EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
DATED AS OF AUGUST 10, 2005
BETWEEN
LIFEPOINT HOSPITALS, INC.
AND
CITIGROUP GLOBAL MARKETS INC.,
AS REPRESENTATIVE OF THE INITIAL PURCHASERS
REGISTRATION RIGHTS AGREEMENT dated as of August 10, 2005 between LifePoint
Hospitals, Inc., a Delaware corporation (the "COMPANY"), and Citigroup Capital
Markets, Inc., as representative of the several initial purchasers listed on
Schedule I (the "INITIAL PURCHASERS") to be named in the Purchase Agreement
dated August 10, 2005 (the "PURCHASE AGREEMENT") with the Company. In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.
The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Securities (as defined herein),
which are convertible in certain circumstances into Underlying Common Stock (as
defined herein), and the beneficial owners from time to time of the Underlying
Common Stock issued upon conversion of the Securities (each of the foregoing a
"HOLDER" and together the "HOLDERS"), as follows:
SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:
"ADDITIONAL INTEREST" has the meaning set forth in Section 2(e) hereof.
"AFFILIATE" means with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.
"AMENDMENT EFFECTIVENESS DEADLINE" has the meaning set forth in Section
2(d) hereof.
"BUSINESS DAY" means any day, except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close.
"COMMON STOCK" means the shares of common stock, $0.01 par value per share,
of the Company, and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.
"CONVERSION PRICE" has the meaning assigned to such term in the Indenture.
"DAMAGES PAYMENT DATE" means each February 15 and August 15.
"DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.
"DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.
"EFFECTIVENESS DEADLINE" has the meaning set forth in Section 2(a)hereof.
"EFFECTIVENESS PERIOD" means the period commencing on the first date that a
Shelf Registration Statement is declared effective under the Securities Act
hereof and ending on the earlier of (i) the date that all Securities and the
Underlying Common Stock have ceased to be Registrable Securities and (ii) the
date that is two years after the Issue Date.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.
"FILING DEADLINE" has the meaning set forth in Section 2(a) hereof.
"HOLDER" has the meaning set forth in the second paragraph of this
Agreement.
"INDENTURE" means the Indenture dated as of August 10, 2005 between the
Company and Citibank, N.A., as trustee, pursuant to which the Securities are
being issued.
"INITIAL PURCHASERS" has the meaning set forth in the preamble hereof.
"ISSUE DATE" means the first date of original issuance of the Securities.
"MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.
"NOTICE AND QUESTIONNAIRE" means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated August 4, 2005 relating to the Securities.
"NOTICE HOLDER" means, on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.
"PROSPECTUS" means a prospectus relating to a Shelf Registration Statement,
as amended or supplemented, and all materials incorporated by reference in such
Prospectus.
"PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.
"RECORD HOLDER" means with respect to any Damages Payment Date relating to
any Securities as to which any Additional Interest has accrued, the registered
holder of such Security on the February 1 or August 1 immediately preceding the
Damages Payment Date.
2
"REGISTRABLE SECURITIES" means the Securities until such Securities have
been converted into or exchanged for the Underlying Common Stock and, at all
times subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) or any successor or
similar provision then in effect, (iii) its sale to the public pursuant to Rule
144 (or any successor or similar provision then in effect, but not Rule 144A)
under the Securities Act, or (iv) such Securities shall have ceased to be
outstanding.
"REGISTRATION DEFAULT" has the meaning set forth in Section 2(e) hereof.
"REGISTRATION DEFAULT PERIOD" has the meaning set forth in Section 2(e)
hereof.
"RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.
"RULE 144A" means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.
"SEC" means the Securities and Exchange Commission.
"SECURITIES" means the 3.25% Convertible Senior Subordinated Debentures Due
2025 of the Company to be purchased pursuant to the Purchase Agreement,
including any Securities purchased by the Initial Purchasers upon exercise of
their option to purchase additional Securities.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.
"SHELF REGISTRATION STATEMENT" has the meaning set forth in Section 2(a)
hereof, including amendments to such registration statement, all exhibits and
all materials incorporated by reference in such registration statement.
"SPECIAL COUNSEL" means ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ or one such other successor
counsel as shall be specified by the Holders of a majority of the Registrable
Securities, but that may, with the written consent of the Initial Purchasers
(which shall not be unreasonably withheld), be another nationally recognized law
firm experienced in securities law matters designated by the Company. For
purposes of determining Holders of a majority of the Registrable Securities in
this definition, Holders of each $1,000 principal amount of Securities
3
shall be deemed to be the Holders of the number of shares of Underlying Common
Stock equal to the Conversion Rate (as defined in the Indenture) as of the date
the consent is requested.
"TRUSTEE" means Citibank, N.A., the Trustee under the Indenture.
"UNDERLYING COMMON STOCK" means the Common Stock into which the Securities
are convertible or issued upon any such conversion.
SECTION 2. Shelf Registration. (a) The Company shall use commercially
reasonable efforts to prepare and file or cause to be prepared and filed with
the SEC, as soon as practicable but in any event by the date (the "FILING
DEADLINE") 120 days after the Issue Date, a registration statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act registering the resale of the Registrable Securities from time to
time by Holders (a "SHELF REGISTRATION STATEMENT"). The Shelf Registration
Statement shall be on Form S-3 or another appropriate form determined by the
Company permitting registration of the Registrable Securities for resale by the
Holders in accordance with the methods of distribution elected by the Holders
and set forth in the Shelf Registration Statement. The Company shall use its
commercially reasonable efforts to cause a Shelf Registration Statement to be
declared effective under the Securities Act by the date (the "EFFECTIVENESS
DEADLINE") that is 210 days after the Issue Date, and to keep a Shelf
Registration Statement continuously effective under the Securities Act until the
expiration of the Effectiveness Period. To the extent permitted by applicable
law and the interpretations of the staff of the SEC, the Shelf Registration
Statement may be terminated with respect to the Registrable Securities on the
date the Effectiveness Period expires. The Company shall mail a notice to all
Holders upon each of the filing and effectiveness of the Shelf Registration
Statement and in each case issuing a press release. Each Holder that became a
Notice Holder on or prior to the date ten Business Days prior to the initial
Shelf Registration Statement is declared effective shall be named as a selling
securityholder in the initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver the Prospectus
to purchasers of Registrable Securities in accordance with applicable law.
(b) If a Shelf Registration Statement covering resales of the Registrable
Securities ceases to be effective due to any stop order or suspension of
effectiveness by the SEC at any time during the Effectiveness Period, the
Company shall use its commercially reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall promptly amend the Shelf Registration Statement in a manner reasonably
expected to obtain the withdrawal of the order suspending the effectiveness
thereof.
(c) The Company shall amend and supplement the Prospectus and amend the
Shelf Registration Statement if required by the rules, regulations or
4
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act, or any other documents necessary to name a
Notice Holder as a selling securityholder pursuant to Section 2(d) below.
(d) Each Holder may sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus only in accordance with this
Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
shall deliver a Notice and Questionnaire to the Company at least three Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. Each Holder who elects to sell Registrable
Securities pursuant to the Shelf Registration Statement shall agree that, by
submitting a Notice and Questionnaire to the Company, it will be bound by the
terms and conditions of the Notice and Questionnaire and this Agreement. From
and after the date the initial Shelf Registration Statement is declared
effective, the Company shall within the later of (x) thirty Business Days after
the date a Notice and Questionnaire is delivered or (y) thirty Business Days
after the expiration of any Deferral Period in effect when the Notice and
Questionnaire is delivered or put into effect within thirty Business Days of
such delivery date:
(i) (a) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare
and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated
therein by reference or file a new Shelf Registration Statement or any
other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in a Shelf Registration
Statement and the related Prospectus in such a manner as to permit such
Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, (b) if the Company shall
file a post-effective amendment to a Shelf Registration Statement or shall
file a new Shelf Registration Statement, the Company shall use its
commercially reasonable efforts to cause such post-effective amendment or
new Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date
(the "AMENDMENT EFFECTIVENESS DEADLINE") that is 90 days after the date
such post-effective amendment or new Shelf Registration Statement is
required by this clause to be filed;
(ii) provide such Holder copies of any documents filed pursuant to
Section 2(d)(i); and
(iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any new Shelf Registration
Statement or post-effective amendment filed pursuant to Section 2(d)(i);
5
provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall promptly following receipt of such notice so inform
the Holder delivering such notice; provided further the Company shall not be
obligated to file more than one post-effective amendment to the Shelf
Registration Statement pursuant to clause (i) above in any 90 day period.
Notwithstanding anything contained herein to the contrary, (i) the Company shall
be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Shelf Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline shall be extended by up to thirty
Business Days from the expiration of a Deferral Period if such Deferral Period
shall be in effect on the Amendment Effectiveness Deadline.
(e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if:
(i) a Shelf Registration Statement has not been filed on or prior to
the Filing Deadline,
(ii) a Shelf Registration Statement has not been declared effective
under the Securities Act on or prior to the Effectiveness Deadline,
(iii) the Company has failed to perform its obligations set forth in
Section 2(d)(i)(a) within the time period required therein,
(iv) a new Shelf Registration Statement or a post-effective amendment
to a Shelf Registration Statement filed pursuant to Section 2(d)(i)(b) has
not become effective under the Securities Act on or prior to the Amendment
Effectiveness Deadline, or
(v) for any reason, the Shelf Registration Statement ceases to be
effective (without being immediately suceeded by an additional registration
statement that is filed and has become effective) or useable for the offer
and sale of Registrable Securities for a period of time (including any
Deferral Periods pursuant to Section Section 3(h)) that exceeds an
aggregate of 60 days in any 90 day period or an aggregate of 120 days in
any 12 month period,
Each event described in any of the foregoing clauses (i) through (v) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:
6
Type of
Registration
Default by
Clause Beginning Date Ending Date
------------ -------------- -----------
(i) Filing Deadline the date a Shelf Registration
Statement is filed
(ii) Effectiveness Deadline the date a Shelf Registration
Statement becomes effective
under the Securities Act
(iii) the date by which the Company the date the Company performs
is required to perform its its obligations set forth in
obligations under Section Section 2(d)(i)
2(d)(i)
(iv) the Amendment Effectiveness the date the applicable
Deadline (if applicable) post-effective amendment to a
Shelf Registration Statement or
a new Shelf Registration
Statement becomes effective
under the Securities Act
(v) the date on which the Shelf the date the Shelf Registration
Registration Statement is not Statement is effective or
effective or useable in excess useable for the offer and sale
of the number of days set of Registrable Securities
forth in clause (v) above
For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.
Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "REGISTRATION
DEFAULT PERIOD"), the Company shall pay to Record Holders of Registrable
Securities in respect of each day in the Registration Default Period, Additional
Interest in respect of any Security then outstanding, at a rate per annum equal
to 0.25% for the first 90-day period after a Registration Default and 0.50%
thereafter of the aggregate principal amount of such Security (the "ADDITIONAL
INTEREST"), as the case may be; provided that in the case of a Registration
Default Period that is in effect solely as a result of a Registration Default of
the type described in clause (iii) or (iv) of the preceding paragraph, such
Additional Interest, as applicable, shall be paid only to the Holders (as set
forth in the succeeding paragraph) that have delivered Notices and
Questionnaires. Notwithstanding the foregoing, no
7
Additional Interest shall accrue as to any Registrable Security from and after
the earlier of (x) the date such security is no longer a Registrable Security
and (y) expiration of the Effectiveness Period. The rate of accrual of the
Additional Interest, with respect to any period shall not exceed the rate
provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Registration Defaults.
Additional Interest will be computed on the basis of a 360-day year
composed of twelve 30-day months. Additional Interest shall accrue from the
first day of the applicable Registration Default Period and shall be payable on
each Damages Payment Date during the Registration Default Period (and on the
Damages Payment Date next succeeding the end of the Registration Default Period
if the Registration Default Period does not end on a Damages Payment Date) to
the Record Holders of the Registrable Securities entitled thereto; provided that
any Additional Interest accrued with respect to any Security or portion thereof
redeemed by the Company on a redemption date, purchased by the Company on a
repurchase date or converted into Underlying Common Stock on a conversion date
prior to the Damages Payment Date, shall, in any such event, be paid instead to
the Holder who submitted such Security or portion thereof for redemption,
purchase or conversion on the applicable redemption date, repurchase date or
conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion), unless the redemption date or the
repurchase date, as the case may be, falls after February 1 or August 1 and on
or prior to the corresponding Damages Payment Date; and provided further, that,
in the case of a Registration Default of the type described in clause (iii) or
(iv) of the first paragraph of this Section 2(e) such Additional Interest shall
be paid only to the Holders entitled thereto by check mailed to the address set
forth in the Notice and Questionnaire delivered by such Holder. In no event
shall the Company pay Additional Interest, and Additional Interest shall not
accrue on any Debenture after it has been converted into cash and if applicable,
Underlying Common Stock. The Trustee shall be entitled, on behalf of registered
holders of Securities, to seek any available remedy for the enforcement of this
Agreement, including for the payment of such Additional Interest.
Notwithstanding the foregoing, the parties agree that the sole damages payable
for a violation of the terms of this Agreement with respect to which Additional
Interest are expressly provided shall be such Additional Interest. Nothing shall
preclude any Holder from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.
All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).
The parties hereto agree that the Additional Interest provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred
8
by Holders of Registrable Securities by reason of the failure of a Shelf
Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.
SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:
(a) Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial
Purchasers and the Special Counsel of such offering, if any, copies of any such
Shelf Registration Statement, Prospectus or any amendment thereto, and upon
request, any such supplements, proposed to be filed at least three Business Days
prior to the filing of such Shelf Registration Statement or amendment thereto or
Prospectus or supplement thereto.
(b) Subject to Section 3(h) prepare and file with the SEC such amendments
and post-effective amendments to each Shelf Registration Statement as may be
necessary to keep such Shelf Registration Statement continuously effective
during the Effectiveness Period; cause the related Prospectus to be supplemented
by any required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its commercially reasonable efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Shelf Registration Statement
during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Shelf Registration
Statement as so amended or such Prospectus as so supplemented.
(c) As promptly as practicable notify the Notice Holders, the Initial
Purchasers and the Special Counsel (and if requested, confirm such notification
in writing promptly), (i) when any Prospectus, prospectus supplement, Shelf
Registration Statement or post-effective amendment to a Shelf Registration
Statement has been filed with the SEC and, with respect to a Shelf Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any Shelf
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Shelf
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of, but not the nature of or details concerning, a Material Event (as
defined in Section 3(h)) and (vi) of the determination by the
9
Company that a post-effective amendment to a Shelf Registration Statement will
be filed with the SEC, which notice may, at the discretion of the Company (or as
required pursuant to Section 3(h)) state that it constitutes a Deferral Notice,
in which event the provisions of Section 3(h) shall apply.
(d) Use its commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Shelf Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment,
and provide prompt notice to each Notice Holder and the Initial Purchasers of
the withdrawal of any such order.
(e) As promptly as practicable furnish to each Notice Holder, the Special
Counsel and the Initial Purchasers, upon written request and without charge, at
least one conformed copy of each Shelf Registration Statement and any amendment
thereto, including exhibits and all documents incorporated or deemed to be
incorporated therein by reference.
(f) During the Effectiveness Period, deliver to each Notice Holder, the
Special Counsel, if any, and the Initial Purchasers, in connection with any sale
of Registrable Securities pursuant to a Shelf Registration Statement, without
charge, such number of copies of the Prospectus relating to such Registrable
Securities (including each preliminary prospectus) and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.
(g) Prior to any public offering of the Registrable Securities pursuant to
a Shelf Registration Statement, use its commercially reasonable efforts to
register or qualify or cooperate with the Notice Holders and the Special Counsel
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire). The Company shall use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the Shelf Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer
10
in securities in any jurisdiction where it would not otherwise be required to
qualify but for this Agreement or (ii) take any action that would subject it to
general service of process in suits or to taxation in any such jurisdiction
where it is not then so subject.
(h) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of a Shelf Registration Statement or the initiation of proceedings
with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
"MATERIAL EVENT") as a result of which a Shelf Registration Statement shall, in
the judgment of the Company, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development that, in the
reasonable discretion of the Company, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus:
(i) in the case of clause (B) above, as promptly as practicable
prepare and file, if necessary pursuant to applicable law, a post-effective
amendment to such Shelf Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference
into such Shelf Registration Statement and Prospectus so that such Shelf
Registration Statement does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and such
Prospectus does not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, as thereafter delivered to the purchasers
of the Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to a Shelf Registration Statement, use its
commercially reasonable efforts to cause it to be declared effective as
promptly as is practicable, and
(ii) mail notice to the Notice Holders, and the Special Counsel, if
any, that the availability of a Shelf Registration Statement is suspended
(a "DEFERRAL NOTICE") without specifying the reason therefor, other than an
event set forth in clause (A) has occurred.
The Company will use its commercially reasonable efforts to ensure that the use
of the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of clause (B) above, as soon as, in
the sole judgment of the Company, public disclosure of such Material Event would
not be
11
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. Subject in all respects to
its obligation to use its commercially reasonable efforts to ensure that the use
of the Prospectus may be resumed as set forth in the previous sentence, the
Company shall be entitled to exercise its right under this Section 3(h) to
suspend the availability of a Shelf Registration Statement or any Prospectus,
without incurring or accruing any obligation to pay Additional Interest pursuant
to Section 2(e), and any such period during which the availability of the Shelf
Registration Statement and any Prospectus is suspended (the "DEFERRAL PERIOD")
shall, without incurring any obligation to pay Additional Interest pursuant to
Section 2(e), not exceed 60 days; provided that the aggregate duration of any
Deferral Periods shall not exceed 60 days in any 90-day period or 120 days in
any 12 month period.
(i) If requested in writing in connection with a disposition of Registrable
Securities pursuant to a Shelf Registration Statement, make reasonably available
for inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities, any broker-dealers, attorneys and
accountants retained by such Notice Holders, and any attorneys or other agents
retained by a broker-dealer engaged by such Notice Holders, all relevant
financial and other records and pertinent corporate documents and properties of
the Company and its subsidiaries, and cause the appropriate officers, directors
and employees of the Company and its subsidiaries to make reasonably available
for inspection during normal business hours on reasonable notice all relevant
information reasonably requested by such representative for the Notice Holders,
or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar "due diligence"
examinations; provided that such persons shall first agree in writing with the
Company that any non-public information shall be used solely for the purposes of
satisfying "due diligence" obligations under the Securities Act and exercising
rights under this Agreement and shall be kept confidential by such persons,
unless (i) disclosure of such information is required by court or administrative
order or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Shelf Registration Statement or the use of any prospectus referred to in
this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy. The foregoing inspection and
information gathering shall be coordinated by (x) the managing underwriter in
12
connection with any underwritten offering and (y) the Notice Holder or Notice
Holders designated by a majority of the participating Notice Holders in
connection with any non-underwritten offering, together with one counsel unless
otherwise agreed by the managing underwriter and a majority of the participating
Notice Holders.
(j) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
for a 12-month period commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of a Shelf Registration
Statement, which statements shall be made available no later than 45 days after
the end of the 12-month period or 90 days if the 12-month period coincides with
the fiscal year of the Company.
(k) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities sold or to be
sold pursuant to a Shelf Registration Statement, which certificates shall not
bear any restrictive legends, and cause such Registrable Securities to be in
such denominations as are permitted by the Indenture and registered in such
names as such Notice Holder may request in writing at least two Business Days
prior to any sale of such Registrable Securities.
(l) Provide a CUSIP number for all Registrable Securities covered by each
Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee and the transfer agent for the
Common Stock with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.
(m) Reasonably cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.
(n) Upon (i) the filing of the initial Shelf Registration Statement and
(ii) the effectiveness of the initial Shelf Registration Statement, announce the
same, in each case by issuing a press release.
SECTION 4. Holder's Obligations. (a) Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Shelf Registration Statement or to receive
a Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
13
Notice Holder and the distribution of such Registrable Securities as the Company
may from time to time reasonably request. Any sale of any Registrable Securities
by any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Holder
or its plan of distribution necessary to make the statements in such Prospectus,
in the light of the circumstances under which they were made, not misleading.
(b) Each Holder agrees by acquisition of any Registrable Securities that
upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any
Registrable Securities pursuant to any Shelf Registration Statement until such
Notice Holder's receipt of copies of the supplemented or amended Prospectus
provided for in Section 3(h)(i), or until it is advised in writing by the
Company that the Prospectus may be used. Each Holder further agrees not to sell
any Registrable Securities pursuant to the Shelf Registration Statement without
delivering, or causing to be delivered, a Prospectus to the purchaser thereof.
SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Shelf Registration Statement may
designate)), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), (iii) duplication expenses relating to
copies of any Shelf Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with any Shelf Registration Statement, (v) fees and disbursements of
the Trustee and its counsel and of the registrar and transfer agent for the
Common Stock, (vi) Securities Act liability insurance obtained by the Company in
its sole discretion and (vii) the fees and disbursements of Special Counsel. In
addition, the Company shall pay the internal expenses of the Company (including,
without limitation, all salaries and expenses of officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing by the Company of the
Registrable Securities on any securities
14
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay any broker's commission, agency fee or underwriter's
discount or commission in connection with the sale of the Registrable Securities
under a Shelf Registration Statement. Except as expressly provided in clauses
(i)(y) and (vii) above, the Company shall not be responsible for the fees and
expenses of any counsel, accountant or advisor for the sellers of Registrable
Securities.
SECTION 6. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Notice Holder,
each person, if any, who controls any such Notice Holder within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, and
each affiliate of any Notice Holder within the meaning of Rule 405 under the
Securities Act from and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other U.S. federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Shelf Registration Statement or any amendment thereof, any preliminary
prospectus or any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such losses, claims, damages
or liabilities arises out of or is based upon any such untrue statement or
omission or alleged untrue statement or omission or alleged omission based upon
information relating to any Holder furnished to the Company in writing by such
Holder expressly for use therein; provided further that the foregoing indemnity
shall not inure to the benefit of any Holder (or to the benefit of any person
controlling such Holder) from whom the person asserting such losses, claims,
damages or liabilities purchased the Registrable Securities, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Holder to such person, if required by law so to have been delivered at or
prior to the written confirmation of the sale of the Registrable Securities to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities,
unless such failure is the result of noncompliance by the Company with Section
2(c) hereof.
15
(b) Each Holder agrees severally and not jointly to indemnify and hold
harmless the Company and its directors, its officers who sign any Shelf
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, or any other Holder, to the same extent as the foregoing indemnity
from the Company to such Holder, but only with reference to written information
relating to such Holder furnished to the Company in writing by or on behalf of
such Holder specifically for inclusion in such Shelf Registration Statement or
Prospectus or amendment or supplement thereto. This indemnity will be in
addition to any liability that any Holder may otherwise have. In no event shall
the liability of any Holder hereunder be greater in amount than the dollar
amount of the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Shelf Registration Statement giving rise to such
indemnification obligation.
(c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 6(a) or Section 6(b) hereof, such person (the "INDEMNIFIED
PARTY") shall promptly notify the person against whom such indemnity may be
sought (the "INDEMNIFYING PARTY") in writing of the commencement thereof; but
the failure so to notify the indemnifying party (i) will not relieve it from
liability under Section 6(a) or Section 6(b) above unless and to the extent it
did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
Section 6(a) or Section 6(b) above. The indemnifying party shall be entitled to
appoint counsel (including local counsel) of the indemnifying party's choice at
the indemnifying party's expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel, other than local counsel if not appointed by the indemnifying party,
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel (including local counsel) to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action includes both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified
16
party to represent the indemnified party within a reasonable time after notice
of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. It is understood and agreed that the indemnifying party
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all indemnified parties. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all such indemnified parties. Such firm shall be designated
in writing by, in the case of parties indemnified pursuant to Section 6(a), the
Holders of a majority (with Holders of Securities deemed to be the Holders, for
purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Securities are or would be convertible as of the
date on which such designation is made) of the Registrable Securities covered by
the Shelf Registration Statement held by Holders that are indemnified parties
pursuant to Section 6(a) and, in the case of parties indemnified pursuant to
Section 6(b), the Company. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle, compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
(x) includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (y) does not
include any statement as to or any admission of fault, culpability or failure to
act by or on behalf of any indemnified party.
(d) The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise. The Company and the Holders severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending any
loss, claim, damage, liability or action) (collectively, "Losses") to which the
Company and one or more of the Holders may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Holders on the other from the offering of the Registrable
Securities; provided, however, that in no case shall any Holder be responsible
for any amount in excess of the purchase discount or commission applicable to
the Registrable Securities purchased by such Holder hereunder. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Company and the Holders severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Holders on the other in connection
with the statements or omissions that resulted in such Losses, as well as any
other relevant
17
equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting expenses)
received by the Company, and benefits received by the Holders shall be deemed to
be equal to the value of receiving registration rights under this Agreement for
the Registrable Securities. Relative fault shall be determined by reference to,
among other things, whether any untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Holders on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
Company and the Holders agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this Section 6(d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 6,
each person who controls a Holder within the meaning of either the Securities
Act or the Exchange Act shall have the same rights to contribution as such
Holder, and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act and each officer and director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this Section 6(d).
(e) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder, any person controlling any Holder or any affiliate of any Holder or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.
SECTION 7. Information Requirements. The Company covenants that, if at any
time before the end of the Effectiveness Period, the Company is not subject to
the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
18
to register any of its securities (other than the Common Stock) under the
Exchange Act.
SECTION 8. Miscellaneous.
(a) No Conflicting Agreements. The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement, enter into, any
agreement with respect to its securities that conflicts with the rights granted
to the Holders in this Agreement. The Company represents and warrants that the
rights granted to the Holders hereunder do not in any way conflict with the
rights granted to the holders of the Company's securities under any other
agreements.
(b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with Holders of Securities deemed to be the Holders, for purposes of this
Section, of the number of outstanding shares of Underlying Common Stock into
which such Securities are or would be convertible as of the date on which such
consent is requested). Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose securities are being sold pursuant to
a Shelf Registration Statement and that does not directly or indirectly affect
the rights of other Holders may be given by Holders of at least a majority of
the Registrable Securities being sold by such Holders pursuant to such Shelf
Registration Statement; provided that the provisions of this sentence may not be
amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence. Notwithstanding the foregoing sentence, this
Agreement may be amended by written agreement signed by the Company and the
Initial Purchasers, without the consent of the Holders of Registrable
Securities, to cure any ambiguity or to correct or supplement any provision
contained herein that may be defective or inconsistent with any other provision
contained herein, or to make such other provisions in regard to matters or
questions arising under this Agreement that shall not adversely affect the
interests of the Holders of Registrable Securities. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b) whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.
(c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, by telecopier, by courier
or by first-class mail, return receipt requested, and shall be deemed given (i)
when made, if made by hand delivery, (ii) upon confirmation, if made by
19
telecopier, (iii) one Business Day after being deposited with such courier, if
made by overnight courier or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:
(i) if to a Holder, at the most current address given by such Holder
to the Company in a Notice and Questionnaire or any amendment thereto;
(ii) if to the Company, to:
LifePoint Hospitals, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
(iii) if to the Initial Purchasers, to:
Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.
(d) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates
20
solely by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.
(e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Indenture. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities,
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such person shall
be entitled to receive the benefits hereof.
(f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(i) Severability. If any term, provision, covenant or restriction of this
Agreement is held to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction, it being intended that all of the rights and privileges
of the parties shall be enforceable to the fullest extent permitted by law.
(j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the
Purchase Agreement, there are no restrictions, promises, warranties or
21
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement. In no event will such methods of distribution take the
form of an underwritten offering of the Registrable Securities without the prior
agreement of the Company.
(k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for Additional Interest under
Section 2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.
22
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
LIFEPOINT HOSPITALS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Confirmed and accepted as of
the date first above written, for itself and
as representative of the several Initial Purchasers:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
