INCREMENTAL FACILITY AMENDMENT NO. 4

EX-10.5 2 y24974exv10w5.htm EX-10.5: INCREENTAL FACILITY AMENDMENT NO. 4 TO THE CREDIT AGREEMENT EX-10.5

Exhibit 10.5


To:		Citicorp North America, Inc. as Administrative Agent under the Credit Agreement referred to below


Dated:		September 8, 2006

Reference is hereby made to the Credit Agreement dated as of April 15, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LAKERS HOLDING CORP. (now known as LIFEPOINT HOSPITALS, INC.), a Delaware corporation (“Borrower”), the financial institutions listed on Schedule 2.01 thereto, as such Schedule may from time to time be supplemented and amended (the “Lenders”), CITICORP NORTH AMERICA, INC., as administrative agent for the lenders, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A., UBS SECURITIES LLC AND SUNTRUST BANK, as co-syndication agents, and CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner. Terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, Borrower may from time to time request Incremental Revolving Loans and related Incremental Revolving Loan Commitments in an aggregate amount not to exceed $100,000,000, subject to the terms and conditions set forth therein;

WHEREAS, the lenders identified on the signature pages attached hereto (the “Incremental Revolving Lenders”) have agreed, subject to the terms and conditions set forth herein and in the Credit Agreement, to make Incremental Revolving Loans and provide related Incremental Revolving Loan Commitments to Borrower in an aggregate amount of up to $50,000,000 (with each such Incremental Revolving Lender’s several Incremental Revolving Loan Commitment set forth on its signature page hereto), the proceeds of which will be used for general corporate purposes (including to finance Permitted Acquisitions); and

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, Borrower and the Administrative Agent may enter into an Incremental Facility Amendment without the consent of any other Lenders to effect such amendments to the Credit Agreement as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.21 of the Credit Agreement.

NOW, THEREFORE:

SECTION 1. Incremental Amendment.

(a) This amendment (this “Incremental Facility Amendment”) is an Incremental Facility Amendment referred to in Section 2.21 of the Credit Agreement, and Borrower and the Incremental Revolving Lenders hereby agree and notify you that:

(i) the total aggregate Incremental Revolving Loan Commitments of the Incremental Revolving Lenders is $50,000,000 and the several Incremental Revolving Loan

Commitment of each Incremental Revolving Lender is set forth on its signature page hereto; and

(ii) subject to the satisfaction of the conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth in clauses (A) through (C) below, the funding of the Incremental Revolving Loans may occur from time to time upon Borrower’s request in accordance with Sections 2.02 and 4.02 of the Credit Agreement. Incremental Revolving Loans that are repaid or prepaid may be reborrowed.

(A) no Default shall exist or would exist after giving effect to the making of the Incremental Revolving Loans and the use of proceeds therefrom;

(B) after giving effect to the making of the Incremental Revolving Loans and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Revolving Loans; and

(C) Borrower shall have delivered to the Administrative Agent and Incremental Revolving Lenders the officer’s certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the date of borrowing to clauses (A) and (B) above.

(b) Each of the Incremental Revolving Lenders and Borrower hereby agrees that the Incremental Revolving Loans made pursuant to this Incremental Facility Amendment will be Revolving Loans and any lender with an outstanding Incremental Revolving Loan will be a Revolving Lender, in each case for any and all purposes under the Credit Agreement and (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Loans and (B) shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of this Incremental Facility Amendment.

(c) Borrower covenants and agrees that the proceeds of the Incremental Revolving Loan shall be used by Borrower for general corporate purposes (including to finance Permitted Acquisitions).

SECTION 2. Representations, Warranties and Covenants. The Loan Parties represent, warrant and covenant to the Administrative Agent and to the Incremental Revolving Lenders that:

(a) this Incremental Facility Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms;

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(b) after giving effect to this Incremental Facility Amendment, the representations and warranties set forth in Article III of the Credit Agreement and the other Loan Documents will be true and correct with the same effect as if made on and as of the date hereof (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(c) each of the conditions to requesting Incremental Revolving Loans set forth in clause (a) of Section 2.21 of the Credit Agreement is satisfied on the date of entering into this Incremental Facility Amendment and will be satisfied on the dates of borrowing of the Incremental Revolving Loans, as applicable.

SECTION 3. Conditions to Effectiveness. This Incremental Amendment shall become effective when:

(a) the Administrative Agent shall have received counterparts of this Incremental Facility Amendment that, when taken together, bear the signatures of each Loan Party party hereto and the Incremental Revolving Lenders;

(b) the representations and warranties set forth in Section 2 hereof are true and correct (as set forth on an officer’s certificate delivered to the Administrative Agent and the Incremental Revolving Lenders); and

(c) all fees and expenses required to be paid or reimbursed by Borrower pursuant to the Credit Agreement, including all invoiced fees and expenses of counsel to the Administrative Agent and Incremental Revolving Lenders shall have been paid or reimbursed, on or prior to effectiveness as applicable.

SECTION 4. Roles. Citigroup Global Markets Inc. shall act in the capacity as Sole Lead Arranger and Sole Bookrunner with respect to this Incremental Facility Amendment, but in such capacities shall not have any obligations, duties or responsibilities, nor shall incur any liabilities, under this Incremental Facility Amendment or any other Loan Document.

SECTION 5. Applicable Law. THIS INCREMENTAL FACILITY AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.11 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS INCREMENTAL FACILITY AMENDMENT.

SECTION 6. Credit Agreement; Loan Document. Except as expressly set forth herein, this Incremental Facility Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. For the avoidance of doubt, this Incremental Facility Amendment shall be deemed to be a “Loan Document” within the meaning of the Credit Agreement.

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SECTION 7. Counterparts. This Incremental Facility Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Incremental Facility Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Incremental Facility Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Incremental Facility Amendment No. 4 to be duly executed by their authorized officers as of the date set forth above.


LIFEPOINT HOSPITALS, INC.

By:	/s/ Michael J. Culotta

	Name:	Michael J. Culotta
	Title:	Chief Financial Officer

EACH OF THE SUBSIDIARIES LISTED
ON SCHEDULE I HERETO (other than LifePoint
Asset Management Company, Inc.)

By:	/s/ Mary Kim E. Shipp

	Name:	Mary Kim E. Shipp
	Title:	Authorized Signatory

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.

By:	/s/ Mary Kim E. Shipp

	Name:	Mary Kim E. Shipp
	Title:	Authorized Signatory