e8vk

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 4, 2003 (March 28, 2003)


Delaware	0-23639	62-1710772
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of		Identification No.)
Incorporation)

105 Westwood Place
Suite 400
Brentwood, Tennessee		37027
(Address of Principal Executive Offices)		(Zip Code)

On March 28, 2003, Province Healthcare Company and its lenders entered into an amendment to its $250 million credit facility. The amendment increases the company’s total debt to EBITDA ¹ coverage ratios for 2003 and 2004, decreases the senior debt to EBITDA ratio for the term of the agreement, slightly increases the pricing on the facility, designates additional collateral and provides for lender pre-consent to the disposition of certain assets. The company also repaid an additional $20 million under the credit facility, bringing its total outstanding senior debt to $114.3 million (excluding letters of credit of approximately $3.6 million) as of March 31, 2003. Province currently maintains approximately $132.1 million in unused capacity under the credit facility to fund its operating strategy over the next three years.


Exhibit Number		Description

10.1		Second Amendment to Credit Agreement and Consent
10.2		Amendment No. 2 to Certain Operative Agreements
99		Press Release issued on March 31, 2003 announcing the amendment

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		PROVINCE HEALTHCARE COMPANY

		By: /s/ Brenda B. Rector

		Brenda B. Rector Vice President and Controller

EX-10.1 3 g81826exv10w1.txt A#2 TO CREDIT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of the 28th day of March, 2003 (this "Amendment"), is made by and between PROVINCE HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as hereinafter defined) that have executed this Amendment (the "Required Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, the "Agent"). BACKGROUND STATEMENT A. The Borrower, certain banks and other financial institutions (the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are parties to a Third Amended and Restated Credit Agreement, dated as of November 13, 2001, as amended by that certain Amendment No. 1 to Certain Operative Agreements, dated as of March 29, 2002 (as amended, the "Credit Agreement"), providing for the availability of a revolving credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. B. The Borrower has requested certain amendments to the Credit Agreement and the consent of the Required Lenders to the disposition of its wholly-owned Subsidiary, Brim Healthcare, Inc., and the disposition of eleven medical office buildings, four of which currently secure the Borrower's End Loaded Lease Facility. C. The Required Lenders have agreed to such amendments and consented to such dispositions on the terms and subject to the conditions set forth herein. STATEMENT OF AGREEMENT The parties hereto agree as follows: ARTICLE I AMENDMENTS 1.1 Defined Terms. Section 1.1 of the Credit Agreement is hereby amended by deleting the definitions "After-Acquired Pledgor", "Applicable Margin", "Collateral" and "Mortgages" and adding the following defined terms in proper alphabetical order: "After-Acquired Pledgor" shall mean each Subsidiary that is or becomes a party to the Pledge Agreement but is not party to the Security Agreement. "Applicable Margin" shall mean, at any time from and after the Second Amendment Effective Date, the applicable percentage (a) to be added to the Base Rate pursuant to SECTION 2.6 for purposes of determining the Alternate Base Rate, and (b) to be added to the LIBOR Rate pursuant to SECTION 2.6 for purposes of determining the Adjusted LIBOR Rate, as determined under the following matrix with reference to the ratio of Consolidated Debt to Consolidated EBITDA calculated as provided below:

From the Second Amendment Effective Date until the fifth (5th) Business Day after receipt by the Agent of the financial statements for the fiscal quarter ending March 31, 2003 pursuant to SECTION 5.1(B) (together with a Compliance Certificate), the Applicable Margin shall be 3.00% for LIBOR Loans and 1.75% for ABR Loans. Subject to the preceding sentence, the Applicable Margins shall be reset from time to time in accordance with the above matrix effective on the fifth (5th) Business Day after receipt by the Agent in accordance with SECTIONS 5.1(A) or (B) of financial statements together with a Compliance Certificate attaching an Interest Rate Calculation Worksheet (reflecting the computation of the ratio of Consolidated Debt to Consolidated EBITDA as of the last day of the preceding fiscal quarter or fiscal year, as appropriate) that provides for different Applicable Margins than those then in effect; provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, if at any time the Borrower shall have failed to deliver the financial statements and a Compliance Certificate as required by SECTION 5.1(A) or SECTION 5.1(B), as the case may be, and SECTION 5.1(D), then at the election of the Required Lenders, at all times from and including the date on which such statements and Compliance Certificate are required to have been delivered to the date on which the same shall have been delivered, each Applicable Margin shall be determined in accordance with the above matrix as if the ratio of Consolidated Debt to Consolidated EBITDA were greater than or equal to 3.5 to 1.0 (notwithstanding such actual ratio). For all periods prior to the Second Amendment Effective Date, the "Applicable Margin" shall have the meaning given to such term in the Credit Agreement before giving effect to the Second Amendment to Credit Agreement and Consent, dated as of March 28, 2003, by and between the Borrower, the Required Lenders and the Agent." "Collateral" shall mean all the assets, property and interests in property of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, that shall, from time to time, be pledged or be purported to be pledged as direct or indirect security for the Credit Obligations or 2 the Guaranty Obligations pursuant to any one or more Security Documents; provided, that except for Realty subject to the Mortgages, "Collateral" shall not include Realty acquired after March 30, 1998 by the Borrower or any of its Subsidiaries (other than Havasu Regional Medical Center, Palestine Regional Medical Center (formerly known as Trinity Valley Medical Center), Memorial Hospital of Martinsville and Henry County, Los Alamos Medical Center, Doctors' Hospital of Opelousas, Minden Medical Center and Bolivar Medical Center). "Mortgages" shall mean all fee and leasehold mortgages, deeds of trust and similar instruments pursuant to which the Borrower or any Guarantor grants to the Agent, for the benefit of the Lenders and the "Lenders" and "Holders" (each as defined in the Operative Agreements), a mortgage lien, or an assignment of any mortgage lien obtained by such Person from another Person, to secure any or all of the Credit Obligations, the Company Obligations, the Guaranty Obligations or the guarantee obligations of the guarantors party to the Operative Agreements, and shall include, without limitation, the deeds of trust and security agreements, as amended, executed by the Borrower and/or certain of its Subsidiaries with respect to the parcels of Realty located at (i) Palo Verde Community Hospital, Blythe, Riverside County, California; (ii) Parkview Regional Hospital, Mexia, Limestone County, Texas; (iii) Colorado Plains Medical Center, Fort Morgan, Morgan County, Colorado; (iv) Palestine Regional Medical Center-West Campus (formerly known as Memorial Hospital), Palestine, Anderson, Leon and Houston Counties, Texas; (v) Palestine Regional Medical Center (formerly known as Trinity Valley Medical Center), Palestine, Anderson County, Texas; (vi) Starke Memorial Hospital, Knox, Starke County, Indiana; (vii) Colorado River Medical Center, Needles, San Bernardino County, California (formerly known as Needles Desert Community Hospital), (viii) Havasu Regional Medical Center, Lake Havasu City, Mohave County, Arizona, (ix) Memorial Hospital of Martinsville and Henry County, Martinsville, Henry County, Virginia, (x) Los Alamos Medical Center, Los Alamos, Los Alamos County, New Mexico, (xi) Doctors' Hospital of Opelousas, Opelousas, St. Landry Parish, Louisiana, (xii) Minden Medical Center, Minden, Webster Parish, Louisiana, and (xiii) Bolivar Medical Center, Cleveland, Bolivar County, Mississippi, in all cases together with any amendments, modifications and supplements thereto, any replacements, renewals, extensions and restatements thereof, and any substitutes therefor, in whole or in part. "Second Amendment Effective Date" shall mean March 28, 2003. 1.2 Negative Covenants. (a) Section 6.5 of the Credit Agreement is hereby amended by deleting the language "$7,500,000 in the aggregate during any four consecutive fiscal quarters" from clause (v)(x) thereof and inserting in lieu thereof the language "$15,000,000 in the aggregate over the term of this Agreement." (b) Article VI of the Credit Agreement is hereby amended by deleting Sections 6.9 and 6.10 thereof and inserting in lieu thereof the following: 6.9 Consolidated Debt to Consolidated EBITDA. Permit the ratio of Consolidated Debt to Consolidated EBITDA to be greater than 4.25 to 1.0 as of the end of any fiscal quarter, beginning with the fiscal quarter ending March 31, 2003 to and including the fiscal quarter ending December 31, 2003; to be greater than 4.0 to 1.0 as of the end of any fiscal quarter beginning with the fiscal quarter ending March 31, 2004 to and including the fiscal quarter ending December 31, 2004; and to be greater than 3.75 to 1.0 as of the end of any fiscal quarter thereafter. 3 6.10 Consolidated Senior Debt to Consolidated EBITDA. Permit the ratio of Consolidated Senior Debt to Consolidated EBITDA to be greater than 2.0 to 1.0 as of the end of any fiscal quarter, beginning with the fiscal quarter ending March 31, 2003. ARTICLE II CONSENTS 2.1 Disposition of Brim Healthcare, Inc. The Required Lenders hereby consent to (a) the disposition by the Borrower of the Capital Stock of Brim Healthcare, Inc., (b) the exclusion of the net cash proceeds of such disposition from the $15,000,000 baskets contained in Sections 6.5(v)(w), 6.5(v)(x) and 2.5(e) of the Credit Agreement, and (c) the release of Collateral comprising the Capital Stock and assets of Brim Healthcare, Inc. automatically upon the closing of such disposition; provided, in each such case that (i) such disposition is for fair value and for cash and occurs on or prior to the Revolving Credit Facility Maturity Date, (ii) notwithstanding the dollar thresholds contained in Section 2.5(e) of the Credit Agreement, the net cash proceeds of such disposition are applied in full to prepay the Loans (but with no corresponding Revolving Credit Commitment reductions), and (iii) immediately after giving effect thereto, no Default or Event of Default would exist. 2.2 Disposition of Medical Office Buildings. The Required Lenders hereby consent to (a) the disposition by the Borrower or its Subsidiaries (as applicable), in one or more transactions, of medical office buildings in the locations set forth on Exhibit A hereto and (b) the exclusion of the net cash proceeds of such dispositions from the $15,000,000 baskets contained in Sections 6.5(v)(w), 6.5(v)(x) and 2.5(e) of the Credit Agreement; provided, in each such case that (i) such disposition is for fair value and for cash and occurs on or prior to the Revolving Credit Facility Maturity Date, (ii) if such medical office building is collateral under the End Loaded Lease Facility, the net cash proceeds are applied to prepay the related Company Obligations under the End Loaded Lease Facility and the purchase price required for such medical office building under the End Loaded Lease Facility is paid in full, (iii) if the medical office building is not collateral under the End Loaded Lease Facility, the net cash proceeds of such disposition are applied in full to prepay the Loans (but with no corresponding Revolving Credit Commitment reductions), notwithstanding the dollar thresholds contained in Section 2.5(e) of the Credit Agreement, (iv) immediately after giving effect thereto, no Default or Event of Default would exist, (v) such disposition shall not, as reasonably determined by the Agent, have a material adverse effect on any remaining Collateral at the Facility at which such medical office building is located, and (vi) the Borrower shall prepare and deliver to the Agent release documents, in form and substance reasonably satisfactory to the Agent, for any such disposition affecting Collateral, as well as provide to the Agent such due diligence materials and legal documentation related to such disposition as may be reasonably requested by the Agent, including without limitation, any reasonably required title policy updates and endorsements and surveys (for dispositions at Facilities subject to a Mortgage), and evidence of proper subdivision and zoning compliance. ARTICLE III REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants as follows: 3.1 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties of the Borrower contained in the Credit Agreement and in the other Loan Documents is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been 4 made as of a specific date, in which case such representation or warranty is true and correct as of such date). 3.2 No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 3.3 Enforceability. This Amendment has been duly executed and delivered by the Borrower and constitutes the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement, of creditors' rights. 3.4 No Conflicts. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment. 3.5 Obligations. The execution and delivery of this Amendment does not diminish or reduce the Borrower's obligations under the Loan Documents, except as modified by this Amendment. 3.6 No Claims. The Borrower has no claims, counterclaims, offsets or defenses to the Loan Documents and the performance of its obligations thereunder, or if the Borrower has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Required Lenders' execution and delivery of this Amendment. ARTICLE IV CONDITIONS TO EFFECTIVENESS The effectiveness of the amendments to the Credit Agreement and of the consents set forth in this Amendment is subject to the satisfaction of the following conditions: 4.1 Executed Amendment. This Amendment shall have been duly executed and delivered by the Borrower, the Agent and the Required Lenders and shall be in full force and effect. 4.2 Accession to Security Agreement. PHC-Martinsville, Inc., PHC-Los Alamos, Inc., PHC-Opelousas, L.P., PHC-Minden, L.P. and PHC-Cleveland, Inc. shall have executed an accession to the Security Agreement in form and substance reasonably satisfactory to the Agent, together with such other documents requested by the Agent to perfect the security interests granted therein. 4.3 UCC Searches. The Agent shall have received from the Borrower satisfactory results of searches under the Uniform Commercial Code with respect to PHC-Martinsville, Inc., PHC-Los Alamos, Inc., PHC-Opelousas, L.P., PHC-Minden, L.P. and PHC-Cleveland, Inc. 4.4 Financing Statements. Financing Statements (including fixture filings for any Realty subject to a Mortgage), amendments to existing Financing Statements, and all other filings or recordings necessary to perfect the security interests of the Agent, on behalf of the Lenders, in the Collateral shall have been filed (other than the filings of the Mortgages and related real estate collateral documents for (i) Doctors' Hospital of Opelousas, Opelousas, St. Landry Parish, Louisiana, (ii) Minden Medical Center, Minden, Webster Parish, Louisiana, and (iii) Bolivar Medical Center, Cleveland, Bolivar County, Mississippi, (the "Post Closing Hospitals") which will be filed pursuant to SECTION 5.1 hereof. 5 4.5 Mortgages; Title Insurance. Mortgages for the Realty located at (i) Memorial Hospital of Martinsville and Henry County, Martinsville, Henry County, Virginia, and (ii) Los Alamos Medical Center, Los Alamos, Los Alamos County, New Mexico, (the "Closing Hospitals") shall have been duly authorized, executed and delivered by the Borrower, PHC-Martinsville, Inc. and PHC-Los Alamos, Inc. (as applicable), shall have been recorded, registered and filed in a manner reasonably acceptable to the Agent, shall be in full force and effect and no Default shall exist thereunder, and the Agent shall have received fully executed copies thereof. The Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance reasonably satisfactory to the Agent, from title insurance companies duly licensed to do business in the states where the Realty for the Closing Hospitals is located, selected by the Borrower and reasonably acceptable to the Agent, in amounts reasonably satisfactory to the Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by the liens of the Mortgages for the Closing Hospitals, all premiums thereon shall have been paid, and each such policy shall insure that the related Mortgage constitutes a valid, enforceable, first priority lien on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are reasonably acceptable to the Agent, and shall include future advance and revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may reasonably request, to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to Realty for the Closing Hospitals may not contain general survey exceptions except with the Agent's prior written consent. 4.6 Surveys. The Agent shall have received a metes-and-bounds survey of each tract or parcel of the Realty of the Closing Hospitals being encumbered by the lien of the Mortgages, in form and substance reasonably satisfactory to the Agent. 4.7 Environmental Assessments. The Agent shall have received the following environmental assessments (which assessments the Agent acknowledges have been delivered prior to the date hereof): (i) Phase I Environmental Site Assessment, dated as of January 29, 2002, with respect to Memorial Hospital of Martinsville and Henry County, (ii) Phase I Environmental Site Assessment, dated as of February 14, 2002, with respect to Los Alamos Medical Center, (iii) Phase I Environmental Site Assessment, dated as of April 15, 1999, with respect to Doctors' Hospital of Opelousas, (iv) Phase I Environmental Site Assessment, dated as of September 11, 2000, with respect to St. Landry Clinic, Opelousas, (v) Phase I Environmental Site Assessment, dated as of March 3, 2000, with respect to Bolivar Medical Center, (vi) Phase I Environmental Site Assessment, dated as of May 3, 1999, with respect to Minden Medical Center, and (vii) Phase I Environmental Site Assessment, dated as of November 25, 2002, with respect to a parking lot at Minden Medical Center. 4.8 Opinions of Counsel. The Agent and each Lender shall have received the favorable opinions of Williams Mullen and Modrall Sperling with respect to the Security Documents to be executed by PHC-Martinsville, Inc. and PHC-Los Alamos, Inc., each such opinion to be addressed to the Agent, for the benefit of the Lenders, and in form and substance satisfactory to the Agent. 4.9 Confirmation. The Agent shall have received a Confirmation of Credit Documents by each Guarantor of the Obligations, in form and substance satisfactory to the Agent. 4.10 Representations and Warranties; Officer's Certificate. The following shall be true and the Agent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Agent, certifying that (i) each of the representations and warranties of the Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents is true and correct as of the date of such certificate after giving effect to this 6 Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, and (iii) each of the conditions set forth in this ARTICLE IV has been satisfied. 4.11 Corporate Authority; Consents. The Agent shall have received such evidence of corporate authority and officers' or secretaries' certificates stating that there have been no changes in the bylaws or charter documents of each of the Borrower and the Guarantors (except for changes approved in writing by the Agent), and shall have received a certificate of incumbency with respect to each such Person. The Borrower and the Guarantors shall have obtained all consents and approvals of the boards of directors, shareholders, governmental entities and other applicable third parties necessary in connection with the transactions contemplated herein and shall have delivered copies of the same to the Agent. 4.12 Fees and Expenses. The Borrower shall have paid (a) to the Agent, (i) for the account of each of the Lenders that have entered into this Amendment on or prior to the Second Amendment Effective Date, a fee equal to 0.25% of the sum of the aggregate Revolving Credit Commitments plus the aggregate "Loans" and "Holder Amounts" (each as defined under the End Loaded Lease Facility), of such Lenders, and (ii) for the account of the Agent, all other fees and expenses (including legal fees and expenses) that are due and payable as of the date hereof, and (b) to Wachovia Securities, Inc., for its own account, all fees due and payable to Wachovia Securities, Inc. on the date of this Amendment. 4.13 No Material Adverse Change. No material adverse change shall have occurred in the business, properties, prospects, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since September 30, 2002, and no event, condition or state of facts that could reasonably be expected to have such a material adverse effect shall have occurred since September 30, 2002. 4.14 End Loaded Lease Facility. The Agent shall have received an executed copy of an amendment to the End Loaded Lease Facility consistent with this Amendment and in form and substance satisfactory to the Agent and the conditions to the effectiveness of such amendment to the End Loaded Lease Facility shall have been satisfied as required therein. ARTICLE V MISCELLANEOUS 5.1 Post Closing Matters. On or before May 31, 2003 (or such later date as the Agent may reasonably agree to if the Borrower and its Subsidiaries are diligently pursuing such items in good faith), the Borrower will cause to be delivered to the Agent (i) fixture filings, Mortgages, title insurance policies, surveys for the Post-Closing Hospitals meeting the requirements set forth for such documents in SECTIONS 4.3, 4.4, 4.5 and 4.6 hereof and (ii) favorable opinions of Roedel Parsons Koch Frost Belhoff & McCollister and Watkins Ludlum Winter & Stennis, P.A. with respect to the Security Documents to be executed by PHC-Opelousas, L.P., PHC-Minden, L.P. and PHC-Cleveland, Inc. in connection with this Amendment. 5.2 Effect of Amendment. From and after the effective date of the amendments to the Credit Agreement set forth herein, all references to the Credit Agreement set forth in any other Loan Document or other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement or 7 of any other Loan Document except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its terms. 5.3 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina (without regard to the conflicts of law provisions thereof). 5.4 Expenses. The Borrower agrees to pay upon demand all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation, the reasonable fees and expenses of counsel to the Agent) in connection with the preparation, negotiation, execution and delivery of this Amendment. 5.5 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 5.6 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 5.7 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 5.8 Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Amendment shall become effective upon the execution and delivery of a counterpart hereof by the Borrower, the Agent and the Required Lenders and the satisfaction of the conditions set forth in ARTICLE IV hereof. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written. PROVINCE HEALTHCARE COMPANY By: /s/ Christopher T. Hannon ----------------------------------- Name: Christopher T. Hannon Title: Senior Vice President and Chief Financial Officer WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as Lender By: /s/ Harry E. Ellis ----------------------------------- Name: Harry E. Ellis Title: Managing Director, Senior Vice President S-1 BANK OF AMERICA, N.A., AS A LENDER By: /s/ Elizabeth L. Knox ----------------------------------- Name: Elizabeth L. Knox Title: Senior Vice President S-2 MERRILL LYNCH CAPITAL CORPORATION, AS A LENDER By: /s/ Michael E, O'Brien ----------------------------------- Name: Michael E, O'Brien Title: Vice President S-3 UBS AG, STAMFORD BRANCH, AS A LENDER By: /s/ Wilfred V. Saint ----------------------------------- Name: Wilfred V. Saint Title: Associate Director, Banking Products Services, US By: /s/ Luke Goldsworthy ----------------------------------- Name: Luke Goldsworthy Title: Associate Director, Banking Products Services, US S-4 NATIONAL CITY BANK OF KENTUCKY, AS A LENDER By: /s/ Deroy Scott ----------------------------------- Name: Deroy Scott Title: Senior Vice President S-5 U.S. BANK NATIONAL ASSOCIATION (F/K/A/ FIRSTAR BANK, NATIONAL ASSOCIATION), AS A LENDER By: /s/ S. W. Choppin ----------------------------------- Name: S. W. Choppin Title: Senior Vice President S-6 BNP PARIBAS, AS A LENDER By: /s/ Brock Harris ----------------------------------- Name: Brock Harris Title: Director By: /s/ Jeffrey Casucci ----------------------------------- Name: Jeffrey Casucci Title: Vice President S-7 SUNTRUST BANK, AS A LENDER By: /s/ Cathy Hunnicutt ----------------------------------- Name: Cathy Hunnicutt Title: Portfolio Manager S-8 GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER By: /s/ Brian P. Schwinn ----------------------------------- Name: Brian P. Schwinn Title: Duly Authorized Signatory S-9 AMSOUTH BANK, AS A LENDER By: /s/ Allison H. Jones ----------------------------------- Name: Allison H. Jones Title: Vice President S-10 LASALLE BANK NATIONAL ASSOCIATION, AS A LENDER By: /s/ Sarah Rusner ----------------------------------- Name: Sarah Rusner Title: First Vice President S-11 CREDIT LYONNAIS NEW YORK BRANCH, AS A LENDER By: /s/ Charles Heidsieck ----------------------------------- Name: Charles Heidsieck Title: Senior Vice President S-12 Exhibit A MOB's to be Sold

S-13 EX-10.2 4 g81826exv10w2.txt A#2 TO CERTAIN OPERATIVE AGREEMENTS EXHIBIT 10.2 AMENDMENT NO. 2 TO CERTAIN OPERATIVE AGREEMENTS THIS AMENDMENT NO. 2 TO CERTAIN OPERATIVE AGREEMENTS dated as of March 28, 2003 (this "Amendment") is by and among PROVINCE HEALTHCARE COMPANY, a Delaware corporation (the "Lessee" or the "Construction Agent"); the various parties hereto from time to time as guarantors (subject to the definition of Guarantors in Appendix A to the Participation Agreement (hereinafter defined), individually, a "Guarantor" and collectively, the "Guarantors"); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not individually (in its individual capacity, the "Trust Company"), except as expressly stated in the Operative Agreements, but solely as the Owner Trustee under the PHC Real Estate Trust 1998-1 (the "Owner Trustee", the "Borrower" or the "Lessor"); the various banks and other lending institutions which are parties to this Amendment as lenders and/or as holders (collectively, the "Majority Secured Parties"); and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), a national banking association, as the agent for the Lenders and respecting the Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in or pursuant to Appendix A to the Participation Agreement (as defined below). W I T N E S S E T H WHEREAS, the parties to this Amendment are parties to that certain Amended and Restated Participation Agreement dated as of November 13, 2001, as amended by that certain Amendment No. 1 to Certain Operative Agreements dated as of March 29, 2002 (as previously or hereinafter amended, modified, extended, supplemented, restated and/or replaced from time to time, the "Participation Agreement") and certain of the parties to this Amendment are parties to the other Operative Agreements relating to a $40,267,991.82 lease facility (the "Facility") that has been established in favor of the Lessee; WHEREAS, the Lessee has requested certain modifications to the Participation Agreement and certain of the other Operative Agreements in connection with the Lessee's request for greater flexibility regarding its rights to purchase Properties or to cause Properties to be sold; WHEREAS, the Lessee has acknowledged that pricing for the transaction evidenced by the Participation Agreement and the other Operative Agreements shall be adjusted by modification to the definition of "Applicable Percentage"; WHEREAS, certain of the parties to this Amendment are parties to the Lessee Credit Agreement; WHEREAS, the parties to this Amendment have acknowledged and agreed that certain amendments and consents provided on or about the date of this Amendment with regard to the Lessee Credit Agreement shall also be effective for purposes of amending the Participation Agreement and the other Operative Agreements and providing consents thereunder; WHEREAS, the parties to this Amendment have agreed to the terms and conditions set forth herein; NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I AMENDMENTS 1.1 Defined Terms. (a) In Appendix A to the Participation Agreement, the definition of "Applicable Percentage" is hereby amended by deleting such definition and replacing such definition with the following: ""Applicable Percentage" shall mean, at any time from and after the Second Amendment Effective Date with respect to any ABR Loan, any Eurodollar Loan, any ABR Holder Advance and any Eurodollar Holder Advance, the applicable percentage as determined under the following matrix with reference to the ratio of Consolidated Debt to Consolidated EBITDA calculated as provided below:

From the Second Amendment Effective Date until the fifth (5th) Business Day after receipt by the Agent of the financial statements for the fiscal quarter ending March 31, 2003 pursuant to Section 5.1(b) of the Lessee Credit Agreement (together with a Compliance Certificate), the Applicable Percentage shall be 3.00% for Eurodollar Loans, 1.75% for ABR Loans, 3.75% for Eurodollar Holder Advances and 2.50% for ABR Holder Advances. Subject to the preceding sentence, the Applicable Percentages shall be reset from time to time in accordance with the above matrix effective on the fifth (5th) Business Day after receipt by the Agent in accordance with Sections 5.1(a) or (b) of the Lessee Credit Agreement of financial statements together with a Compliance Certificate attaching an Interest Rate Calculation Worksheet (reflecting the computation of the ratio of Consolidated Debt to Consolidated EBITDA as of the last day of the preceding fiscal quarter or fiscal year, as appropriate) that provides for different Applicable Percentages than those then in effect; provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, if at any time the Lessee shall have failed to deliver the financial statements and a Compliance Certificate as required by Section 5.1(a) 2 or Section 5.1(b) of the Lessee Credit Agreement, as the case may be, and Section 5.1(d) of the Lessee Credit Agreement, then at the election of the Majority Secured Parties, at all times from and including the date on which such statements and Compliance Certificate are required to have been delivered to the date on which the same shall have been delivered, each Applicable Percentage shall be determined in accordance with the above matrix as if the ratio of Consolidated Debt to Consolidated EBITDA were greater than or equal to 3.5 to 1.0 (notwithstanding such actual ratio). For all periods prior to the Second Amendment Effective Date, the "Applicable Percentage" shall have the meaning given to such term in the Participation Agreement before giving effect to the Second Amendment to Certain Operative Agreements dated as of March 28, 2003, by and among the Lessee, the Guarantors, the Owner Trustee, the Majority Secured Parties and the Agent." (b) Appendix A to the Participation Agreement is hereby amended to add the following definition in the appropriate alphabetical order: ""Second Amendment Effective Date" shall mean March 28, 2003." 1.2 Flexibility Regarding Purchase Option and/or Sale Option. Section 8.3(j) of the Participation Agreement is hereby amended by deleting such Section and replacing such Section with the following: "(j) Except as noted in the last sentence of this Section 8.3(j), the Lessee may exercise its Purchase Option and/or Sale Option for each Property on or prior to the Expiration Date to the extent any such exercise of the Purchase Option and/or Sale Option complies with the requirements of the Operative Agreements; provided, an Election Notice is not required to satisfy the requirements pertaining to the timeliness of delivery thereof if such Election Notice is otherwise delivered to the Agent at such a time as is reasonably agreeable to the Agent. Notwithstanding the foregoing, the parties hereto agree that the Property described in Lease Supplement No. 4 (as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time for any purpose including without limitation with regard to Section 22.6 of the Lease) may be purchased pursuant to the Purchase Option or sold pursuant to the Sale Option after or concurrent with (but not before) such purchase or sale of all other Properties then remaining under lease pursuant to the Lease, and after any such purchase or sale of the Property described in Lease Supplement No. 4 (as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time for any purpose including without limitation with regard to Section 22.6 of the Lease), no Property shall remain under lease pursuant to the Lease." 1.3 References to First Union National Bank. All references in the Operative Agreement to "First Union National Bank" are hereby amended by deleting such references and replacing them with "Wachovia Bank, National Association (formerly known as First Union National Bank)." 1.4 Amendment to Form of Compliance Certificate. Attachment B to Exhibit L is hereby amended by deleting footnote 1 thereto. 1.5 Amendment to Lease Agreement. (a) Section 20.1 of the Lease Agreement is hereby amended by deleting at the beginning of such section the language "Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to any Payment Date or the Expiration Date" and 3 inserting in lieu thereof the language "Not less than thirty (30) days prior to any Payment Date or the Expiration Date". (b) Section 20.1 of the Lease Agreement is hereby amended by the deleting in the fourth sentence of such section the language "If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty days prior to the Expiration Date" and inserting in lieu thereof the language "If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least thirty (30) days prior to the Expiration Date". (c) The Lease Agreement is hereby amended by adding the following Section 22.6 as follows: "22.6 RELEASE OF A PORTION OF THE PROPERTY SUBJECT TO LEASE SUPPLEMENT NO. 4. By giving Lessor no less than twenty (20) days written notice of Lessee's election, Lessee may request a release from the Ground Lease regarding the Property subject to Lease Supplement No. 4 with such release relating solely to a medical office building (not financed pursuant to the Operative Agreements) located on such Property. Lessor and the Agent shall agree to such a release on the following terms and conditions: (a) such release of a portion of the Property subject to Lease Supplement No. 4 and the Property remaining subject to Lease Supplement No. 4 after such release shall each comply with all applicable Laws; (b) with respect to the Property remaining subject to Lease Supplement No. 4 after such release, Lessee shall comply with the following provisions of the Participation Agreement (as if the effective date of such release were a Property Closing Date) unless waived by the Majority Secured Parties: Sections 5.3(a), 5.3(b), 5.3(d), 5.3(f), 5.3(g), 5.3(i), 5.3(j), 5.3(m), 5.3(n), 5.3(p), 5.3(s), 5.3(w), 5.3(z) and 5.3(ii); (c) the Property remaining subject to Lease Supplement No. 4 after such release shall continue to constitute an area with appropriate easement and operating agreements such that the value, utility and useful life thereof is not diminished; (d) the Property remaining subject to Lease Supplement No. 4 after such release shall at all times satisfy all of the terms and conditions of the Operative Agreements; (e) the Agent shall find satisfactory all reciprocal easement agreements, operating agreements and other such rights benefiting the released portion of the subject Property to the extent any of the foregoing constitute an impairment, encroachment or any other limitation imposed on the Property remaining subject to Lease Supplement No. 4 after such release; (f) the Agent shall find satisfactory all reciprocal easement agreements, operating agreements and other such rights (as reserved) benefiting the Property remaining subject to Lease Supplement No. 4 after such release; 4 (g) all Rent and other amounts due and payable by Lessee under any Operative Agreement shall be paid on or prior to the effective date of such release; (h) no Lease Default or Lease Event of Default shall have occurred and be continuing on the effective date of such release; and (i) Lessee shall pay, or cause to be paid, all reasonable costs and expenses incurred by any Financing Party in connection with any such release. Lessor and the Agent shall cause to be prepared and shall execute and arrange for recordation of various partial release documents, to the extent necessary, regarding Lease Supplements, memoranda of the Lease Agreement and Lease Supplements and other Security Documents regarding such release. Lessor, the Agent and Lessee shall confer to insure that the appropriate release documentation is prepared." ARTICLE II CONSENTS AND INSTRUCTION TO THE OWNER TRUSTEE For purposes of Section 28.1 of the Lease, the Majority Secured Parties and the Agent hereby consent and agree to the applicable provisions of the Second Amendment to Credit Agreement and Consent dated as of March 28, 2003 (the "Second Amendment to Credit Agreement and Consent") by and among the Lessee, the lenders which are party thereto and Wachovia Bank, National Association, as agent for such lenders, which amendment relates to the Lessee Credit Agreement. In addition, the Majority Secured Parties and the Agent hereby instruct the Owner Trustee to execute this Amendment. Specifically, but without limitation, the Majority Secured Parties and the Agent hereby consent and agree to the applicable provisions of the Second Amendment to Credit Agreement and Consent (including without limitation Articles I and II thereof) which (a) modify any of the Incorporated Representations and Warranties, the Incorporated Covenants and/or the Additional Incorporated Terms and/or (b) provide for consents to certain matters whether or not any such consent constitutes a modification as referenced in the foregoing subsection (a). In addition and without the requirement to obtain any further consent from the Lenders and/or the Holders, the Lessee may purchase or cause to be sold the Properties in accordance with the Operative Agreements (including without limitation Sections 8.3(j) and 8.8 of the Participation Agreement and Articles XX and XXII of the Lease). ARTICLE III REPRESENTATIONS AND WARRANTIES The Lessee hereby represents and warrants as follows: 3.1 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties of the Lessee contained in the Participation Agreement and in the other Operative Agreements is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date). 5 3.2 No Default. After giving effect to this Amendment, no Default (other than a Credit Agreement Default) or Event of Default (other than a Credit Agreement Event of Default) has occurred and is continuing. 3.3 Enforceability. This Amendment has been duly executed and delivered by the Lessee and constitutes the Lessee's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement, of creditors' rights. 3.4 No Conflicts. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Lessee of this Amendment 3.5 Obligations. The execution and delivery of this Amendment does not diminish or reduce the Lessee's obligations under the Operative Agreements, except as expressly modified by this Amendment. 3.6 No Claims. The Lessee has no claims, counterclaims, offsets or defenses to the Operative Agreements and the performance of its obligations thereunder, or if the Lessee has any such claims, counterclaims, offsets, or defenses to the Operative Agreements or any transaction related to the Operative Agreements, the same are hereby waived, relinquished and released in consideration of the Majority Secured Parties' execution and delivery of this Amendment. ARTICLE IV CONDITIONS TO EFFECTIVENESS The effectiveness of the amendments to the Operative Agreements and of the consents set forth in this Amendment is subject to the satisfaction of the following conditions: 4.1 Executed Amendment. This Amendment shall have been duly executed and delivered by the Lessee, the Guarantors, the Owner Trustee, the Majority Secured Parties and the Agent and shall be in full force and effect. 4.2 Second Amendment to Credit Agreement and Consent. The conditions to effectiveness set forth in the Second Amendment to Credit Agreement and Consent shall have been satisfied as required by the agent thereunder. Additionally, the Agent shall have received an executed copy of the Second Amendment to Credit Agreement and Consent consistent with this Amendment and in form and substance satisfactory to the Agent. 4.3 Representations and Warranties; Officer's Certificate. The following shall be true and the Agent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Lessee, in form and substance satisfactory to the Agent, certifying that (i) each of the representations and warranties of the Lessee contained in this Amendment, the Participation Agreement and the other Operative Agreements is true and correct as of the date of such certificate after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (ii) no Default (other than a Credit Agreement Default) or Event of Default (other than a Credit Agreement Event of Default) has occurred and is continuing after giving effect to this Amendment, and (iii) each of the conditions set forth in this Article IV has been satisfied. 6 4.4 Corporate Authority; Consents. The Agent shall have received such evidence of corporate authority and officers' or secretaries' certificates stating that there have been no changes in the bylaws or charter documents of each of the Lessee and the Guarantors (except for changes approved in writing by the Agent), and shall have received a certificate of incumbency with respect to each such Person. The Lessee and the Guarantors shall have obtained all consents and approvals of the boards of directors, shareholders, governmental entities and other applicable third parties necessary in connection with the transactions contemplated herein and shall have delivered copies of the same to the Agent. 4.5 Fees and Expenses. The Lessee shall have paid to the Agent, (a) for the account of each of the Lenders and Holders that have entered into this Amendment on or prior to the Second Amendment Effective Date, a fee equal to 0.25% of the sum of the aggregate Revolving Credit Commitments (as defined under the Lessee Credit Agreement) plus the aggregate Loans and Holder Amounts, of such Lenders and Holders, and (b) for the account of the Agent, all other fees and expenses (including legal fees and expenses) that are due and payable as of the date hereof. 4.6 No Material Adverse Change. No material adverse change shall have occurred in the business, properties, prospects, operations or condition (financial or otherwise) of the Lessee and its Subsidiaries, taken as a whole, since September 30, 2002, and no event, condition or state of facts that could reasonably be expected to have such a material adverse effect shall have occurred since September 30, 2002. ARTICLE V MISCELLANEOUS 5.1 Effect of Amendment. From and after the effective date of the amendments to the Operative Agreements set forth herein, all references to any such Operative Agreement set forth in any other Operative Agreement or other agreement or instrument shall, unless otherwise specifically provided, be references to the applicable Operative Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of any Operative Agreement except as expressly set forth herein. Except as expressly amended hereby, the Operative Agreements shall remain in full force and effect in accordance with their respective terms. 5.2 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina (without regard to the conflicts of law provisions thereof). 5.3 Expenses. The Lessee agrees to pay upon demand all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation, the reasonable fees and expenses of counsel to the Agent) in connection with the preparation, negotiation, execution and delivery of this Amendment. 5.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 5.5 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 7 5.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 5.7 Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Amendment shall become effective upon the execution and delivery of a counterpart hereof by the Lessee, the Guarantors, the Owner Trustee, the Majority Secured Parties and the Agent and the satisfaction of the conditions set forth in Article IV hereof. [Remainder of Page Intentionally Left Blank] 8 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. CONSTRUCTION AGENT AND LESSEE: PROVINCE HEALTHCARE COMPANY, as the Construction Agent and as the Lessee By: /s/ Christopher T. Hannon ----------------------------------- Name: Christopher T. Hannon Title: Senior Vice President and Chief Financial Officer [Signature pages continued] GUARANTORS: BRIM HEALTHCARE, INC. By /s/ Christopher T. Hannon ------------------------------------ Name: Christopher T. Hannon Title: Assistant Treasurer BRIM HOSPITALS, INC. CARE HEALTH COMPANY, INC. MEXIA-PRINCIPAL, INC. OUTPATIENT SERVICES, INC. PALESTINE-PRINCIPAL G.P., INC. PHC-AVIATION, INC. PHC-BELLE GLADE, INC. PHC-CLEVELAND, INC. PHC-DOCTORS' HOSPITAL, INC. PHC-ELKO, INC. PHC-EUNICE, INC. PHC-FORT MOHAVE, INC. PHC-JASPER, INC. PHC-KNOX, INC. PHC-LAKE HAVASU, INC. PHC-LAKEWOOD, INC. PHC-LOS ALAMOS, INC. PHC-LOUISIANA, INC. PHC-MARTINSVILLE, INC. PHC-MINDEN G.P., INC. PHC-MORGAN LAKE, INC. PHC-NEVADA, INC. PHC-PALESTINE, INC. PHC-TENNESSEE, INC. PRHC-ENNIS G.P., INC. PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC. PRINCIPAL-NEEDLES, INC. By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer [Signature pages continued] MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP By: Mexia-Principal, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP By: Palestine-Principal G.P., Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PHC-ASHLAND, L.P. By: PHC-Tennessee, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PHC-MINDEN, L.P. By: PHC-Minden G.P., Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer [Signature pages continued] PHC-MORGAN CITY, L.P. By: PHC-Lakewood, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PHC-OPELOUSAS, L.P. By: PHC-Doctors' Hospital, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PRHC-ENNIS, L.P. By: PRHC-Ennis G.P., Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Assistant Treasurer PHC-CHARLESTOWN, L.P. By: PHC-Indiana, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer [Signature pages continued] PHC HOSPITALS, LLC By: Province Healthcare Company, its sole Member By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Senior Vice President and Chief Financial Officer PHC-INDIANA, INC. By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer PRHC-ALABAMA, LLC By: Province Healthcare Company, its sole Member By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Senior Vice President and Chief Financial Officer PRINCIPAL KNOX, L.L.C. By: Principal Knox, L.P., its Member By: PHC Knox, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer [Signature pages continued] PRINCIPAL KNOX, L.P. By: PHC-Knox, Inc., its General Partner By: /s/ Christopher T. Hannon ------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer /s/ Pam Jeter -------------------------------------- Witness /s/ Darla Beranek -------------------------------------- Witness [Signature pages continued] OWNER TRUSTEE AND LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not individually, except as expressly stated herein, but solely as the Owner Trustee under the PHC Real Estate Trust 1998-1, as the Owner Trustee and as the Lessor By: /s/ C. Scott Nielsen ----------------------------------- Name: C. Scott Nielsen Title: Vice President [Signature pages continued] HOLDERS, LENDERS, AGENTS AND ARRANGERS: WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as a Holder, as a Lender and as the Agent By: /s/ Harry E. Ellis ----------------------------------- Name: Harry E. Ellis Title: Managing Director, Senior Vice President [Signature pages continued] BANK OF AMERICA, N.A., as a Holder, as a Lender, as the Syndication Agent and as a Co-Lead Arranger By: /s/ Elizabeth L. Knox ----------------------------------- Name: Elizabeth L. Knox Title: Senior Vice President [Signature pages continued] UBS AG, STAMFORD BRANCH, as a Holder and as a Lender By: /s/ Wilfred V. Saint ----------------------------------- Name: Wilfred V. Saint Title: Associate Director, Banking Products, US By: /s/ Luke Goldsworthy ----------------------------------- Name: Luke Goldsworthy Title: Associate Director, Banking Products, US UBS WARBURG LLC, as a Co-Documentation Agent By: /s/ Reto Jenal ----------------------------------- Name: Reto Jenal Title: Executive Director, Banking Products By: /s/ Daniel W. Ladd ----------------------------------- Name: Daniel W. Ladd Title: Executive Director [Signature pages continued] MERRILL LYNCH CAPITAL CORPORATION, as a Holder, as a Lender and as a Co-Documentation Agent By: /s/ Michael E. O'Brien ----------------------------------- Name: Michael E. O'Brien Title: Vice President [Signature pages continued] NATIONAL CITY BANK OF KENTUCKY, as a Lender By: /s/ Deroy Scott ----------------------------------- Name: Deroy Scott Title: Sr. Vice President [Signature pages continued] U.S. BANK NATIONAL ASSOCIATION (f/k/a Firstar Bank, National Association), as a Holder and as a Lender By: /s/ S. W. Choppin ----------------------------------- Name: S. W. Choppin Title: Senior Vice President [Signature pages continued] BNP PARIBAS, as a Holder and as a Lender By: /s/ Brock Harris ----------------------------------- Name: Brock Harris Title: Director By: /s/ Jeffrey Casucci ----------------------------------- Name: Jeffrey Casucci Title: Vice President [Signature pages continued] SUNTRUST BANK, as a Holder and as a Lender By: /s/ Cathy Hunnicutt ----------------------------------- Name: Cathy Hunnicutt Title: Portfolio Manager [Signature pages continued] GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Brian P. Schwinn ----------------------------------- Name: Brian P. Schwinn Title: Duly Authorized Signatory [Signature pages continued] AMSOUTH BANK, as a Holder and a Lender By: /s/ Allison H. Jones ----------------------------------- Name: Allison H. Jones Title: Vice President [Signature pages continued] CREDIT LYONNAIS NEW YORK BRANCH, as a Holder and a Lender By: /s/ Charles Heidsieck ----------------------------------- Name: Charles Heidsieck Title: Senior Vice President [Signature pages continued] LASALLE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Sarah Rusner ----------------------------------- Name: Sarah Rusner Title: First Vice President [Signature pages end] EX-99 5 g81826exv99.txt PRESS RELEASE Exhibit 99 [PROVINCE HEALTHCARE LOGO} NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: MERILYN H. HERBERT VICE PRESIDENT, INVESTOR RELATIONS (615) 370-1377 PROVINCE HEALTHCARE CLOSES ON AMENDMENT TO CREDIT FACILITY AGREEMENT Brentwood TN, March 31, 2003 - Province Healthcare Company (NYSE:PRV) announced an amendment to its $250 million credit facility. This amended facility, which will provide the Company with greater financing flexibility, increased the total debt to EBITDA covenant from 3.75 to 4.25 for fiscal 2003 and to 4.00 for fiscal 2004. The covenant will return to its previous level of 3.75 for fiscal 2005. In exchange for the increased financial flexibility from the bank group, Province decreased the senior debt to EBITDA covenant from 2.50 to 2.00 for the term of the agreement and slightly increased pricing on the credit facility by approximately 50 basis points plus customary closing fees and expenses. The Company noted that the pricing increase is fully reflected in the earnings guidance that Province has provided for 2003, and the Company remains comfortable with this guidance. The Company previously reported that for the period ended December 31, 2002, the total debt to EBITDA ratio was 3.71 and the senior debt to EBITDA ratio was 1.15. According to Christopher T. Hannon, Senior Vice President and Chief Financial Officer, "In conjunction with the closing of this amendment, Province also repaid an additional $20 million under the credit facility bringing our total outstanding senior debt to $114.3 million (excluding letters of credit of approximately $3.6 million) under our credit facility as of March 31, 2003. The additional repayment comes as the result of our continued strong cash flow from operations. Province currently maintains approximately $132.1 million in unused capacity to fund acquisitions and capital expenditures. This amendment will provide Province with the financial flexibility to fund our operating strategy over the next three years. Our bank group has been extremely supportive and demonstrated tremendous confidence in our operating plan by approving the amendment with a 100% vote." Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company owns or leases 20 general acute care hospitals in 13 states with a total of 2,280 licensed beds. The Company also provides management services to 36 non-urban hospitals in 14 states with a total of 2,897 licensed beds. CONTACT: MERILYN H. HERBERT, PROVINCE HEALTHCARE COMPANY (PRV) AT (615) 370-1377 -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents


Item 5. Other Events
Item 7. Exhibits
SIGNATURE
A#2 TO CREDIT AGREEMENT
A#2 TO CERTAIN OPERATIVE AGREEMENTS
PRESS RELEASE