Date: June 2, 2006 To: LIFEPOINT HOSPITALS, INC. Attn: Michael J. Culotta Phone: 615-372-8512 Fax: 615-372-8581 From: Citibank N.A., New York Confirmations Unit New York, NY 10001, USA Phone: 1-212-615-8398 Fax: 1-212-615-8985 Our ref: M062990 Your ref:
Exhibit 99.3
Corporate
and
Investment Banking
Investment Banking
Date: |
June 2, 2006 | |
To: |
LIFEPOINT HOSPITALS, INC. | |
Attn: |
Xxxxxxx X. Xxxxxxx | |
Phone: |
000-000-0000 | |
Fax: |
000-000-0000 | |
From: |
Citibank N.A., New York | |
Confirmations Unit | ||
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | ||
Xxx Xxxx, XX 00000, XXX | ||
Phone: |
0-000-000-0000 | |
Fax: |
0-000-000-0000 | |
Our ref: |
M062990 | |
Your ref: |
TRANSACTION
The
purpose of this letter agreement (this ‘Confirmation’) is to set forth the terms and
conditions of the Transaction entered into between LIFEPOINT HOSPITALS, INC. (‘Counterparty’) and
Citibank N.A., New York (‘Citibank’) on the Trade Date specified below (the
‘Transaction’).
1. The definitions and provisions contained in the 2000 ISDA Definitions (the ‘Definitions’) (as
published by the International Swaps and Derivatives Association, Inc.) are incorporated into this
Confirmation. References herein to a ‘Transaction’ shall be deemed to be references to a ‘Swap
Transaction’ for the purposes of the Definitions.
If Counterparty fails to execute and deliver or to negotiate in good faith the Agreement within 90
days of the Trade Date, Citibank N.A. may give Counterparty notice that an Additional Termination
Event has occurred and is continuing with respect to Counterparty, in which event Counterparty will
be the only Affected Party.
This Confirmation evidences a complete and binding agreement between you and us as to the terms of
the Transaction to which this Confirmation relates. In addition, you and we agree to use all
reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of an ISDA
Master Agreement, with such modifications as you and we will in good faith agree. Upon the
execution by you and us of such an agreement, this Confirmation will supplement, form part of, and
be subject to that agreement. All provisions contained in, or incorporated by reference
in, that agreement upon its execution will govern this Confirmation except as expressly modified
below. Until we execute and deliver that agreement, this Confirmation, together with all other
documents referring to an ISDA Master Agreement (each a ‘Confirmation’) confirming transactions
(each a ‘Transaction’) entered into between us (notwithstanding anything to the contrary in a
Confirmation), shall supplement, form a part of, and be subject to, a single
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agreement (the Agreement) in the pre-printed form of the 1992 ISDA Master Agreement (Multicurrency
Cross Border) (the ISDA Form) as if, on the Trade Date of the first such Transaction between us, we
had executed a single agreement in such form (but without any Schedule except for the election of
the laws of the State of New York as the governing law, USD as the Termination Currency, Credit
Event Upon Merger, Second Method and Market Quotation as applying and basic Set-Off provision
contained in Section V A. of the User’s Guide to the 1992 ISDA Master Agreements 1993 Edition
published by ISDA being incorporated by reference). The Agreement shall contain such other
modifications (including additional elections) to the ISDA Form (each, an Agreement Modification)
as may be agreed by the parties from time to time. Any Agreement Modification may be set forth in
any Confirmation (whether or not it would form part of the Schedule to the ISDA Master Agreement
and notwithstanding the termination or expiry of the Transaction(s) detailed in any such
Confirmation). To the extent of any inconsistency between the provisions of the ISDA Form and this
Confirmation, this Confirmation will prevail for the purposes of this Transaction. To the extent of
any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms
of the Agreement Modification set forth in the most recent Confirmation shall govern.
THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE, PROVIDED THAT THIS PROVISION WILL BE
SUPERSEDED BY ANY CHOICE OF LAW PROVISION IN THE MASTER AGREEMENT.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL
MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF
INCONVENIENT FORUM WITH RESPECT TO THESE COURTS
U.S. Federal law requires Citibank to obtain, verify and record customer identification
information.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: | June 1, 2006 | |||
Effective Date: | November 15, 2006 | |||
Termination Date: | May 15, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention | |||
Fixed Amounts | ||||
Fixed Rate Payer: | Counterparty | |||
Notional Amount: | With respect to each Calculation Period, the amount set forth in Exhibit I attached hereto opposite such Calculation Period under the heading ‘Notional Amount’ |
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Fixed Rate Payer Payment Dates: | Each November 15, February 15, May 15 and August 15 commencing February 15, 2007 through and including the Termination Date | |||
Fixed Rate: | 5.58500 percent | |||
Fixed Rate Day Count Fraction: | Actual/360 | |||
Business Days: | New York, London | |||
Business Day Convention: | Modified Following | |||
Floating Amounts | ||||
Floating Rate Payer: | Citibank | |||
Notional Amount: | With respect to each Calculation Period, the amount set forth in Exhibit I attached hereto opposite such Calculation Period under the heading ‘Notional Amount’ | |||
Floating Rate Payer Payment Dates: | Each November 15, February 15, May 15 and August 15 commencing February 15, 2007, through and including the Termination Date | |||
Floating Rate Option: | USD-LIBOR-BBA | |||
Designated Maturity: | Three months | |||
Spread: | None |
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Floating Rate Day Count Fraction: | Actual/360 | |||
Reset Dates: | The first day of each Floating Rate Payer Calculation Period | |||
Compounding: | Inapplicable | |||
Business Days: | New York, London | |||
Business Day Convention: | Modified Following | |||
Calculation Agent: | As per Master Agreement. |
3. Representations:
Each party represents to the other party that:
(a) Non–Reliance. It is acting for its own account, and it has made its own independent decisions
to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon
its own
judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a recommendation to
enter into
this Transaction; it being understood that information and explanations related to the terms and
conditions of
this Transaction shall not be considered investment advice or a recommendation to enter into this
Transaction. It has not received from the other party any assurance or guarantee as to the expected
results of
this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and understanding (on its own behalf
or
through independent professional advice), and understands and accepts, the terms, conditions and
risks of this
Transaction. It is also capable of assuming, and assumes, the financial and other risks of this
Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary or an advisor for it in respect
of this
Transaction.
(d) Risk Management. It has entered into this Transaction for the purpose of (i) managing its
borrowings or
investments, (ii) hedging its underlying assets or liabilities or (iii) in connection with its line
of business.
4. Account Details
Payments to Citibank in USD: | CITIBANK N.A. NEW YORK | |||
BIC: XXXXXX00 | ||||
ACCT NO: 00167679 |
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ACCOUNT NAME: FINANCIAL FUTURES
Payments to Counterparty: | Please provide to expedite payment |
BANK NAME: |
Wachovia Bank | |
BANK ADDRESS: |
Winston Salem, NC | |
ABA NUMBER: |
000000000 | |
ACCOUNT NAME: |
LifePoint Hospitals, Inc. | |
ACCOUNT NUMBER: |
2079900401369 |
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If you have any questions regarding this letter agreement, please contact the Swap Operations
Department at the telephone numbers or the facsimile numbers indicated on this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the
copy of this Confirmation enclosed for that purpose and returning it to us.
Very truly yours, | ||||||
Citibank N.A., New York | ||||||
By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||||
XXXXX X. XXXXXXXXXXXX | ||||||
Authorized Signatory |
Accepted and confirmed as of the Trade Date: | ||||
LIFEPOINT HOSPITALS, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx | |||
Authorized Signatory |
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EXHIBIT
I–AMORTIZATION SCHEDULE
Our Reference: M062990
Our Reference: M062990
Calculation Period* | USD | |||
From and including | To but excluding | Notional Amount | ||
15 Nov 2006 |
15 Feb 2007 | 900,000,000.00 | ||
15 Feb 2007 |
15 May 2007 | 900,000,000.00 | ||
15 May 2007 |
15 Aug 2007 | 900,000,000.00 | ||
15 Aug 2007 |
15 Nov 2007 | 900,000,000.00 | ||
15 Nov 2007 |
15 Feb 2008 | 750,000,000.00 | ||
15 Feb 2008 |
15 May 2008 | 750,000,000.00 | ||
15 May 2008 |
15 Aug 2008 | 750,000,000.00 | ||
15 Aug 2008 |
17 Nov 2008 | 750,000,000.00 | ||
17 Nov 2008 |
17 Feb 2009 | 600,000,000.00 | ||
17 Feb 2009 |
15 May 2009 | 600,000,000.00 | ||
15 May 2009 |
17 Aug 2009 | 600,000,000.00 | ||
17 Aug 2009 |
16 Nov 2009 | 600,000,000.00 | ||
16 Nov 2009 |
16 Feb 2010 | 450,000,000.00 | ||
16 Feb 2010 |
17 May 2010 | 450,000,000.00 | ||
17 May 2010 |
16 Aug 2010 | 450,000,000.00 | ||
16 Aug 2010 |
15 Nov 2010 | 450,000,000.00 | ||
15 Nov 2010 |
15 Feb 2011 | 300,000,000.00 | ||
15 Feb 2011 |
16 May 2011 | 300,000,000.00 |
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