<PAGE>
                                                                   EXHIBIT 10.16



                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of October 1, 2002 by and among LIFEPOINT HOSPITALS HOLDINGS, INC. (the
"Borrower"); the financial institutions which are now, or in accordance with
SECTION 10.6 of the Credit Agreement (hereinafter described) hereafter, parties
to the Credit Agreement hereto by execution of the signature pages to the Credit
Agreement or otherwise (collectively, the "Lenders" and each individually, a
"Lender"); FLEET NATIONAL BANK, as administrative agent ("Administrative
Agent"), for the Lenders (in such capacity as Administrative Agent, together
with its successors and assigns in such capacity, the "Agent"); CREDIT LYONNAIS
NEW YORK BRANCH and SUNTRUST BANK, as co-documentation agents (in such capacity,
together with their successors and assigns in such capacity, the "Documentation
Agents"); and DEUTSCHE BANK ALEX. BROWN INC. and BANK OF AMERICA, N.A., as
co-syndication agents (in such capacity, together with their successors and
assigns in such capacity, the "Syndication Agents").

                                    RECITALS

         A.       The Borrower, the Lenders, the Agent, the Syndication Agents
and the Documentation Agents are parties to an Amended and Restated Credit
Agreement dated as of June 19, 2001, as amended pursuant to the First Amendment
to Credit Agreement dated as of April 30, 2002 (the "Credit Agreement").
Capitalized terms used herein without definition have the meanings assigned to
them in the Credit Agreement.

         B.       The Borrower has requested that the Credit Agreement be
amended to accommodate certain proposed transactions.

         C.       The Lenders signing below are willing to consent to such
request on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

I.       AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of each of
the conditions set forth herein, the Credit Agreement is hereby amended as
follows:

         A.       DEFINITIONS. Section 1.1 of the Credit Agreement is amended as
follows:

                  1.       By inserting the following new definitions in
         alphabetical order:

                          "Ambulatory Surgery Subsidiaries": together, the
                  Cumberland Ambulatory Surgery Center and the Western Plains
                  Ambulatory Surgery Subsidiary.


<PAGE>

                           "Western Plains Ambulatory Surgery Subsidiary": the
                  proposed Subsidiary of a Subsidiary Guarantor to be named
                  'Western Plains Surgery Center, L.P.' which shall own or lease
                  and operate an ambulatory surgery center in Dodge City, Kansas
                  (and related facilities), adjacent to Western Plains Regional
                  Hospital and such Loan Party's related Investment therein
                  (satisfactory to the Required Lenders) for a 100% interest in
                  such Subsidiary.

                           "Western Plains Buyout": as defined in Section
                  7.8(f).

                  2.       By amending the definitions of "Cumberland Ambulatory
         Surgery Subsidiary" and "Subsidiary Guarantor" to read as follows:

                           "Cumberland Ambulatory Surgery Subsidiary": the
                  proposed Subsidiary of a Subsidiary Guarantor to be named
                  'Cumberland Surgery Center, L.P.' which shall own or lease and
                  operate an ambulatory surgery center in Somerset, KY (and
                  related facilities) adjacent to Lake Cumberland Hospital in
                  accordance with the description thereof set forth in Schedule
                  7.8(e).

                           "Subsidiary Guarantor": each direct and indirect
                  Subsidiary of Borrower, excluding the Ambulatory Surgery
                  Subsidiaries, unless, in either case, such Subsidiary shall
                  become wholly owned by Borrower or any of its wholly owned
                  Subsidiaries. Notwithstanding the foregoing, it is understood
                  and agreed that the Western Plains Ambulatory Surgery
                  Subsidiary is being formed as a wholly owned Subsidiary of the
                  Existing Joint Venture, in anticipation of the issuance of
                  Equity Interests in such Subsidiary to physicians practicing
                  at Western Plains Regional Hospital and shall therefore not
                  initially be deemed a Subsidiary Guarantor. However, if such
                  Ambulatory Surgery Subsidiary shall remain wholly owned as of
                  September 30, 2003 it shall thereafter be deemed to be a
                  Subsidiary Guarantor for all purposes hereof, including
                  without limitation Section 6.11.

         B.       NEW SUBSIDIARIES.Section 6.11 of the Credit Agreement is
amended by deleting clause (iii) thereof (preceding subclause (A)), and
substituting therefor: "(iii) cause such new Subsidiary which is a Subsidiary
Guarantor".

         C.       DISPOSITION OF EQUITY INTERESTS. Section 7.5(e) of the Credit
Agreement is amended to read in its entirety as follows:

                  "(e) provided that no Event of Default exists at the time or
         would result therefrom, the Disposition of up to 49% of the Equity
         Interests in either or both of the Ambulatory Surgery Subsidiaries
         (calculated on a fully diluted basis), provided the Borrower, directly
         or indirectly, still holds no less than 51% of the Equity Interests in
         each such Subsidiary;"

         D.       PERMITTED INVESTMENTS. Section 7.8 of the Credit Agreement is
amended as follows:


                                      -2-
<PAGE>

                  1.       By deleting paragraphs (f) and (h) thereof and
         substituting the following:

                           "(f)     the repurchase of the Equity Interests in
                  the Existing Joint Venture held by Dodge City Outpatient
                  Surgical Facility, Inc. (representing the limited partner's
                  entire 30% interest therein), for an aggregate purchase price
                  not exceeding $27,000,000 (the "Western Plains Buyout") and,
                  as to Borrower and its other Subsidiaries, additional
                  Investments after June 19, 2001 in joint ventures which are
                  Subsidiaries but not Subsidiary Guarantors in an aggregate
                  amount not exceeding $10,000,000;"

                           "(h)     Investments by Borrower or any of its
                  Subsidiaries in Borrower or any Person that, prior to such
                  Investment, is a Subsidiary Guarantor;"

                  2. By deleting the word "and" where it appears after paragraph
         (r) thereof, by adding the following new paragraph (s) and by
         relettering the existing paragraph (s) as paragraph (t):

                           "(s) the proposed Investment in the Western Plains
                  Ambulatory Surgery Subsidiary (which will be formed as a
                  wholly owned Subsidiary of the Existing Joint Venture but will
                  be deemed a Subsidiary Guarantor only under the circumstances
                  described in the definition of such term set forth in Section
                  1.1); and"

         E.       EXISTING JOINT VENTURE TO BE WHOLLY OWNED. The Credit
Agreement is further amended to reflect the Dodge City Buyout, after which the
Existing Joint Venture will be a wholly owned Subsidiary of Borrower, as
follows:

                  1. By deleting from Section 5.14 the phrase "with the
         exception of the Existing Joint Venture (in which Borrower indirectly
         holds the majority interests set forth in Schedule 5.14(b)),".

                  2.       By deleting the last phrase of Section 5.15
         referencing the Existing Joint Venture.

                  3.       By deleting the words "the Existing Joint Venture or
         any other " from Sections 7.2(b) and 7.2(i) (wherever such words
         appear) and substituting therefor the word "any".

                  4.       By the deleting the words "the Existing Joint Venture
         or to any other " from Sections 7.4 and 7.6 (wherever such words
         appear) and substituting therefor the word "any".


                                       -3-
<PAGE>

         F.       NO FURTHER AMENDMENTS. Except as specifically amended hereby,
the text of the Credit Agreement and all other Loan Documents shall remain
unchanged and in full force and effect.

         G.       EFFECTIVE DATE. The foregoing amendments of the Credit
Agreement shall be effective simultaneously with the consummation of the Dodge
City Buy-Out.

II.      REFERENCES IN SECURITY DOCUMENTS; CONFIRMATION OF SECURITY. All
references to the "Credit Agreement" in all Security Documents, and in any other
Loan Documents shall, from and after the date hereof, refer to the Credit
Agreement, as amended by this Amendment, and all obligations of the Loan Parties
under the Loan Documents shall be secured by and be entitled to the benefits of
said Security Documents and such other Loan Documents. All Security Documents
heretofore executed by any of the Loan Parties shall remain in full force and
effect and, by the Borrower's signature hereto and each other Loan Party's
consent hereto, such Security Documents are hereby ratified and affirmed.

III.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower
hereby represents and warrants to, and covenants and agrees with, the Lenders
that:

         A.       The execution and delivery of this Amendment has been duly
authorized by all requisite company action on the part of the Borrower.

         B.       The representations and warranties of each of the Loan Parties
contained in the Credit Agreement and the other Loan Documents are true and
correct in all material respects on and as of the date of this Amendment as
though made at and as of such date. Since the Closing Date, no event or
circumstance has occurred or existed which could reasonably be expected to have
a Material Adverse Effect. As of the date hereof and after giving effect to this
Amendment, no Default has occurred and is continuing.

         C.       No Loan Party is required to obtain any consent, approval or
authorization from, or to file any declaration or statement with, any
governmental instrumentality or other agency or any other person or entity in
connection with or as a condition to the execution, delivery or performance of
this Amendment.

         D.       This Amendment constitutes the legal, valid and binding
obligation of each Loan Party signatory hereto, enforceable against it in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies of
creditors generally or the application of principles of equity, whether in any
action at law or proceeding in equity, and subject to the availability of the
remedy of specific performance or of any other equitable remedy or relief to
enforce any right thereunder.

         E.       The Borrower will satisfy all of the conditions set forth in
SECTION IV.


                                       -4-
<PAGE>

IV.      CONDITIONS. The willingness of the Agent and the Lenders to amend the
Credit Agreement as provided above is subject to the following conditions
precedent and subsequent:

         A.       The Borrower shall have executed and delivered to the Agent
(or shall have caused to be executed and delivered to the Agent by the
appropriate persons) the following:

                  1.       On or before the date hereof:

                           (a)      This Amendment;

                           (b)      The Consent and Confirmation of Security of
                  Parent and the Consent and Confirmation of Security of
                  Subsidiaries attached hereto; and

                           (c)      True and complete copies of any required
                  stockholders' and/or directors' consents and/or resolutions,
                  authorizing the execution and delivery of this Amendment,
                  certified by the Secretary of the Borrower.

                  2.       Such other supporting documents and certificates as
         the Agent or its counsel may reasonably request within the time
         period(s) reasonably designated by the Agent or its counsel.

         B.       All legal matters incident to the transactions hereby
contemplated shall be reasonably satisfactory to the Agent's counsel.

V.       MISCELLANEOUS.

         A.       As provided in the Credit Agreement, the Borrower agrees to
reimburse the Agent upon demand for all reasonable fees and disbursements of
counsel to the Agent incurred in connection with the preparation of this
Amendment.

         B.       This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

         C.       This Amendment may be executed by the parties hereto in
several counterparts hereof and by the different parties hereto on separate
counterparts hereof, all of which counterparts shall together constitute one and
the same agreement. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as an in-hand delivery of an original
executed counterpart hereof.

                    [The next pages are the signature pages.]


                                       -5-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as a sealed instrument by their duly authorized representatives,
all as of the day and year first above written.


                                    LIFEPOINT HOSPITALS HOLDINGS, INC.



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    FLEET NATIONAL BANK,
                                    as Administrative Agent and a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    BANK OF AMERICA, N.A.,
                                    as Co-Syndication Agent and a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    DEUTSCHE BANK SECURITIES INC.,
                                    as Co-Syndication Agent



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    as Co-Documentation Agent and a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                             (signatures continued)

                                              Signature Page to Second Amendment

<PAGE>

                                    SUNTRUST BANK,
                                    as Co-Documentation Agent and a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    CREDIT SUISSE FIRST BOSTON,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    FIRSTAR BANK, N.A.,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                             (signatures continued)

                                              Signature Page to Second Amendment


<PAGE>

                                    NATIONAL CITY BANK OF KENTUCKY,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    MERRILL LYNCH CAPITAL CORPORATION,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------


                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as a Lender



                                    By:
                                       --------------------------------
                                       Name:
                                            ---------------------------
                                       Title:
                                             --------------------------










                                              Signature Page to Second Amendment


<PAGE>

                 CONSENT AND CONFIRMATION OF SECURITY OF PARENT

         The undersigned, LIFEPOINT HOSPITALS, INC., which owns all of the
issued and outstanding equity interests in the Borrower, hereby joins in the
execution of the foregoing Second Amendment to Credit Agreement dated as of
October 1, 2002 (the "Amendment") to which this Consent is attached (1) to
confirm its consent to all of the transactions contemplated by the Amendment,
and (2) to confirm and ratify its Amended and Restated Guarantee Agreement and
Security Agreement entered into as required under such Credit Agreement and
dated as of June 19, 2001 in favor of the Agent and the Lenders which remains in
full force and effect.

                                    LIFEPOINT HOSPITALS, INC.



                                    By:
                                       ------------------------------
                                       Name:
                                            -------------------------
                                       Title:
                                             ------------------------


<PAGE>

              CONSENT AND CONFIRMATION OF SECURITY OF SUBSIDIARIES

         Each of the undersigned Subsidiaries of the Borrower hereby joins in
the execution of the foregoing Second Amendment to Credit Agreement dated as of
October 1, 2002 (the "Amendment") to which this Consent and Confirmation of
Security of Subsidiaries is attached (1) to confirm its consent, to the extent
required, to all of the transactions contemplated by the Amendment, and (2) to
confirm and ratify, as applicable, its Amended and Restated Guarantee and
Security Agreement entered into as required under such Credit Agreement and
dated as of June 19, 2001 with the Agent, on behalf of the Lenders, or its
Guarantee and Pledge Agreement entered into under such Credit Agreement and
dated as of July 30, 2001, each of which remain in full force and effect with
respect to all of the Borrower Obligations and Grantor Obligations (as defined
therein).

                                    AMERICA GROUP OFFICES, LLC
                                    AMERICA MANAGEMENT COMPANIES, LLC
                                    AMG-CROCKETT, LLC
                                    AMG-HILCREST, LLC
                                    AMG-HILLSIDE, LLC
                                    AMG-LIVINGSTON, LLC
                                    AMG-LOGAN, LLC
                                    AMG-SOUTHERN TENNESSEE, LLC
                                    AMG-TRINITY, LLC
                                    ASHLEY VALLEY MEDICAL CENTER, LLC
                                    ASHLEY VALLEY PHYSICIAN PRACTICE, LLC
                                    ATHENS PHYSICIAN PRACTICE, LLC
                                    ATHENS REGIONAL MEDICAL CENTER, LLC
                                    BARROW MEDICAL CENTER, LLC
                                    BARTOW HEALTHCARE PARTNER, INC.
                                    BARTOW HEALTHCARE SYSTEM LTD
                                    BARTOW MEMORIAL LIMITED PARTNER, LLC
                                    BOURBON COMMUNITY HOSPITAL, LLC
                                    BOURBON PHYSICIAN PRACTICE, LLC
                                    BUFFALO TRACE RADIATION ONCOLOGY
                                      ASSOCIATES, LLC
                                    CASTLEVIEW HOSPITAL, LLC
                                    CASTLEVIEW MEDICAL, LLC
                                    CASTLEVIEW PHYSICIAN PRACTICE, LLC
                                    COMMUNITY HOSPITAL OF ANDALUSIA, INC.
                                    COMMUNITY MEDICAL, LLC
                                    CROCKETT HOSPITAL, LLC
                                    CROCKETT PHO, LLC
                                    DODGE CITY HEALTHCARE GROUP, L.P.
                                    DODGE CITY HEALTHCARE PARTNER, INC.


                             (signatures continued)


<PAGE>

                                    GEORGETOWN COMMUNITY HOSPITAL, LLC
                                    GEORGETOWN REHABILITATION, LLC
                                    HALSTEAD HOSPITAL, LLC
                                    HCK LOGAN MEMORIAL, LLC
                                    HDP ANDALUSIA, LLC
                                    HDP GEORGETOWN, LLC
                                    HILLSIDE HOSPITAL, LLC
                                    HST PHYSICIAN PRACTICE, LLC
                                    HTI GEORGETOWN, LLC
                                    HTI PINELAKE, LLC
                                    INTEGRATED PHYSICIAN SERVICES, LLC
                                    KANSAS HEALTHCARE MANAGEMENT
                                      COMPANY, INC.
                                    KANSAS HEALTHCARE MANAGEMENT
                                      SERVICES, LLC
                                    KENTUCKY HOSPITAL, LLC
                                    KENTUCKY MEDSERV, LLC
                                    KENTUCKY MSO, LLC
                                    KENTUCKY PHYSICIANS SERVICES, INC.
                                    LAKE CUMBERLAND REGIONAL HOSPITAL,
                                      LLC
                                    LAKE CUMBERLAND REGIONAL PHYSICIAN
                                      HOSPITAL ORGANIZATION, LLC
                                    LANDER VALLEY MEDICAL CENTER, LLC
                                    LHSC, LLC
                                    LIFEPOINT ASSET MANAGEMENT COMPANY,
                                      INC.
                                    LIFEPOINT CORPORATE SERVICES, GENERAL
                                      PARTNERSHIP
                                    LIFEPOINT CSGP, LLC
                                    LIFEPOINT CSLP, LLC
                                    LIFEPOINT HOLDINGS 2, LLC
                                    LIFEPOINT HOLDINGS 3, INC.
                                    LIFEPOINT OF GAGP, LLC
                                    LIFEPOINT OF GEORGIA, LIMITED
                                      PARTNERSHIP
                                    LIFEPOINT OF KENTUCKY, LLC
                                    LIFEPOINT OF LAKE CUMBERLAND, LLC
                                    LIFEPOINT MEDICAL GROUP-HILLSIDE, INC.
                                    LIFEPOINT RC, INC.
                                    LIVINGSTON REGIONAL HOSPITAL, LLC
                                    LOGAN MEDICAL, LLC


                             (signatures continued)


<PAGE>

                                    LOGAN MEMORIAL HOSPITAL, LLC
                                    LOGAN PHYSICIAN PRACTICE, LLC
                                    MEADOWVIEW PHYSICIAN PRACTICE, LLC
                                    MEADOWVIEW REGIONAL MEDICAL CENTER,
                                      LLC
                                    MEADOWVIEW RIGHTS, LLC
                                    PINELAKE PHYSICIAN PRACTICE, LLC
                                    PINELAKE REGIONAL HOSPITAL, LLC
                                    POITRAS PRACTICE, LLC
                                    PUTNAM COMMUNITY MEDICAL CENTER, LLC
                                    PUTNAM DIAGNOSTIC IMAGING CENTER, LLC
                                    R. KENDALL BROWN PRACTICE, LLC
                                    RIVERTON MEMORIAL HOSPITAL, LLC
                                    RIVERTON PHYSICIAN PRACTICES, LLC
                                    RIVERVIEW MEDICAL CENTER, LLC
                                    SELECT HEALTHCARE, LLC
                                    SILETCHNIK PRACTICE, LLC
                                    SMITH COUNTY MEMORIAL HOSPITAL, LLC
                                    SOMERSET SURGERY PARTNER, LLC
                                    SOUTHERN TENNESSEE EMS, LLC
                                    SOUTHERN TENNESSEE MEDICAL CENTER, LLC
                                    SOUTHERN TENNESSEE PHO, LLC
                                    SPRINGHILL MEDICAL CENTER, LLC
                                    SPRINGHILL MOB, LLC
                                    SPRINGHILL PHYSICIAN PRACTICE LLC
                                    THM PHYSICIAN PRACTICE, LLC
                                    VILLE PLATTE MEDICAL CENTER, LLC
                                    WESTERN PLAINS REGIONAL HOSPITAL, LLC
                                    WOODFORD HOSPITAL, LLC
                                    [Add any subsequent guarantor(s)]



                                    By:
                                       ----------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------
                                    (duly authorized signatory as to all)