Exhibit 4.1

 

AMENDMENT NO. 1 TO

AMENDED AND RESTATED RIGHTS AGREEMENT

 

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is dated as of September 21, 2015 (the “Effective Date”) and amends the Amended and Restated Rights Agreement, dated as of February 25, 2009 (the “Rights Agreement”), by and between LifePoint Health, Inc. (formerly known as LifePoint Hospitals, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

 

RECITALS

 

WHEREAS, in accordance with Section 27 of the Rights Agreement, prior to the Distribution Date, the Company’s Board of Directors may amend the Rights Agreement in any respect without the approval of any holders of Rights Certificates; and

 

WHEREAS, the Rights Agent is hereby directed to join in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth herein, the parties hereby agree as follows:

 

1.              Amendment of the Rights Agreement. Section 1(p) of the Rights Agreement is hereby amended and restated in its entirety as follows: “Final Expiration Date” shall mean the Close of Business on September 21, 2015.

 

2.              Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.

 

3.              Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.

 

4.              Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as

 











 

a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

5.              Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.

 

6.              Descriptive Headings. The descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof.

 

7.              Further Assurances. Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.

 

8.              Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

 

[Signature page follows.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.

 

 

	
 
    	
LIFEPOINT HEALTH, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Christy S. Green
    
	
 
    	
Name:   Christy S. Green
    
	
 
    	
Title:   Vice President and Corporate   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Paula Caroppoli
    
	
 
    	
Name:   Paula Caroppoli
    
	
 
    	
Title:   Senior Vice President