<PAGE>
                                                                   EXHIBIT 10.17



                       THIRD AMENDMENT TO CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of December 30, 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 and the Second Amendment to
Credit Agreement dated as of October 1, 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 certain amendments to the Credit
Agreement.

         C.       The Lenders signing below are willing to consent to such
amendments 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:

                           "Copy" or "copy": with respect to the submission of
                  any data, either requested by the Administrative Agent or any
                  Lender or required by this Agreement, (a) a hard copy thereof,
                  (b) an electronic transmission thereof or (c) written or
                  electronic notification referencing an SEC filing containing
                  such


<PAGE>

                  data and posted on the SEC's website (provided that the
                  Administrative Agent shall have received from the Loan Parties
                  hard copy or electronic transmission of such data)."

                           "Exempt Subsidiary": see Section 6.11.

                           "Greenfield": construction of a Medical Facility not
                  constituting an addition to, or extension or modification of,
                  a facility then owned or used by a Loan Party.

                           "Inactive Subsidiary": a direct or indirect
                  Subsidiary of Borrower which is not engaged in any business
                  operations and has no assets or liabilities and in which
                  neither Borrower nor any Subsidiary of Borrower has any
                  Investment (other than a de minimis initial capitalization
                  sufficient for the formation thereof).

                  2.       By inserting the words "or Greenfields" at the end of
         the definition of "Capital Expenditures", immediately prior to the
         period.

                  3.       By deleting the definition of "Consolidated EBITDA"
         and substituting therefor the following:

                           "Consolidated EBITDA": for any period, as to
                  LifePoint Parent and its Subsidiaries, Consolidated Net Income
                  for such period plus, without duplication and to the extent
                  reflected as a charge in the statement of such Consolidated
                  Net Income for such period, the sum of (a) income tax expense,
                  (b) Consolidated Interest Expense, (c) depreciation and
                  amortization expense (including deferred loan cost
                  amortization if a non-cash charge), (d) ESOP expense (if a
                  non-cash charge), (e) non-cash stock compensation expenses and
                  (f) other non-cash charges not to exceed five percent (5%) of
                  the book value Consolidated Total Assets as of the last day of
                  the most recent Reference Period for which the Administrative
                  Agent has received financial statements pursuant to Section
                  6.1(a) or (b), all determined on a consolidated basis in
                  accordance with GAAP.

                  4.       By deleting from the definition of "Consolidated
         Interest Expense" the proviso commencing :"; provided however" and
         ending immediately prior to the period.

                  5.       By deleting clause (b) of the definition of
         "Indebtedness" and substituting therefor the following:

                           "(b)     obligations of such Person for the deferred
                  purchase price of property or services (other than trade
                  payables, including without limitation equipment purchase
                  payables not constituting Capital Lease Obligations, payables
                  to construction contractors, operating lease obligations and
                  physician guarantee payments, all to the extent incurred in
                  the ordinary course of such Person's business)"


                                       -2-
<PAGE>

                  6.       By deleting the definition of "Permitted
         Acquisitions" and substituting therefor the following:

                           "Permitted Acquisition or Greenfield": an Acquisition
                  or Greenfield by Borrower or a Subsidiary Guarantor, subject
                  to the fulfillment of the following conditions:

                  (i)      Either (A) after giving effect to such Acquisition or
                           Greenfield or any series of related Acquisitions
                           and/or Greenfields, the ratio of the Consolidated
                           Total Debt of LifePoint Parent (calculated as of the
                           most recently ended Reference Period) plus the
                           aggregate principal amount of Indebtedness proposed
                           to be incurred or assumed by Borrower or any of its
                           Subsidiaries in connection with such Acquisition or
                           Greenfield, or such series of related Acquisitions
                           and/or Greenfields, to Consolidated EBITDA for the
                           most recently ended Reference Period does not exceed
                           3.00:1.00 or (B) Borrower shall have obtained the
                           prior written approval of the Required Lenders;

                  (ii)     With respect to each Acquisition, Target EBITDA of
                           the Target for its most recently ended fiscal year
                           shall not exceed a negative number greater than 5% of
                           the Consolidated EBITDA (expressed as a negative
                           number) for the most recently ended Reference Period;

                  (iii)    With respect to Acquisitions and Greenfields not
                           approved by the Required Lenders under clause (i)(A)
                           above, if such Acquisition or Greenfield or any
                           series of related Acquisitions and/or Greenfields
                           involves a Total Purchase Price of more than 10% of
                           the Consolidated Total Assets of LifePoint Parent and
                           its Subsidiaries (calculated as of the end of the
                           most recent Reference Period), Borrower shall have
                           provided written notice thereof to the Lenders at
                           least seven (7) days prior to the consummation or
                           commencement thereof, as the case may be;

                  (iv)     If such Acquisition or Greenfield or any series of
                           related Acquisitions and/or Greenfields involves a
                           Total Purchase Price of more than $75,000,000 in the
                           aggregate, then no later than (A) 10 days subsequent
                           to the consummation of each such Acquisition or the
                           commencement of each such Greenfield, as the case may
                           be, Borrower shall have delivered to the
                           Administrative Agent, with sufficient copies for all
                           of the Lenders, (1) if clause (i)(A) is applicable
                           thereto, a certificate of Borrower setting forth the
                           calculations referred to in such clause and
                           certifying compliance with such clause and (2) copies
                           of executed counterparts of the applicable Purchase
                           Agreements and construction agreements, together with
                           exhibits, schedules and, for each Greenfield, a
                           detailed breakdown of construction costs, (B)
                           promptly following a request therefor, copies of such


                                       -3-
<PAGE>

                           other information or documents relating to such
                           Acquisition or Greenfield as the Administrative Agent
                           shall have reasonably requested, and (C) if requested
                           by the Administrative Agent, promptly following the
                           consummation of such Acquisition or the commencement
                           of such Greenfield, certified copies of the
                           agreements, instruments and documents referred to
                           above, to the extent the same have been executed and
                           delivered at the closing under such Purchase
                           Agreement or construction agreement; and

                  (v)      No Default shall have occurred and be continuing or
                           reasonably be expected to result from such
                           Acquisition or Greenfield.

                  7.       By adding the words "or Greenfield" after the word
         "Acquisition" where used in the definition of "Total Purchase Price".

                  8.       By deleting the definition of "Restricted Payment"
         and substituting therefor the following:

                           "Restricted Payment": any distribution or payment of
                  cash or property, or both, directly or indirectly, (a) in
                  respect of any Subordinated Debt or (b) in respect of any
                  Equity Interests in any Loan Party or any direct or indirect
                  Subsidiary of any Loan Party, including without limitation the
                  acquisition, repurchase, retirement or redemption of any such
                  Equity Interests, any sinking fund or similar payments and any
                  dividends, distributions or other payments in respect of such
                  Equity Interests.

                  9.       By deleting the definition of "Subsidiary Guarantor"
         and substituting therefor the following:

                           "Subsidiary Guarantor": each direct and indirect
                  Subsidiary of Borrower, excluding any Exempt Subsidiary or
                  Inactive Subsidiary.

         B.       FINANCIAL REPORTING. Section 6.1 of the Credit Agreement is
amended by deleting the words "together with consolidating financial statements"
and "and other written reports for such Persons" from subparagraph (a) thereof.

         C.       INACTIVE AND EXEMPT SUBSIDIARIES. Section 6.11 of the Credit
Agreement is amended as follows:

                  1.       By adding "(other than an Inactive Subsidiary)" after
         the word "Subsidiary" where it first appears.

                  2.       By deleting clause (iii) thereof (preceding subclause
         (A)) and substituting therefor : "(iii) cause such new Subsidiary (with
         the exception of the Exempt Subsidiaries)".


                                       -4-
<PAGE>

                  3.       By adding the following sentences at the end thereof:

                  "Notwithstanding anything to the contrary set forth in this
                  Section 6.11, Borrower may, from time to time, designate any
                  Subsidiary which is intended to have health professionals as
                  minority shareholders and which is not already a Subsidiary
                  Guarantor (other than Subsidiary Guarantors primarily involved
                  in operating (but not owning) outpatient surgery centers and
                  medical office buildings or Subsidiary Guarantors who are no
                  longer involved in any business activities), as an "Exempt
                  Subsidiary" by written notice to the Administrative Agent, so
                  long as (i) no Default or Event of Default shall have occurred
                  and be continuing after giving effect to such designation,
                  (ii) after giving effect to such designation, as of the date
                  of any such designation, no more than 5% of the Consolidated
                  EBITDA of LifePoint Parent for the most recently ended
                  Reference Period was derived from the Exempt Subsidiaries,
                  (iii) after giving effect to such designation, as of the date
                  of any such designation, the aggregate amount of assets of all
                  Exempt Subsidiaries does not exceed 10% of the Consolidated
                  Total Assets of LifePoint Parent calculated as of the last day
                  of the most recently ended Reference Period, (iv) the Borrower
                  or a Subsidiary Guarantor owns no less than 51% on a fully
                  diluted basis of the Equity Interests of the Exempt
                  Subsidiaries at all times (unless the Disposition of such
                  Exempt Subsidiary is permitted under Section 7.5), and (v) no
                  Exempt Subsidiaries are primarily involved in the business of
                  owning and operating Hospitals. Pursuant to the foregoing, if
                  an existing Subsidiary Guarantor is designated as an Exempt
                  Subsidiary, it shall transfer its tangible personal property
                  (except inventory), real estate and fixtures constituting
                  Collateral, subject only to the Lien in favor of the
                  Administrative Agent on behalf of the Lenders and other
                  existing Permitted Liens hereunder, to a wholly-owned
                  Subsidiary which becomes a party to the Guarantee and Security
                  Agreement on or prior to such transfer and assumes all
                  obligations of such Exempt Subsidiary under any Mortgages, the
                  Guarantee and Security Agreement and other applicable Security
                  Documents with respect to such Collateral. Assuming the
                  designation of an Exempt Subsidiary complies with all of the
                  foregoing, the Administrative Agent agrees to release the
                  Exempt Subsidiary from the Guarantee and Security Agreement
                  and agrees to release the assets remaining in the Exempt
                  Subsidiary, after the aforementioned transfer, from the
                  security interest granted in favor of the Lenders pursuant to
                  the Guarantee and Security Agreement."

         D.       CONSOLIDATED NET WORTH. Section 7.1(c) of the Credit Agreement
is amended to read in its entirety as follows:

                           "(c) Consolidated Net Worth. At all times after the
                  end of the first fiscal quarter to occur after the Closing
                  Date, permit Consolidated Net Worth of LifePoint Parent to be
                  less than the sum of (i) $204,400,000 plus (ii) as of the end
                  of each fiscal quarter to occur after the Closing Date, an
                  amount equal to 50% of Consolidated Net Income (but not less
                  than zero) for such fiscal quarter, such


                                       -5-
<PAGE>

                  increases to be cumulative, plus (iii) an amount equal to 100%
                  of Net Cash Proceeds from any offering of Equity Interests of
                  Borrower or any direct or indirect Subsidiary of Borrower
                  consummated after the Closing Date."

         E.       INDEBTEDNESS. Section 7.2 of the Credit Agreement is amended
as follows:

                  1.       By adding at the end of clause (c) thereof the words:
         "or Borrower".

                  2.       By adding the following language at the end of clause
         (d) thereof: "provided, however, the aggregate amount of all
         Indebtedness owed by Exempt Subsidiaries to Persons other than Borrower
         or any Subsidiary Guarantor shall not exceed $10,000,000 at any time
         outstanding."

                  3.       By deleting subparagraph (g) thereof and substituting
         therefor the following:

                           "(g) Indebtedness of LifePoint Parent (and the
                  related Guarantee Obligations, if any) pursuant to any public
                  offering of Subordinated Debt (including without limitation,
                  any unsecured Subordinated Debt convertible into Equity
                  Interests) occurring after the Closing Date, provided that, on
                  the date such Indebtedness is incurred and after giving effect
                  thereto, (i) no Default or Event of Default shall have
                  occurred and be continuing and (ii) the ratio of Consolidated
                  Total Debt of LifePoint Parent (calculated as of the last day
                  of the most recently ended Reference Period) plus the
                  aggregate principal amount of such Indebtedness to
                  Consolidated EBITDA for such Reference Period does not exceed
                  3.00:1.00 (and Borrower promptly thereafter delivers to the
                  Administrative Agent a certificate of Borrower certifying as
                  to its compliance with the foregoing ratio requirement);"

                  4. By deleting the word "and" where it appears at the end of
         subparagraph (h), inserting the character and word "; and" at the end
         of subparagraph (i) in lieu of the period and adding immediately after
         such subparagraph (i) the following:

                           "(j) Indebtedness of Exempt Subsidiaries to Borrower,
                  any Subsidiary Guarantor and third parties, provided that: (A)
                  on the date of such incurrence of Indebtedness and after
                  giving effect thereto, no Default or Event of Default shall
                  have occurred and be continuing, (B) without limiting the
                  generality of clause (A) above, the incurrence of any such
                  Indebtedness payable to Borrower or any Subsidiary Guarantor
                  shall be in compliance with Section 7.8(v) and (C) the
                  aggregate amount of all such Indebtedness (whether under this
                  clause (j) or otherwise) owed by Exempt Subsidiaries to
                  Persons other than Borrower or a Subsidiary Guarantor shall
                  not exceed $10,000,000 at any time outstanding."

         F.       FUNDAMENTAL CHANGES. Section 7.4 of the Credit Agreement is
amended by deleting the word "and" after clause (a) of the first sentence
thereof and adding at the end of such


                                       -6-
<PAGE>

sentence the following: "and (c) any Exempt Subsidiary may be merged or
consolidated with or into, or may Dispose of any and all of its assets to,
another Exempt Subsidiary.

         G.       DISPOSITION OF PROPERTY; EXEMPT SUBSIDIARIES. Section 7.5 of
the Credit Agreement is amended as follows:

                  1.       By deleting subparagraph (e) thereof and relettering
         the following subparagraphs accordingly.

                  2.       By deleting the last subparagraph thereof and
         substituting therefor the following:

                           "(f) Asset Sales (other than sales and issuances of
                  Equity Interests in Exempt Subsidiaries and sale leasebacks
                  prohibited by Section 7.10) and the sale or issuance of Equity
                  Interests of any Exempt Subsidiary; provided that (i) the same
                  shall be for at least fair market value and for cash, cash
                  equivalents and Investments (to the extent permitted under
                  Section 7.8(r)), except for any sale or issuance of up to 49%
                  of the issued and outstanding Equity Interests in an Exempt
                  Subsidiary, (ii) the aggregate amount of all Asset Sales and
                  sales or issuances of such Equity Interests during any fiscal
                  year shall not exceed an amount equal to 10% of the book value
                  of Consolidated Total Assets of LifePoint Parent (calculated
                  as of the end of the most recent fiscal year for which the
                  Administrative Agent has received audited financial
                  statements), and (iii) no Default or Event of Default shall
                  exist immediately before or after giving effect to such sale."

         H.       RESTRICTED PAYMENTS. Section 7.6 of the Credit Agreement is
amended as follows:

                  1.       By deleting subparagraph (g) and substituting
         therefor the following:

                           (g) Borrower may make distributions to LifePoint
                  Parent in order to permit, and LifePoint Parent may make,
                  regularly scheduled payments (but not prepayments) of interest
                  on Subordinated Debt unless, on the date of any such proposed
                  distribution or payment or after giving effect thereto, a
                  Default or Event of Default shall have occurred and be
                  continuing."

                  2.       By deleting the period at the end of subparagraph (h)
         thereof, adding the character and word "; and" after such subparagraph
         (h) and adding the following subparagraphs (i) and (j) thereafter:

                  "(i)     Any Exempt Subsidiary may (i) declare and pay
         dividends and make distributions in respect of its Equity Interests to
         the Borrower or any Subsidiary Guarantor, (ii) repay Indebtedness owed
         to Borrower or any Subsidiary and (iii) make subordinated intercompany
         loans to Borrower or any Subsidiary; and


                                       -7-
<PAGE>

                  (j) In addition to dividends declared and paid and
         distributions made as permitted under subparagraph (i) above, any
         Exempt Subsidiary may declare or pay pro rata dividends and make pro
         rata distributions to minority holders of its Equity Interests,
         provided that, on the date of any such Restricted Payment and after
         giving effect thereto, (i) the majority shareholder of the Exempt
         Subsidiary shall have received its pro rata share of such dividend and
         distribution, and (ii) the aggregate amount of all such dividends
         declared and paid and distributions made by any Exempt Subsidiary in
         any fiscal year shall not exceed the amount which such Exempt
         Subsidiary is legally required by contract to pay (which amount shall
         not be greater than such minority holders pro rata share of such Exempt
         Subsidiary's net income, cash flow or allocable share of Consolidated
         EBITDA, as applicable, for such fiscal year)."

         I.       CAPITAL EXPENDITURES. Section 7.7 of the Credit Agreement is
amended to read in its entirety as follows:

         "7.7 Capital Expenditures. Make Capital Expenditures in any consecutive
         four quarters, except Capital Expenditures in an amount not to exceed
         15% of consolidated net revenues of LifePoint Parent for the
         immediately preceding consecutive four quarters, determined on a
         consolidated basis in accordance with GAAP."

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

                  1.       By substituting the words "its Subsidiaries" for the
         words "the Subsidiary Guarantors" in the first line of subparagraph (d)
         thereof.

                  2.       By adding the words "and Greenfields" after the words
         "Permitted Acquisitions" in subparagraph (i) thereof.

                  3.       By deleting subparagraph (s) thereof and adding the
         following after subparagraph (r):

                           "(s) Investments directly or indirectly constituting
                  guaranties of physician income, provided that any cash payment
                  by Borrower or any Subsidiary with respect to such Investment
                  is treated as an expense for accounting purposes;

                           (t)      Investments by Exempt Subsidiaries in other
                  Exempt Subsidiaries;

                           (u)      Investments consisting of the purchase of
                  any of the minority Equity Interests of any third party
                  investor in a Subsidiary of Borrower, unless, on the date of
                  any such proposed Investment or after giving effect thereto, a
                  Default or Event of Default shall have occurred and be
                  continuing.;


                                       -8-
<PAGE>

                           (v)      Investments by Borrower or any Subsidiary of
                  Borrower (other than an Exempt Subsidiary) in any Exempt
                  Subsidiary made (A) on the date such Exempt Subsidiary is
                  designated as such in accordance with the provisions of
                  Section 6.11 (and any renewal or replacement of such
                  Investment in an amount no greater than that being renewed or
                  replaced) and (B) after the date of such designation; provided
                  that, on the date such Investment is made and after giving
                  effect thereto, (i) no Default or Event of Default shall have
                  occurred and be continuing, (ii) the aggregate assets of all
                  Exempt Subsidiaries do not exceed 10% of the Consolidated
                  Total Assets of LifePoint Parent (calculated as of the end of
                  the most recent Reference Period for which the Administrative
                  Agent has received financial statements), and (iii) no more
                  than 5% of the Consolidated EBITDA of LifePoint Parent for the
                  most recently ended Reference Period shall have been derived
                  from the Exempt Subsidiaries (calculated as of the end of the
                  most recent Reference Period for which the Administrative
                  Agent has received financial statements);

                           (w)      deposits made by Borrower or any Subsidiary
                  in connection with self-retention or self-insurance of general
                  liability, medical malpractice, professional liability,
                  property or workers' compensation liability which are required
                  by providers of general liability, medical malpractice,
                  professional liability, property or workers' compensation
                  insurance to Borrower or any Subsidiary; and

                           (x)      Investments of a nature not contemplated in
                  the foregoing subsections in an amount not to exceed at any
                  time three percent (3%) of the Consolidated Total Assets of
                  LifePoint Parent at such time, provided that, on the date of
                  any such proposed Investment and after giving effect thereto,
                  no Event of Default shall have occurred and be continuing."

         K.       CERTAIN AGREEMENTS. Section 7.15 of the Credit Agreement is
amended to read in its entirety as follows:

         "7.15 Certain Agreements. Amend or modify the Transition Agreements or
         any documents, if any, evidencing any Subordinated Debt hereafter
         permitted. Amend or modify the Organizational Documents of the Existing
         Joint Venture in a manner adverse to Borrower's direct or indirect
         partnership interest therein. Amend or modify any agreements relating
         to any Exempt Subsidiary to increase the amount of dividends and
         distributions or other Restricted Payments payable to the minority
         shareholders at any time after and during the continuance of a Default
         or an Event of Default."

         L.       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.


                                       -9-
<PAGE>

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 have 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.

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:


                                      -10-
<PAGE>

                           (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.]


                                      -11-
<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 Third 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 Third 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 Third 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 Third Amendment to Credit Agreement dated as of
December 30, 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 Third Amendment to Credit Agreement dated as of
December 30, 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



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