Ex-10.2



 




Exhibit
10.2


ADDENDUM 
TO THE
AGREEMENT
 BETWEEN GE
HEALTHCARE

AND LIFEPOINT

Contract No.                     



This Addendum modifies the above-referenced Agreement as set forth below, and, except as modified
in this Addendum, the Agreement shall go into full force and effect as originally written. Unless
otherwise indicated, all terms used herein shall have the meaning ascribed to them in the
Agreement. In consideration of the promises and covenants below and in the Agreement, the parties
agree to modify the Agreement as follows:



STANDARD TERMS AND CONDITIONS-SALES AND SERVICE



TERM



A new section is added with the heading above and the following text:





The term of this Agreement is extended from the current expiration date of March
31st, 2008 to the new expiration date of June 30th, 2012. The changes
provided in this addendum are effective July 1st, 2007.


ALTERNATE IMAGING PROGRAM



A new section is added with the heading above and the following text:





All terms and conditions of the Lifepoint Choice program apply to the facilities participating
in the Alternate Imaging Program, except for the changes outlined below:




	 	–	 	Minimum coverage of Preventative Maintenance (PM Only) is required for all imaging
equipment, including both GE and multi-vendor equipment, as well as End of Product Life
(EOPL) equipment
	 
	 	–	 	Diagnostic Imaging Equipment in the MR, CT and Cath/Vascular modalities will be covered at
the full service level, excluding tubes and image intensifiers. Non-GE equipment in MR, CT
and Cath/Vascular products will be covered at the full service level, including tubes and
image intensifiers, if elected and identified on Schedule A
	 
	 	–	 	All x-ray tubes for GE imaging equipment will be provided under GE’s GlassPro program,
as defined below and provided for in the GlassPro service offering
	 
	 	–	 	Service for peripheral equipment (laser cameras, paxports, injectors) are optionally
included, if indicated on Schedule A
	 
	 	–	 	Labor rates for hourly billed service (HBS) rates will be consistent with the rates charged
under the Lifepoint Choice program; GE Healthcare will have the option to provide all
corrective maintenance for equipment covered under PM only coverage, excluding EOPL
equipment.
	 
	 	–	 	Facilities listed below participating in the Alternate Imaging Program may transition to the
Choice Program at any time during the term of this Agreement with appropriate notice to GE
	 
	 	–	 	Expenses for CT equipment will be capped as indicated on Schedule A.





GE Proprietary and Confidential




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The following facilities currently participating in the Alternate Imaging Program will
continue to do so under the Agreement, and under the revised terms as outlined in this addendum




	 	 	 	 	 	 	 	 	 
	 

	 	-
	 	Coastal Carolina Medical Center `
	 	Hardeeville, South Carolina
	 	 
	 

	 	-
	 	Northeast Nevada Medical Center
	 	Elko, NV	 	 
	 

	 	-
	 	Colorado River Medical Center
	 	Needles, CA	 	 
	 

	 	-
	 	Los Alamos Medical Center
	 	Los Alamos, NM	 	 
	 

	 	-
	 	Parkview Regional Hospital
	 	Mexia, TX	 	 





The following facilities will commence participation in the Alternate Imaging Program effective
July 1, 2007:




	 	 	 	 	 	 	 	 	 
	 

	 	-
	 	Teche Regional Medical Center
	 	Morgan City, LA	 	 
	 

	 	-
	 	Doctors Hospital
	 	Opelousas, LA	 	 
	 

	 	-
	 	Opelousas PET/CT Imaging Center
	 	Opelousas, LA	 	 
	 

	 	-
	 	Minden Medical Center
	 	Minden, LA	 	 
	 

	 	-
	 	Bolivar Medical Center
	 	Cleveland, MS
	 	 
	 

	 	-
	 	Acadian Medical Center
	 	Eunice, LA	 	 
	 

	 	-
	 	Wythe County Community Hospital
	 	Wytheville, VA	 	 
	 

	 	-
	 	Martinsville Medical Center
	 	Martinsville, VA (CT, MR and Cath only)	 	 
	 

	 	-
	 	Memorial Medical Center
	 	Las Cruces, NM (effective January 1st, 2008)	 	 





All facilities currently participating in the Lifepoint Choice program will continue to do so under
the Agreement and under the revised terms as outlined in this addendum.



GLASSPRO TUBE PRICING



A new section is added with the heading above and the following text:





Glasspro tube pricing is revised as follows for the systems listed below:



	 	 	 	 	 	 	 	 	 
	 	 	Current Tube	 	Revised Tube
	System Type	 	Pricing	 	Pricing
	HiSpeed CT/I w/Performix Tube 630
	 	$	75,000	 	 	$	65,000	 
	HiSpeed QX/I w/Performix ADV
	 	$	75,000	 	 	$	65,000	 
	HiSpeed QX/I w/Performix Ultra
	 	$	75,000	 	 	$	65,000	 
	Lightspeed QX/I w/Performix ADV
	 	$	75,000	 	 	$	65,000	 
	All Lightspeeds w/Performix Ultra
	 	$	90,000	 	 	$	65,000	 
	Lightspeed RT w/ Performix Pro
	 	$	100,000	 	 	$	75,000	 
	Lightspeed Pro 16, VCT w/Performix Pro
	 	$	100,000	 	 	$	75,000	 
	Discovery LS, ST w/ Performix Tube
	 	$	90,000	 	 	$	65,000	 






ACCESSORIES AND CONSUMABLE INSTALLATION LABOR




A new section is added with the heading above and the following text:





For biomedical equipment covered under full service for the facilities listed in Schedule
B, all accessories and consumables will be installed during contract hours without any
additional charge.



GE Proprietary and Confidential




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NON-CONTRACT WORK




A new section is added with the heading above and the following text:





GE Healthcare will use actual billing for all non-contract labor for imaging and biomedical
equipment being performed by GE Healthcare. GE Healthcare will not use any minimum billing
provisions for such work.



MR PRICING




A new section is added with the heading above and the following text:





At all hospitals listed on Schedule A, annual full service pricing for MR systems is revised
as outlined in the attached Schedule A and will be maintained throughout the term of this
revised Agreement at 1% above the HPG Standard Incentive Program (SIP) pricing for MR.
Should GE Healthcare reduce pricing for the HPG Standard Incentive Program, GE Healthcare
will make the appropriate changes to pricing under this Agreement within 30 days of the
effective date of the change.



CT PRICING/CT CAP




A new section is added with the heading above and the following text:





The annual full service CT pricing (excluding tubes) and CT system cap is revised as
outlined in the attached Schedule A. Specifically, standard CT pricing for multi-slice
systems is summarized below:



	 	 	 	 	 	 	 	 	 
	System Type	 	System Pricing	 	System CAP
	4 Slice CTs
	 	$	46,585	 	 	$	91,000	 
	8 Slice CTs
	 	$	61,215	 	 	$	112,000	 
	16 Slice CTs (Excl 16 Pro)
	 	$	64,295	 	 	$	116,000	 
	16 Pro and 64 Slice VCTs
	 	$	70,000	 	 	$	130,000	 






SEPARATE CAP OF SERVICE EXPENSES — CT




A new section is added with the heading above and the following text:





A separate CAP for CT expenses will be maintained and will be applicable for all GE
CT systems covered under both the Lifepoint Choice Program and the Alternate Imaging
Program. The CAP for service expenses for all other equipment covered under the
Lifepoint Choice program will otherwise remain unchanged.



COVERAGE LEVEL REVIEW — BIOMEDICAL EQUIPMENT




A new section is added with the heading above and the following text:





For hospitals listed on Schedule B, GE will complete a comprehensive coverage level
review within the first 90 days of the effective date of the revised Agreement. GE



GE Proprietary and Confidential




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COVERAGE LEVEL — PORTABLE X-RAY EQUIPMENT




A new section is added with the heading above and the following text:




For all hospitals listed on Schedule A and included in the Choice program, portable X-Ray
equipment included in this Agreement is revised to provide for full service without tube
coverage. Tubes will be provided under GE’s GlassPro pricing.



HBS RATES AT MEMORIAL MEDICAL CENTER — LAS CRUCES




A new section is added with the heading above and the following text:




The HBS rates applicable to this Agreement will be utilized for all applicable
hourly-billed service activity for diagnostic imaging equipment at Memorial Medical
Center in Las Cruces, NM for as long as the hospital remains owned or managed by a
LifePoint affiliate.



HBS RATES AT NEWLY ACQUIRED LIFEPOINT FACILITIES




A new section is added with the heading above and the following text:




The GlassPro tube replacement rates and HBS rates applicable to diagnostic imaging
equipment provided for in thisAgreement will be utilized for all applicable hourly-billed
service activity for diagnostic imaging equipment at newly acquired Lifepoint facilities.



END OF LIFE EQUIPMENT




A new section is added with the heading above and the following text:




On a semi-annual basis, both parties agree to review the imaging equipment covered
under this Agreement for End of Life (EOL) announcements made by the Original Equipment
Manufacturer (OEM) that either party is aware of. PM only pricing options, where
appropriate, will be provided at that time. Lifepoint will have the option to retire the
subject equipment or convert to PM only coverage. Lifepoint will also have the option to
remain at the existing coverage level, if acceptable to GE Healthcare. Any changes in
contract coverage will be effective no earlier than the effective date of the EOL
announcement.



INVOICING/ CENTRAL BILLING




A new section is added with the heading above and the following text:




Invoicing for services rendered for all facilities participating in the Alternate Imaging
Program will be provided to Lifepoint Corporate.



TERMINATION FOR FINAL YEAR




GE Proprietary and Confidential




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Invoicing for services rendered for all facilities participating in the Alternate
Imaging Program will be provided to Lifepoint Corporate.



TERMINATION FOR FINAL YEAR



A new section is added with the heading above and the following text:





At least ninety (90) days prior to July 1st, 2011, you may provide GE Healthcare
with written notice to terminate the final year of this Agreement. Upon termination, neither
party will have any further obligations under the Agreement except for (i) payment
obligations arising prior to the termination date and (ii) as described in the
Confidentiality section.


An authorized representative of each party has executed this Addendum, which shall be effective on
the same date as the Agreement.




	 	 	 	 	 	 	 	 	 
	GE HEALTHCARE	 	 	 	LIFEPOINT HOSPITAL HOLDINGS, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas G Cooper
	 	 	 	By:
	 	/s/ William Gracey
	 

	 	 
	 	 	 	 	 	 
	Name: Thomas G Cooper	 	 	 	Name: William Gracey
	Title: Nat’l Svc Sales	 	 	 	Title: President
	Date: 6/21/2007	 	 	 	Date: 6-25-07






GE Proprietary and Confidential




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SCHEDULE B — LIST OF LIFEPOINT HOSPITALS PARTICIPATING IN GE BIOMED PROGRAM




	 	 	 	 	 
	Facility	 	City	 	ST
	Andalusia Regional Hospital

	 	Andalusia
	 	AL
	Lakeland Community Hospital

	 	Haleyville
	 	AL
	Northwest Medical Center

	 	Winfield
	 	AL
	Russellville Hospital

	 	Russellville
	 	AL
	Vaughan Regional Medical Center

	 	Selma
	 	AL
	Havasu Regional Medical Center

	 	Lake Havasu
	 	AZ
	Valley View Medical Center

	 	Mohave
	 	AZ
	Colorado River Medical Center

	 	Needles
	 	CA
	Putnam Community Medical Center

	 	Palatka
	 	FL
	Western Plains Medical Center

	 	Dodge City
	 	KS
	Bluegrass Community Hospital

	 	Versailles
	 	KY
	Bourbon Community Hospital

	 	Paris
	 	KY
	Georgetown Community Hospital

	 	Georgetown
	 	KY
	Jackson Purchase Medical Center

	 	Mayfield
	 	KY
	Lake Cumberland Regional Hospital

	 	Somerset
	 	KY
	Logan Memorial Hospital

	 	Russellville
	 	KY
	Meadowview Regional Medical Center

	 	 Maysville
	 	KY
	Spring View Hospital

	 	Lebanon
	 	KY
	River Parishes Hospital

	 	Laplace
	 	LA
	Ville Platte Medical Center

	 	Ville Platte
	 	LA
	Athens Medical Center

	 	Athens
	 	TN
	Crockett Hospital

	 	Lawrenceburg
	 	TN
	Emerald Hodgson Hospital

	 	Sewanee
	 	TN
	Hillside Hospital

	 	Pulaski
	 	TN
	Livingston Hospital

	 	Livingston
	 	TN
	Southern TN Medical Center

	 	Winchester
	 	TN
	Ashley Valley Medical Center

	 	Vernal
	 	UT
	Castleview Hospital

	 	Price
	 	UT
	Clinch Valley Medical Center

	 	Richlands
	 	VA
	Logan Regional Medical Center

	 	Logan
	 	WV
	Raleigh General Hospital

	 	Beckley
	 	WV
	Lander Valley Medical Center

	 	Lander
	 	WY
	Riverton Memorial Hospital

	 	Riverton
	 	WY






GE Proprietary and Confidential





6









 








Agency Authorization
 Agreement



GE
Healthcare


AGENCY AUTHORIZATION AGREEMENT FOR SERVICE ON NON-GE EQUIPMENT


Customer named below hereby designates GE Healthcare as its duly authorized agent to act on
Customer’s behalf to conduct the following business matters:





	w 	 	Negotiate and enter into service agreements for the equipment specified in the attached proposal
or contract.






	w 	 	Obtain service support, parts, parts pricing, technical information (including
manuals, software, etc.), service histories, and time and material cost for the
equipment specified in the attached proposal or contract.






	w 	 	Obtain or develop and negotiate and enter into training agreements for the equipment covered by
the attached proposal or contract.




This agency authorization is effective as of the date shown below and continues in force until
6/30/2012, unless earlier revoked in writing by an authorized representative of Customer.




CUSTOMER INFORMATION





	 	 	 	 
	Name:	 	  Lifepoint Hospital Holdings, Inc.	 
	 	 	(Facility Name) 	 
	 





	 	 	 	 
	By:	 	William Gracey 	 
	 	 	(Printed Authorized Name)	 
	 






	 	 	 	 
	Signature:	 	William Gracey 	 
	 	 	 (Authorized Signature)	 
	 





	 	 	 	 
	Title:	 	President	 
	 	 	(Typed or Printed)	 
	 
	Date:	 	6-25-07	 








	 	 	 	 	 	 	 
	

	 	GE Company Proprietary and Confidential
	 	Serv103106
	 	General Electric Company