividends or distributions to which
Section 10.04(a) applies) or evidences of its indebtedness, cash or other assets,
including securities, but excluding (1) any rights or warrants referred to in Section
10.04(c), (2) any stock, securities or other property or assets (including cash)
distributed in connection with a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 10.11 hereof
applies (including, for the avoidance of doubt, the Mergers) and (3) dividends and
distributions paid exclusively in cash (the securities described in foregoing clauses (1),
(2) and (3) hereinafter in this Section 10.04(d) called the “excluded



A-4









 






securities”), then, in each such case, subject to the second succeeding paragraph of
this Section 10.04(d), the Stock Conversion Ratio shall be adjusted so that the
same shall equal the product determined by multiplying the Stock Conversion Ratio in effect
immediately prior to the close of business on the Record Date (as defined in Section
10.04(g)) with respect to such distribution by a fraction:




     (1) the numerator of which shall be the Current Market Price (determined as
provided in Section 10.04(g)) on such date, and




     (2) the denominator of which shall be such Current Market Price less the fair
market value (as determined by the Board of Directors, whose determination shall be
conclusive and set forth in a Board Resolution) on such date of the portion of the
securities so distributed (other than excluded securities) applicable to one share
of LifePoint Common Stock (determined on the basis of the number of shares of the
LifePoint Common Stock outstanding on the Record Date).




Such increase shall become effective immediately prior to the opening of business on the
day following the Record Date. However, in the event that the then fair market value (as
so determined) of the portion of the securities so distributed (other than excluded
securities) applicable to one share of LifePoint Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive (as part of the
Province Consideration Units deliverable) upon conversion of a Note (or any portion
thereof) the amount of securities so distributed (other than excluded securities) such
Holder would have received had such Holder converted such Note (or portion thereof)
immediately prior to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Stock Conversion Ratio shall again be adjusted to be the Stock
Conversion Ratio which would then be in effect if such dividend or distribution had not
been declared.



              If the Board of Directors determines the fair market value of any distribution for purposes of
this Section 10.04(d) by reference to the actual or when issued trading market for any
securities comprising all or part of such distribution (other than excluded securities), it must in
doing so consider the prices in such market over the same period (the “Reference Period”)
used in computing the Current Market Price pursuant to Section 10.04(g) to the extent
possible, unless the Board of Directors in a Board Resolution determines in good faith that
determining the fair market value during the Reference Period would not be in the best interest of
the Holder.




              Rights or warrants distributed by LifePoint to all holders of LifePoint Common Stock entitling
the holders thereof to subscribe for or purchase shares of LifePoint’s capital stock (either
initially or under certain circumstances), which rights or warrants, until the occurrence of a
specified event or events (“Trigger Event”):




A-5









 








          (i) are deemed to be transferred with such shares of LifePoint Common Stock;




          (ii) are not exercisable; and




          (iii) are also issued in respect of future issuances of LifePoint Common Stock,




shall be deemed not to have been distributed for purposes of this Section 10.04(d) (and no
adjustment to the Stock Conversion Ratio under this Section 10.04(d) will be required)
until the occurrence of the earliest Trigger Event. If such right or warrant is subject to
subsequent events, upon the occurrence of which such right or warrant shall become exercisable to
purchase different securities, evidences of indebtedness or other assets or entitle the holder to
purchase a different number or amount of the foregoing or to purchase any of the foregoing at a
different purchase price, then the occurrence of each such event shall be deemed to be the date of
issuance and record date with respect to a new right or warrant (and a termination or expiration of
the existing right or warrant without exercise by the holder thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other
event (of the type described in the preceding sentence) with respect thereto, that resulted in an
adjustment to the Stock Conversion Ratio under this Section 10.04(d):





     (1) in the case of any such rights or warrants which shall all have been redeemed or
repurchased without exercise by any holders thereof, the Stock Conversion Ratio shall be
readjusted upon such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder of LifePoint Common Stock with
respect to such rights or warrant (assuming such holder had retained such rights or
warrants), made to all holders of LifePoint Common Stock as of the date of such redemption
or repurchase, and




     (2) in the case of such rights or warrants all of which shall have expired or been
terminated without exercise, the Stock Conversion Ratio shall be readjusted as if such
rights and warrants had never been issued.



          For purposes of this Section 10.04(d) and Sections 10.04(a), 10.04(b)
and 10.04(c), any dividend or distribution to which this Section 10.04(d) is
applicable that also includes shares of LifePoint Common Stock, a subdivision or combination of
LifePoint Common Stock to which Section 10.04(b) applies, or rights or warrants to
subscribe for or purchase shares of LifePoint Common Stock to which Section 10.04(c)
applies (or any combination thereof), shall be deemed instead to be:





     (1) a dividend or distribution of the evidences of indebtedness, assets, shares of
capital stock, rights or warrants other than such shares of LifePoint Common Stock, such
subdivision or combination or such rights or warrants to which Sections 10.04(a),
10.04(b) and 10.04(c) apply, respectively (and any Stock



A-6









 






Conversion Ratio increase required by this Section 10.04(d) with respect to
such dividend or distribution shall then be made), immediately followed by




     (2) a dividend or distribution of such shares of LifePoint Common Stock, such
subdivision or combination or such rights or warrants (and any further Stock Conversion
Ratio adjustment required by Sections 10.04(a), 10.04(b) and
10.04(c) with respect to such dividend or distribution shall then be made), except:




     (A) the Record Date of such dividend or distribution shall be substituted as
(x) “the date fixed for the determination of stockholders entitled to receive such
dividend or other distribution”, “Record Date fixed for such determinations” and
“Record Date” within the meaning of Section 10.04(a), (y) “the day upon
which such subdivision becomes effective” and “the day upon which such combination
becomes effective” within the meaning of Section 10.04(b), and (z) as “the
date fixed for the determination of stockholders entitled to receive such rights or
warrants”, “the Record Date fixed for the determination of the stockholders
entitled to receive such rights or warrants” and such “Record Date” within the
meaning of Section 10.04(c), and




     (B) any shares of LifePoint Common Stock included in such dividend or
distribution shall not be deemed “outstanding at the close of business on the date
fixed for such determination” within the meaning of Section 10.04(a) and
any reduction or increase in the number of shares of LifePoint Common Stock
resulting from such subdivision or combination shall be disregarded in connection
with such dividend or distribution.




     (e) If, following the execution of the First Supplemental Indenture, LifePoint shall,
by dividend or otherwise, distribute to all holders of LifePoint Common Stock cash
(excluding any cash that is distributed upon a reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance to which
Section 10.11 hereof applies, including, for the avoidance of doubt, the Mergers,
or as part of a distribution referred to in Section 10.04(d) hereof), in an
aggregate amount that, combined together with: (1) the aggregate amount of any other such
distributions to all holders of LifePoint Common Stock made exclusively in cash within the
12 months preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to this Section 10.04(e) has been made, and (2) the aggregate
of any cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and set forth in a Board Resolution) of consideration
payable in respect of any tender offer by LifePoint or any of its subsidiaries for all or
any portion of the LifePoint Common Stock concluded within the 12 months preceding the date
of such distribution, and in respect of which no adjustment pursuant to Section
10.04(f) hereof has been made, exceeds 10% of the product of the Current Market Price
(determined as provided in Section 10.04(g)) on the Record Date with respect to
such distribution times the number of shares of LifePoint Common Stock outstanding on such
date, then and



A-7









 






in each such case, immediately after the close of business on such date, the Stock
Conversion Ratio shall be adjusted so that the same shall equal the product determined by
multiplying the Stock Conversion Ratio in effect immediately prior to the close of business
on such Record Date by a fraction:




     (i) the numerator of which shall be equal to the Current Market Price on the
Record Date, and




     (ii) the denominator of which shall be equal to the Current Market Price on
such date less an amount equal to the quotient of (x) the excess of such combined
amount over such 10% and (y) the number of shares of LifePoint Common Stock
outstanding on the Record Date.




However, in the event that the then fair market value (as so determined) of the portion of
the securities so distributed (other than excluded securities) applicable to one share of
LifePoint Common Stock is equal to or greater than the Current Market Price on the Record
Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive (as part of the Province Consideration Units
deliverable) upon conversion of a Note (or any portion thereof) the amount of cash such
Holder would have received had such Holder converted such Note (or portion thereof)
immediately prior to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Stock Conversion Ratio shall again be adjusted to be the Stock
Conversion Ratio which would then be in effect if such dividend or distribution had not
been declared.




     (f) If, following the execution of the First Supplemental Indenture, a tender offer
made by LifePoint or any of its subsidiaries for all or any portion of the LifePoint Common
Stock shall expire and such tender offer (as amended upon the expiration thereof) shall
require the payment to stockholders (based on the acceptance (up to any maximum specified
in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate
consideration having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and set forth in a Board Resolution) that combined
together with:




     (1) the aggregate of the cash plus the fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and set forth in a
Board Resolution), as of the expiration of such tender offer, of consideration
payable in respect of any other tender offers, by LifePoint or any of its
subsidiaries for all or any portion of the LifePoint Common Stock expiring within
the 12 months preceding the expiration of such tender offer and in respect of which
no adjustment pursuant to this Section 10.04(f) has been made, and




     (2) the aggregate amount of any distributions to all holders of LifePoint
Common Stock made exclusively in cash within 12 months preceding the expiration of
such tender offer and in respect of which no



A-8









 






adjustment pursuant to Section 10.04(e) has been made, exceeds 10% of
the product of the Current Market Price (determined as provided in Section
10.04(g)) as of the last time (the “Expiration Time”) tenders could
have been made pursuant to such tender offer (as it may be amended) times the
number of shares of LifePoint Common Stock outstanding (including any tendered
shares) on the Expiration Time, then, and in each such case, immediately prior to
the opening of business on the day after the date of the Expiration Time, the Stock
Conversion Ratio shall be adjusted so that the same shall equal the product
determined by multiplying the Stock Conversion Ratio in effect immediately prior to
the close of business on the date of the Expiration Time by a fraction:




     (i)
the numerator of which shall be the sum of (x) the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the
terms of the tender offer) of all shares validly tendered and not
withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the “Purchased Shares”) and
(y) the product of the number of shares of LifePoint Common Stock
outstanding (less any Purchased Shares) on the Expiration Time and the
Current Market Price of the LifePoint Common Stock on the Trading Day next
succeeding the Expiration Time, and




     (ii) the denominator of which shall be the number of shares of
LifePoint Common Stock outstanding (including any tendered shares) at the
Expiration Time multiplied by the Current Market Price of the LifePoint
Common Stock on the Trading Day next succeeding the Expiration Time.




Such increase (if any) shall become effective immediately prior to the opening of business
on the day following the Expiration Time. In the event that LifePoint is obligated to
purchase shares pursuant to any such tender offer, but LifePoint is permanently prevented
by applicable law from effecting any such purchases or all such purchases are rescinded,
the Stock Conversion Ratio shall again be adjusted to be the Stock Conversion Ratio which
would then be in effect if such tender offer had not been made. If the application of this
Section 10.04(f) to any tender offer would result in a decrease to the Stock
Conversion Ratio, no adjustment shall be made for such tender offer under this Section
10.04(f).




     (g) For purposes of this Section 10.04, the following terms shall have the
meanings indicated:




     (1) “Current Market Price” shall mean the average of the daily Closing
Prices per share of LifePoint Common Stock for the ten consecutive Trading Days
immediately prior to the date in question; provided, however, that
if:



A-9









 






     (i) the “ex” date (as hereinafter defined) for any event (other than
the issuance or distribution requiring such computation) that requires an
adjustment to the Stock Conversion Ratio pursuant to Section 10.04(a),
(b), (c), (d), (e) or (f) occurs during such ten consecutive Trading
Days, the Closing Price for each Trading Day prior to (ii) the “ex” date
for such other event shall be adjusted by multiplying such Closing Price
by the same fraction by which the Stock Conversion Ratio is so required to
be adjusted as a result of such other event;




     (ii) the “ex” date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to
the Stock Conversion Ratio pursuant to Section 10.04(a), (b), (c),
(d), (e) or (f) occurs on or after the “ex” date for the issuance or
distribution requiring such computation and prior to the day in question,
the Closing Price for each Trading Day on and after the “ex” date for such
other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Stock Conversion Ratio is so
required to be adjusted as a result of such other event; and




     (iii) the “ex” date for the issuance or distribution requiring such
computation is prior to the day in question, after taking into account any
adjustment required pursuant to clause (i) or (ii) of this proviso, the
Closing Price for each Trading Day on or after such “ex” date shall be
adjusted by adding thereto the amount of any cash and the fair market
value (as determined by the Board of Directors in a manner consistent with
any determination of such value for purposes of Section 10.04(d) or
(f), whose determination shall be conclusive and set forth in a Board
Resolution) of the evidences of indebtedness, shares of capital stock or
assets being distributed applicable to one share of LifePoint Common Stock
as of the close of business on the day before such “ex” date.




For purposes of any computation under Section 10.04(f), the Current Market Price of
the LifePoint Common Stock on any date shall be deemed to be the average of the daily
Closing Prices per share of LifePoint Common Stock for such day and the next two succeeding
Trading Days; provided, however, that if the “ex” date for any event (other
than the tender offer requiring such computation) that requires an adjustment to the Stock
Conversion Ratio pursuant to Section 10.04(a), (b), (c), (d), (e) or (f) occurs on
or after the Expiration Time for the tender or exchange offer requiring such computation
and prior to the day in question, the Closing Price for each Trading Day on and after the
“ex” date for such other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Stock Conversion Ratio is so required to be



A-10









 






adjusted as a result of such other event. For purposes of this paragraph, the term “ex”
date, when used:




     (A) with respect to any issuance or distribution, means the first date on
which the LifePoint Common Stock trades regular way on the relevant exchange or in
the relevant market from which the Closing Price was obtained without the right to
receive such issuance or distribution;




     (B) with respect to any subdivision or combination of shares of LifePoint
Common Stock, means the first date on which the LifePoint Common Stock trades
regular way on such exchange or in such market after the time at which such
subdivision or combination becomes effective, and




     (C) with respect to any tender or exchange offer, means the first date on
which the LifePoint Common Stock trades regular way on such exchange or in such
market after the Expiration Time of such offer.



Notwithstanding the foregoing, whenever successive adjustments to the Stock Conversion Ratio are
called for pursuant to this Section 10.04, such adjustments shall be made to the Current
Market Price as may be necessary or appropriate to effectuate the intent of this Section
10.04 and to avoid unjust or inequitable results as determined in good faith by the Board of
Directors.





     (2) “fair market value” shall mean the amount which a willing buyer
would pay a willing seller in an arm’s length transaction.




     (3) “Record Date” shall mean, with respect to any dividend,
distribution or other transaction or event in which the holders of LifePoint Common
Stock have the right to receive any cash, securities or other property or in which
the LifePoint Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash, securities
or other property (whether such date is fixed by the LifePoint Board of Directors
or by statute, contract or otherwise).




     (h) The Company may make such increases in the Stock Conversion Ratio, in addition to
those required by Section 10.04(a), (b), (c), (d), (e) or (f), as the Board of
Directors considers to be advisable to avoid or diminish any income tax to holders of
LifePoint Common Stock or rights to purchase LifePoint Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.




     To the extent permitted by applicable law, the Company from time to time may increase
the Stock Conversion Ratio by any amount for any period of time if the period is at least
20 days and the increase is irrevocable during the period and



A-11









 






the Board of Directors determines in good faith that such increase would be in the
best interests of the Company, which determination shall be conclusive and set forth in a
Board Resolution. Whenever the Stock Conversion Ratio is increased pursuant to the
preceding sentence, the Company shall mail to the Trustee and each Holder at the address of
such Holder as it appears in the Register a notice of the increase at least 15 days prior
to the date the increased Stock Conversion Ratio takes effect, and such notice shall state
the increased Stock Conversion Ratio and the period during which it will be in effect.




     (i) No adjustment in the Stock Conversion Ratio shall be required unless such
adjustment would require an increase or decrease of at least 1% in such ratio;
provided, however, that any adjustments which by reason of this Section
10.04(i) are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 10 shall be made by
the Company and shall be made to the nearest cent or to the nearest one hundredth of a
share, as the case may be. No adjustment need be made for a change in the par value or no
par value of the LifePoint Common Stock.




     (j) In any case in which this Section 10.04 provides that an adjustment shall
become effective immediately after a Record Date for an event, the Company may defer until
the occurrence of such event (i) issuing to the Holder of any Note converted after such
Record Date and before the occurrence of such event the additional shares of LifePoint
Common Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the LifePoint Common Stock issuable upon such conversion before giving
effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 10.03 hereof.




     (k) For purposes of this Section 10.04, the number of shares of LifePoint
Common Stock at any time outstanding shall not include shares held in the treasury of
LifePoint but shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of LifePoint Common Stock. LifePoint will not pay any dividend or
make any distribution on shares of LifePoint Common Stock held in the treasury of
LifePoint.




     (l) If the distribution date for the rights provided in LifePoint’s rights agreement,
if any, occurs prior to the date a Note is converted, the Holder of the Note who converts
such Note after the distribution date is not entitled to receive the rights that would
otherwise be attached (but for the date of conversion) to the shares of LifePoint Common
Stock received upon such conversion; provided, however, that an adjustment
shall be made to the Stock Conversion Ratio pursuant to Section 10.04(b) as if the
rights were being distributed to the common stockholders of LifePoint immediately prior to
such conversion. If such an adjustment is made and the rights are later redeemed,
invalidated or terminated, then a corresponding reversing adjustment shall be made to the
Stock Conversion Ratio, on an equitable basis, to take account of such event.



A-12









 





          SECTION 10.05 Notice of Adjustments of Stock Conversion Ratio. Whenever the Stock
Conversion Ratio is adjusted as herein provided (other than in the case of an adjustment pursuant
to the second paragraph of Section 10.04(h) for which the notice required by such paragraph
has been provided), the Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers’ Certificate setting forth the adjusted Stock Conversion Ratio and
showing in reasonable detail the facts upon which such adjustment is based. Promptly after delivery
of such Officers’ Certificate, the Company shall prepare a notice stating that the Stock Conversion
Ratio has been adjusted and setting forth the adjusted Stock Conversion Ratio and the date on which
each adjustment becomes effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of such adjustment.
Failure to deliver such notice shall not effect the legality or validity of any such adjustment.




          SECTION 10.06 Notice Prior to Certain Actions. In case at any time after the date of
the First Supplemental Indenture:





     (1) LifePoint shall declare a dividend (or any other distribution) on LifePoint Common
Stock payable otherwise than in cash out of its capital surplus or its consolidated
retained earnings;




     (2) LifePoint shall authorize the granting to the holders of LifePoint Common Stock of
rights or warrants to subscribe for or purchase any shares of capital stock of any class
(or of securities convertible into shares of capital stock of any class) or of any other
rights;




     (3) there shall occur any reclassification of LifePoint Common Stock (other than a
subdivision or combination of the outstanding LifePoint Common Stock, a change in par
value, a change from par value to no par value or a change from no par value to par value),
or any merger, consolidation, statutory share exchange or combination to which LifePoint is
a party and for which approval of any shareholders of LifePoint is required, or the sale,
transfer or conveyance of all or substantially all of the assets of LifePoint; or




     (4) there shall occur the voluntary or involuntary dissolution, liquidation or winding
up of LifePoint;



the Company shall cause to be filed at each office or agency maintained for the purpose of
conversion of Notes pursuant to Section 4.03 hereof, and shall cause to be provided to the
Trustee and all Holders in accordance with Section 12.02 hereof, at least 20 days (or 10
days in any case specified in clause (1) or (2) above) prior to the applicable record or effective
date hereinafter specified, a notice stating:





     (A) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken, the
date as of which the holders of LifePoint Common Stock of



A-13









 






record to be entitled to such dividend, distribution, rights or warrants are
to be determined, or




     (B) the date on which such reclassification, merger, consolidation, statutory
share exchange, combination, sale, transfer, conveyance, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is
expected that holders of LifePoint Common Stock of record shall be entitled to
exchange their shares of LifePoint Common Stock for securities, cash or other
property deliverable upon such reclassification, merger, consolidation, statutory
share exchange, sale, transfer, dissolution, liquidation or winding up.



          Neither the failure to give such notice nor any defect therein shall affect the legality or
validity of the proceedings or actions described in clauses (1) through (4) of this Section
10.06.




          SECTION 10.07 LifePoint to Reserve LifePoint Common Stock. LifePoint shall at all
times use its best efforts to reserve and keep available, free from preemptive rights, out of its
authorized but unissued LifePoint Common Stock, for the purpose of effecting the conversion of
Notes, the full number of shares of fully paid and nonassessable LifePoint Common Stock then
issuable upon the conversion of all Notes outstanding.




          SECTION 10.08 Taxes on Conversions. Except as provided in the next sentence,
LifePoint will pay any and all taxes (other than taxes on income) and duties that may be payable in
respect of the issue or delivery of shares of LifePoint Common Stock on conversion of Notes
pursuant hereto. A Holder delivering a Note for conversion shall be liable for and will be required
to pay any tax or duty which may be payable in respect of any transfer involved in the issue and
delivery of shares of LifePoint Common Stock in a name other than that of the Holder of the Note or
Notes to be converted, and no such issue or delivery shall be made unless the Person requesting
such issue has paid to LifePoint the amount of any such tax or duty, or has established to the
satisfaction of LifePoint that such tax or duty has been paid.




          SECTION 10.09 Covenant as to LifePoint Common Stock. LifePoint covenants that all
shares of LifePoint Common Stock which may be issued upon conversion of Notes will upon issue be
fully paid and nonassessable and, except as provided in Section 10.08, LifePoint will pay
all taxes, liens and charges with respect to the issue thereof.




          SECTION 10.10 Cancellation of Converted Notes. All Notes delivered for conversion
shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 2.10.




          SECTION 10.11 Effect of Reclassification, Consolidation, Merger or Sale. If any of
following events occur, namely:




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     (1) any reclassification or change of the outstanding shares of LifePoint Common Stock
(other than a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination),




     (2) any merger, consolidation, statutory share exchange or combination of LifePoint
with another corporation as a result of which holders of LifePoint Common Stock shall be
entitled to receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such LifePoint Common Stock or




     (3) any sale or conveyance of the properties and assets of LifePoint as, or
substantially as, an entirety to any other corporation as a result of which holders of
LifePoint Common Stock shall be entitled to receive stock, securities or other property or
assets (including cash) with respect to or in exchange for such LifePoint Common Stock,



LifePoint or the successor or
purchasing corporation, as the case may be, and the Company shall execute with the
Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of
execution of such supplemental indenture if such supplemental indenture is then required to so
comply) providing that such Note shall be convertible into the kind and amount of shares of stock
and other securities or property or assets (including cash) which such Holder would have been
entitled to receive upon such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance had such Notes been converted into LifePoint Common Stock
(and the Cash Component) immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder of LifePoint Common
Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash
or other property receivable upon such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance is not the same for each
share of LifePoint Common Stock in respect of which such rights of election shall not have been
exercised (“Non-Electing Share”), then for the purposes of this Section 10.11 the
kind and amount of securities, cash or other property receivable upon such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each
Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in this Article
10. If, in the case of any such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance, the stock or other securities and assets
receivable thereupon by a holder of shares of LifePoint Common Stock includes shares of stock or
other securities and assets of a corporation other than the successor or purchasing corporation, as
the case may be, in such reclassification, change, merger, consolidation, statutory share exchange,




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combination, sale or conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the interests of the
Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the
foregoing, including to the extent practicable the provisions providing for the repurchase rights
set forth in Section 3.08 hereof.




          The Company shall cause notice of the execution of such supplemental indenture to be mailed to
each Holder, at the address of such Holder as it appears on the Register, within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of
such supplemental indenture.




          The above provisions of this Section 10.11 shall similarly apply to successive
reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and
conveyances.




          If this Section 10.11 applies to any event or occurrence, Section 10.04 hereof
shall not apply.




          SECTION 10.12 Responsibility of Trustee for Conversion Provisions. The Trustee,
subject to the provisions of Section 7.01 hereof, and any Conversion Agent shall not at any
time be under any duty or responsibility to any Holder of Notes to determine whether any facts
exist which may require any adjustment of the Stock Conversion Ratio, or with respect to the nature
or intent of any such adjustments when made, or with respect to the method employed, or herein or
in any supplemental indenture provided to be employed, in making the same. Neither the Trustee,
subject to the provisions of Section 7.01 hereof, nor any Conversion Agent shall be
accountable with respect to the validity or value (of the kind or amount) of any LifePoint Common
Stock (and the Cash Component), or of any other securities or property, which may at any time be
issued or delivered upon the conversion of any Note; and it or they do not make any representation
with respect thereto. Neither the Trustee, subject to the provisions of Section 7.01
hereof, nor any Conversion Agent shall be responsible for any failure of LifePoint or the Company
to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates
or other securities or property upon the surrender of any Note for the purpose of conversion; and
the Trustee, subject to the provisions of Section 7.01 hereof, and any Conversion Agent
shall not be responsible or liable for any failure of LifePoint or the Company to comply with any
of the covenants of LifePoint or the Company contained in this Article 10.





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ANNEX B




ARTICLE 13




NOTE GUARANTEE




          SECTION 13.01 Guarantee. Subject to Article 14, LifePoint hereby fully and
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Notes will be promptly paid by the Company in
full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid by the Company in full or performed by the Company, all in accordance with the terms hereof
and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that same will be promptly paid by the Company in full when due or
performed by the Company in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. LifePoint agrees that this is a guarantee of
payment and not a guarantee of collection.




          LifePoint hereby agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of LifePoint. LifePoint hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Note Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture (which, for the avoidance of doubt, it is
agreed shall have occurred upon termination of all of the Company’s obligations under the Indenture
as provided in Section 8.01 of the Indenture).




          If any Holder or the Trustee is required by any court or otherwise to return to the Company,
LifePoint or any custodian, trustee, liquidator or other similar official acting in relation to
either the Company or LifePoint, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.




          LifePoint agrees that it shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. LifePoint further agrees that, as between itself,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other




 









 





prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event
of any declaration of acceleration of such obligations as provided in Article 6 hereof,
such obligations (whether or not due and payable) shall forthwith become due and payable by
LifePoint for the purpose of this Note Guarantee, failing payment when due by the Company.


          SECTION 13.02 Limitation on LifePoint Liability. The obligations of LifePoint under
its Note Guarantee and this Article 13 shall be limited to the maximum amount as will,
after giving effect to such maximum amount and all other contingent and fixed liabilities of
LifePoint that are relevant under such laws, result in the obligations of LifePoint under its Note
Guarantee not constituting a fraudulent transfer or conveyance, or otherwise being voidable under
applicable law relating to such matters or similar laws affecting the rights of creditors
generally.


          SECTION 13.03 Successor Guarantor. LifePoint may consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or a series of transactions, directly or
indirectly, all or substantially all its assets to, any Person, provided that:


     (1) the resulting, surviving or transferee Person (the “Successor Guarantor”)
shall be a Person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia and the Successor Guarantor (if not
LifePoint) shall expressly assume, by an indenture supplement, executed and delivered to
the Trustee, all the obligations of LifePoint under the Note Guarantee and the Indenture;
and




     (2) the Company shall have delivered to the Trustee an Officers’ Certificate of the
Company and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture (if any) comply with this
Indenture;



          The Successor Guarantor shall be the successor to LifePoint and shall succeed to, and be
substituted for, and may exercise every right and power of, LifePoint under the Note Guarantee, and
the predecessor company, except in the case of a lease, shall be released from its obligations with
respect to the Note Guarantee.




ARTICLE 14




SUBORDINATION OF NOTE GUARANTEE




          SECTION 14.01 Subordination of Note Guarantee. Notwithstanding any other provision
of this Indenture, the Obligations of LifePoint under its Note Guarantee pursuant to Article
13 shall be junior and subordinated, in the manner provided in this Article 14, to the
prior payment in full in cash of the LifePoint Senior Indebtedness.




          SECTION 14.02 When Distribution Must Be Paid Over. In the event that,
notwithstanding the provisions of this Article 14, any payment or distribution of


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any kind
or character, whether in cash, property or securities, shall be received by the Trustee or any
Holder which is prohibited by such provisions, then and in such event such payment shall be held in
trust for the benefit of, and shall be paid over and delivered by such Trustee or Holder to, the
trustee or any other representative of holders of LifePoint Senior Indebtedness, as their interest
may appear, for application to LifePoint Senior Indebtedness remaining unpaid until all LifePoint
Senior Indebtedness has been paid in full in cash or cash equivalents after giving effect to any
concurrent distribution to or for the holders of LifePoint Senior Indebtedness.




          With respect to the holders of LifePoint Senior Indebtedness, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set forth in this
Article 14, and no implied covenants or obligations with respect to the holders of
LifePoint Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of LifePoint Senior Indebtedness, and
shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf
of Holders or the Company or any other Person money or assets to which any holders of LifePoint
Senior Indebtedness shall be entitled by virtue of this Article 14, except if such payment
is made as a result of the willful misconduct or gross negligence of the Trustee.




          SECTION 14.03 Subrogation. After all LifePoint Senior Indebtedness is paid in full
and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of
LifePoint Senior Indebtedness to receive distributions applicable to LifePoint Senior Indebtedness
to the extent that distributions otherwise payable to the Holders have been applied to the payment
of LifePoint Senior Indebtedness. A distribution made under this Article 14 to holders of
LifePoint Senior Indebtedness that otherwise would have been made to Holders is not, as between
LifePoint and Holders, a payment by LifePoint on LifePoint Senior Indebtedness. Subject to
Article 13, in the event that, pursuant to the Note Guarantee, LifePoint shall pay any
obligations of the Company under the Notes or the Indenture, LifePoint shall be subrogated to the
rights of the Holders with respect to such obligations.




          SECTION 14.04 Relative Rights. This Article 14 defines the relative rights of
Holders and holders of LifePoint Senior Indebtedness. Nothing in this Indenture shall: (i) impair,
as between LifePoint and Holders, the obligation of LifePoint, which is absolute and unconditional,
to pay its Note Guarantee to the extent set forth in Article 13; or (ii) prevent the
Trustee or any Holder from exercising its available remedies upon a default by LifePoint under its
Note Guarantee, subject to the rights of holders and owners of LifePoint Senior Indebtedness to
receive distributions and payments otherwise payable to Holders.




          SECTION 14.05 Trustee Entitled to Rely. Upon any payment or distribution of assets
referred to in this Article 14, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any certificate of such
representative(s) or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, all holders of the




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LifePoint
Senior Indebtedness and other Indebtedness of
LifePoint, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article 14.




          SECTION 14.06 Rights of Trustee and Paying Agent. Notwithstanding the provisions of
this Article 14 or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on
the Note Guarantee, unless a Responsible Officer of the Trustee shall have received at its
Corporate Trust Office at least three Business Days prior to the date of such payment written
notice of facts that would cause the payment of any obligations with respect to the Note Guarantee
to violate this Article 14. Only a holder of LifePoint Senior Indebtedness or a
representative of such holder may give the notice. Nothing in this Article 14 shall impair
the claims of, or payments to, the Trustee under or pursuant to Section 7.06.




          The Trustee in its individual or any other capacity may hold LifePoint Senior Indebtedness
with the same rights it would have if it were not Trustee. Any Agent may do the same with like
rights.





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ANNEX C




	 	 	 
	ASSIGNMENT FORM	 	CONVERSION NOTICE
	To assign this Note, fill in the form below:
	 	To convert this Note into Province
	I or we assign and transfer this Note to
	 	Consideration Units,
	 
	 	check the box:
	 
	 	                    [ ]
	 
	 	 
	 
	 	To convert only part of this Note,
	 
	 	state the principal amount to be
	 
	 	converted (which must be $1,000 or
	 
	 	an integral multiple of $1,000):
	 
	 	 
	(Insert assignee’s soc. sec. or tax ID no.)
	 	 
	 
	 	$
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	If you want the stock certificate for the
	 
	 	LifePoint Common Stock that comprises a
	 
	 	portion of the Province Consideration
	 
	 	Units made out in another person’s name,
	 
	 	fill in the form below:
	(Print or type assignee’s name,
address and zip code)
	 	 
	 
	 	 
	 
	 	 
	and irrevocably appoint                                         
	 	(Insert other person’s soc. sec. or
	agent to transfer this Note on the books of the
	 	tax ID no.)
	Company.
	 	 
	The agent may substitute another to act for him.
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	(Print or type other person’s name,
	 
	 	address and zip code)






	 







Date:                                                              Your Signature:       
                                                      



	 






(Sign exactly as your name appears on the other side of this Note)




 









 








ANNEX D




Form of Letter to Be Delivered by Accredited Investors




Province Healthcare Company

105 Westwood Place, Suite 400

Brentwood, Tennessee 37207



Attention: General Counsel




U.S. Bank, National Association

One Financial Square

Louisville, Kentucky 40202



Attention: Corporate Trust

Telephone No. (502) 581-5443

Facsimile No. (502) 581-4198



Dear Sirs:




     We are delivering this letter in connection with the proposed transfer of $___
principal amount of the 4 1/2% Convertible Subordinated Notes due 2005 (the “Notes”) of Province
Healthcare Company (the “Company”), which are convertible into Province Consideration Units, each
of which are comprised of $11.375 cash and a number shares of common stock $0.01 par value per
share (the “LifePoint Common Stock”) of LifePoint Hospitals Inc., a Delaware corporation previously
named Lakers Holding Corp. equal to the Stock Conversion Ratio.



     We hereby confirm that:



     (i) we are an “accredited investor” within the meaning of Rule 501(a)(1), (2) or (3) under the
Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity
owners are accredited investors within the meaning of Rule 501(a)(1), (2) or (3) under the
Securities Act (an “Institutional Accredited Investor”);



     (ii) the purchase of Notes by us is for our own account or for the account of one or more
other Institutional Accredited Investors or as fiduciary for the account of one or more trusts,
each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under the Securities
Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the
meaning of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other
institution described in Section 3(a)(5)(A) of the Securities Act that is acquiring Notes fiduciary
for the account of one or more institutions for which we exercise sole investment discretion;



     (iii) we have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of purchasing Notes; and



     (iv) we are not acquiring Notes with a view to distribution thereof or with any present
intention of offering or selling Notes or the LifePoint Common Stock issuable upon conversion
thereof, except as permitted below; provided that the disposition of our property and property of
any accounts for which we are acting as fiduciary shall remain at all times within our control.



 









 





     We understand that the Notes were originally offered and sold in a transaction not involving
any public offering within the United States within the meaning of the Securities Act and that the
Notes and the shares of LifePoint Common Stock (the “Notes”) issuable upon conversion thereof have
not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any Notes, that if in the future we decide to resell or otherwise
transfer such Notes prior to the date (the “Resale Restriction Termination Date”) which is two
years after the later of the original issuance of the Notes and the last date on which the Company
or an affiliate of the Company was the owner of the Note, such Notes may be resold or otherwise
transferred only (i) to the Company or any subsidiary thereof, or (ii) for as long as the Notes are
eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own
account or for the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, or (iii) to an Institutional Accredited Investor
that is acquiring the Note for its own account, or for the account of such Institutional Accredited
Investor for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act, or (iv) pursuant to another available
exemption from registration under the Securities Act (if applicable), or (v) pursuant to a
registration statement which has been declared effective under the Securities Act and, in each
case, in accordance with any applicable securities laws of any State of the United States or any
other applicable jurisdiction and in accordance with the legends set forth on the Notes. We further
agree to provide any person purchasing any of the Notes other than pursuant to clause (v) above
from us a notice advising such purchaser that resales of such Notes are restricted as stated
herein. We understand that the trustee or the transfer agent, as the case may be, for the Notes
will not be required to accept for registration of transfer any Notes pursuant to (iii) or (iv)
above except upon presentation of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with. We further understand that any Notes will be in
the form of definitive physical certificates and that such certificates will bear a legend
reflecting the substance of this paragraph other than certificates representing Notes transferred
pursuant to clause (v) above.



     We acknowledge that the Company, others and you will rely upon our confirmations,
acknowledgments and agreements set forth herein, and we agree to notify you promptly in writing if
any of our representations or warranties herein ceases to be accurate and complete.



     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK.



	 	 	 	 	 
	 	 	 
	 	 	(Name of Purchaser)
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	Address:






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