Administrative Agent Uses in Amendments to Section 2.21 Clause

Amendments to Section 2.21 from Amendment

Amendment No. 5, dated as of May 11, 2007 (Amendment No. 5), by and among LIFEPOINT HOSPITALS, INC. (formerly known as LAKERS HOLDING CORP.), a Delaware corporation (Borrower), the Lenders party hereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (the Administrative Agent), and BANK OF AMERICA, N.A., as Issuing Bank, 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 Borrower, the financial institutions listed on Schedule 2.01 thereto, as such Schedule may from time to time be supplemented and amended (the Lenders), the Administrative Agent, 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.

Amendments to Section 2.21. Increase in Commitments. Section 2.21 of the Credit Agreement is hereby amended by (i) deleting the amount $400,000,000 in clause (i) of Section 2.21(a) and replacing it with $600,000,000 (it being understood that $200,000,000 of such amount was used prior to the Amendment No. 5 Effective Date), (ii) deleting the amount $100,000,000 in clause (ii) of Section 2.21(a) and replacing it with $150,000,000 (it being understood that $50,000,000 of such amount was used prior to the Amendment No. 5 Effective Date) and (iii) adding the following immediately preceding the final sentence of Section 2.21(a): In addition to and notwithstanding the foregoing, so long as the conditions set forth in clauses (x) and (y) of the first sentence of this Section 2.21(a) are satisfied (substituting Incremental Term A Loans for Incremental Term Loans in each case in such clauses), Borrower may from time to time request (i) additional term A loans (the Incremental Term A Loans and the related commitments, the Incremental Term A Loan Commitments) in an aggregate principal amount for all such Incremental Term A Loans not to exceed $250,000,000; provided that any such increase shall be in an aggregate amount of $25,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the Incremental Term A Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. The Incremental Term A Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term B Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as Term B Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided that (x) the Incremental Term A Loans shall not have a final maturity date earlier than the Revolving Credit Maturity Date and (y) amortization of Incremental Term A Loans shall not shall not be greater than pro rata across the life of the Incremental Term A Loans. Any Lender or additional bank or financial institution electing to make available an Incremental Term A Loan Commitment (an Incremental Term A Lender) shall become a Lender or make its Incremental Term A Commitment under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term A Lender and the Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. and (iii) inserting or Incremental Term A Loan Commitments, as the case may be, or Incremental Term A Loans, as the case may be, following Incremental Term Loan Commitments and Incremental Term Loans, respectively, in Sections 2.21(b) and (c).